Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Umatrin Holding Ltd | |
Entity Central Index Key | 1,317,839 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 158,319,100 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 75,839 | $ 174,113 |
Inventory | 46,345 | 88,957 |
Deferred tax assets | 10,906 | $ 9,991 |
Prepaid tax | 12,049 | |
Due from related parties | 125,658 | $ 81,039 |
Other receivables and deposits | 49,527 | 45,373 |
Total Current Assets | 320,324 | 399,473 |
Property and equipment, net | 1,540,659 | 1,423,002 |
Total Assets | 1,860,983 | 1,822,475 |
Current Liabilities | ||
Accounts payable and accrued expenses | 115,516 | 148,658 |
Due to related parties | $ 733,843 | 678,668 |
Income tax payable | 1,441 | |
Other payables | $ 6,863 | 52,862 |
Term loan payable-current portion | 45,338 | 41,535 |
Total Current Liabilities | 901,560 | 923,163 |
Term loan payable-long term | 524,837 | 480,228 |
Total Liabilities | $ 1,426,397 | $ 1,403,391 |
Equity | ||
Preferred stock: 10,000,000 authorized; $0.00001 par value 0 and 0 shares issued and outstanding | ||
Common stock: 500,000,000 authorized; $0.00001 par value 158,319,000 shares issued and outstanding | $ 1,583 | $ 1,583 |
Additional paid-In capital | 2,661,350 | 2,654,298 |
Accumulated deficit | (2,250,988) | (2,207,775) |
Accumulated other comprehensive loss | (94,224) | (133,465) |
Total Umatrin Holding Limited Stockholders' Equity | 317,722 | 314,642 |
Non-controlling interest | 116,864 | 104,443 |
Total Equity | 434,586 | 419,084 |
Total Liabilities and Stockholders Equity | $ 1,860,983 | $ 1,822,475 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, Par value | $ 0.00001 | $ 0.00001 |
Preferred stock, Authorized | 10,000,000 | 10,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, Outstanding | 0 | 0 |
Common stock, Par value | $ 0.00001 | $ 0.00001 |
Common stock, Authorized | 500,000,000 | 500,000,000 |
Common stock, Issued | 158,319,000 | 158,319,000 |
Common stock, Outstanding | 158,319,000 | 158,319,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Operations | ||
Sales | $ 458,694 | $ 940,614 |
Cost of sales | 89,082 | 201,824 |
Gross margin | 369,612 | 738,790 |
Operating expenses | ||
Selling, general & administrative expenses | 388,985 | 901,972 |
Total operating expenses | 388,985 | 901,972 |
Loss from operations | (19,373) | (163,182) |
Other income (expenses) | ||
Interest expense | (14,925) | (917) |
Total other income (expenses) | (14,925) | (917) |
Net loss before income taxes | (34,298) | $ (164,099) |
Provision of income taxes | (6,303) | |
Net income (loss) | (40,601) | $ (164,099) |
Net loss attributable to the noncontrolling interest | (2,611) | 32,455 |
Net loss attributable to Umatrin Holding Limited common Stockholders | $ (43,213) | $ (131,644) |
Net Loss Per Common Share - basic & diluted | $ 0 | $ 0 |
Weighted Average Number of Shares Outstanding - Basic and Diluted | 158,319,000 | 158,319,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Consolidated Statements Of Comprehensive Income Loss | ||
Net loss | $ (40,601) | $ (164,099) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 49,051 | (51,546) |
Comprehensive income (loss) | 8,450 | (215,645) |
Comprehensive income/loss attributable to the non-controlling interest | (12,422) | 42,764 |
Comprehensive income (loss) attributable to Umatrin Holding Limited | $ (3,972) | $ (172,880) |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (40,601) | $ (164,099) |
Adjustment to reconcile net loss from operations: | ||
Depreciation expense | 13,410 | 10,962 |
Interest contribution | $ 7,051 | 917 |
Changes in operating assets and liabilities: | ||
Trade receivables | $ 87,357 | |
Inventory | $ 42,612 | |
Prepaid tax | (12,049) | |
Other receivables and deposits | (4,154) | $ (483,180) |
Accounts payable and accrued expenses | (33,142) | (101,640) |
Income tax payable | (1,441) | (13,201) |
Other payables | (45,999) | (733,696) |
Net cash used in operating activities | (74,313) | (1,396,580) |
Cash flows from investing activities | ||
Purchase of property and equipment | (1,550) | (96,169) |
Advance made to related parties | (44,618) | (13,328) |
Net cash used in investing activities | $ (46,168) | $ (109,497) |
Cash flows from financing activities | ||
Proceedsfrom issuance of common stock | ||
Capital Contribution | $ 305,591 | |
Proceeds/(Repayment) to related party, net | $ 55,175 | $ (695,294) |
Proceeds/(Repayments) from term loan, net | (10,640) | |
Net cash provided by financing activities | 44,535 | $ (389,703) |
Effect of exchange rate changes | (22,329) | (50,848) |
Net increase (decrease) in cash and cash equivalents | (98,275) | (1,946,628) |
Cash and cash equivalents, beginning of period | 174,113 | 2,140,669 |
Cash and cash equivalents, end of period | $ 75,839 | $ 194,041 |
Supplemental cash flow information | ||
Interest paid | ||
Income taxes paid | $ 19,793 | $ 13,201 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 1. ORGANIZATION | Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) (the "Company") was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with the Company. On January 6, 2016, the Company acquired 80% of the equity interests of U Matrin Worldwide SDN. BHD. ("Umatrin") in exchange for the issuance of a total of 100,000,000 shares of its common stock to the two holders of Umatrin, Dato' Sri and Dato' Liew. Immediately following the Share Exchange, the business of Umatrin became the business of the Company. U Matrin Worldwide SDN BHD, formerly known as OLC Worldwide SDN. BHD., was incorporated in Malaysia on July 22, 1993. The principal activities of Umatrin is direct selling and trading on beauty and personal care products, and investment holding. The Company entered into a share exchange agreement with Umatrin whereas the acquisition was accounted under US GAAP as a business combination under common control with the Company being the acquirer as both entities were owned by the same controlling shareholders. Accordingly, historical cost will be the basis for transfer of assets and liabilities in the business combination in accordance with ASC 805-50-30-5. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 2. SIGNIFICANT ACCOUNTING POLICIES | Basis of presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K for fiscal year 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. In accordance with ASC 805-50-45-5, for transactions between entities under common control, financial statements and financial information presented for prior periods also should be retroactively adjusted to furnish comparative information. The comparative financial statement as of December 31, 2015 and for the three months ended March 31, 2015 are accordingly adjusted as though share exchange agreement between the Company and Umatrin occurred at the beginning of prior periods. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Fair value of financial instruments The Company's balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain amounts on the balance sheet financial instruments approximated their fair values due to the short-term nature of these instruments. Comprehensive Income (Loss) The Company follows the provisions of the Financial Accounting Standards Board (the "FASB") ASC 220 Reporting Comprehensive Income Related parties The Company adopted ASC 850, Related Party Disclosures Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Commitments and contingencies The Company adopted ASC 450-20, Loss Contingencies Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is calculated under the straight-line method to write off the cost of the assets over their estimated useful lives. Computer and software 5 years Furniture and fittings 10 years Office equipment 10 years Renovation and improvements 10 years Building 95 years An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from de-recognition of asset is recognized in profit or loss. Expenditures for repairs and maintenance, which do not improve or extend the expected useful lives of the assets, are expensed as incurred while major replacements and improvements are capitalized. Impairment of assets The carrying amounts of assets on the balance sheet are reviewed for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. An impairment loss is charged to the statement of operation immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognized revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in the statement of operation immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognized as an expense in the statement of operation, a reversal of that impairment loss is recognized as income in the statement of operation. Functional and presentation currency The functional currency of Umatrin is the currency of the primary economic environment in which the Company operates which is Malaysia Ringgit ("MYR"). Transactions in currencies other than the entity's functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period. For the purpose of presenting these financial statements, the Company's assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder's equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder's equity section of the balance sheets. Exchange rate used for the translation as follows: Period End Average US$ to MYR Rate Rate March 31, 2016 3.9399 4.1906 December 31, 2015 4.2942 3.8976 March 31, 2015 3.7092 3.6149 Cash and cash equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash and cash equivalents for the year ended March 31, 2016 and December 31, 2015 were $75,839 and $174,113 respectively. Trade Receivables Trade receivables are carried at anticipated realizable value. Bad debts are written off in the period in which they are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at the balance sheet date. Bad debt expense were $nil and $nil for the three months ended March 31, 2016 and 2015, respectively. Inventories Inventories, which are primarily comprised of finished goods for sale, are stated at the lower of cost or net realizable value, using the first-in first-out (FIFO) method. The Company evaluates the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis. Revenue Recognition The Company generally recognizes product sales revenue when the significant risks and rewards of ownership have been transferred pursuant to Malaysia law, including such factors as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, sales and value-added tax laws have been complied with, and collectability is reasonably assured. Commission The Company expenses commission costs as incurred and includes it in selling expenses. Advertising The Company expenses advertising costs as incurred and includes it in selling expenses. Income taxes and valuation allowance The Company follows ASC 740, Income Taxes A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. Segment Information The Company adopted ASC-280, Disclosures about Segments of an Enterprise and Related Information Recent Accounting Pronouncements In August 2015, FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date". The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In November 2015 the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes", which changes how deferred taxes are classified on the Company's balance sheets and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU is based on the principle that entities should recognize assets and liabilities arising from leases. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The ASU's primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management continues to assess the overall impact the adoption of ASU 2016-02 will have on the Company's financial statements. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)". The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 3. GOING CONCERN | As reflected in the accompanying financial statements, the Company had accumulated deficit of $2,250,988 as of March 31, 2016 which include a loss of $43,213 for the three months ended March 31, 2016. Uncertainty arise as the market being in operation faces economic slowdown which might cast a slight doubt on the Company ability to generate profit in the next 12 months. Management's plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating of revenue through the business. However, there can be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient revenue. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
OTHER RECEIVABLES AND DEPOSITS
OTHER RECEIVABLES AND DEPOSITS | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 4. OTHER RECEIVABLES AND DEPOSITS | March 31, December 31, 2016 2015 Other receivables $ 10,295 $ 9,431 Deposits 39,232 35,942 Total $ 49,527 $ 45,373 |
PROPERTY & EQUIPMENT
PROPERTY & EQUIPMENT | 3 Months Ended |
Mar. 31, 2016 | |
Property Equipment | |
Note 5. PROPERTY & EQUIPMENT | Property & equipment consist of the following: March 31, 2016 December 31, 2015 Computer and software $ 22,455 $ 20,571 Furniture and fittings 31,009 28,408 Office equipment 44,770 41,014 Renovations and improvements 327,037 298,093 Building 1,180,036 1,081,054 Total 1,605,307 1,469,140 Less: accumulated depreciation (64,648 ) (46,138 ) Net $ 1,540,659 $ 1,423,002 The depreciation expense charged to general and administrative expenses were $13,410 and $10,962 for the three months ended March 31, 2016 and 2015, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 6. RELATED PARTY TRANSACTIONS | Due from related parties consists of the following: March 31, December 31, 2016 2015 Purpose Global Bizrewards Sdn. Bhd. $ 47,789 $ 34,465 Advance Multimedia Biz Solution Sdn. Bhd. 50,839 46,574 Advance SKH Media Sdn. Bhd. 12,709 - Advance Creative Iconic Sdn. Bhd. 6,355 - Advance Sportlight Business Training Academy Sdn. Bhd. 7,966 - Advance Total Due from 125,658 81,039 Due to related parties consists of the following: March 31, December 31, 2016 2015 Purpose Dato Sri Warren Eu Hin Chai $ 503,674 $ 464,827 Advance Michael A. Zahorik 30,307 30,307 Advance SKH Media Sdn. Bhd. 17,398 15,939 Advance Creative Iconic Sdn. Bhd. 182,464 167,595 Inventory Purchase Total Due to 733,843 678,668 The related parties' relationship to the Company as follows: Name Relationship Dato Ho Phooi Keow Director, Majority Shareholder and Officer of the Company Michael A. Zahorik Former director Global Bizrewards Sdn. Bhd. Related by common director, Dato' Sri Eu Hin Chai Multimedia Biz Solution Sdn. Bhd. Related by common director, Dato' Liew Kok Hong SKH Media Sdn. Bhd. Related by common director, Dato' Sri Eu Hin Chai Dato Sri Warren Eu Hin Chai Director & Shareholder of the Company Creative Iconic Sdn. Bhd. Related by key employee; Patricia Low Sportlight Business Training Academy Sdn. Bhd. Related by key employee; Lim Chee Pin The amounts due from or due to related parties' were unsecured, non-interest bearing, and due on demand. The Company purchased its inventory from its supplier JS Health & Beauty Sdn. Bhd. and Creative Iconic Sdn. Bhd. The amounts of inventory purchased were $89,082 and $201,824 for the three months ended March 31, 2016 and 2015, respectively. The Company leased an office space from SKH Media Sdn. Bhd. The rent expenses were $7,159 and $8,299 for the three months ended March 31, 2016 and 2015, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 7. STOCKHOLDERS' EQUITY | On February 20, 2015, the majority shareholders voted on and approved an increase of the number of authorized common shares from 100,000,000 to 500,000,000 and a decrease in par value from $0.001 to $0.00001. The majority shareholders also voted on and approved a designation of 10,000,000 preferred shares with no series and a par value of $0.00001. The financial statements presented have been retroactively restated to present the change in authorized and par value. Equity – Common Stock There were 158,319,000 shares of common stock issued and outstanding as of March 31, 2016. Equity – Additional Paid-In Capital The Company had recognized imputed interest expense on advances, in the amounts of $7,051 and $917 for the three months ended March 31, 2016 and 2015, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital. |
COMMITMENTS, CONTINGENCIES, RIS
COMMITMENTS, CONTINGENCIES, RISKS AND UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 8. COMMITMENTS, CONTINGENCIES, RISKS AND UNCERTAINTIES | Operating Lease Commitments The Company entered into a property lease agreement for office space which started on December 1, 2014 and expired on October 31, 2015 for monthly payment of MYR10,000 (approximately $2,386). The lease was not renewed and the Company continues to rent the property on a month to month basis. The rent expenses were $7,159 and $8,299 for the three months ended March 31, 2016 and 2015, respectively. Concentration and Credit risk Cash deposits with banks are held in financial institutions in Malaysia, which are federally insured with deposit protection up to MYR250,000 (approximately $63,549). Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. The Company depends on few supplier for its products. Accordingly, the Company has a concentration risk related to these suppliers. Failure to maintain existing relationships with the suppliers or to establish new relationships in the future could negatively affect the Company's ability to obtain products sold to customers in a timely manner. If the Company is unable to obtain ample supply of products from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which could materially and adversely affect revenues. |
TERM LOAN
TERM LOAN | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 9. TERM LOAN | On December 23, 2014, MYR2,300,000 (approximately $657,507) term loan was granted to the Company for the purchase of a four-story office with a repayment period of 240 months. The term loan was secured by the title deed for the said property and guaranteed by directors of the Company. The term loan is subject to an interest charges at 2.10% per annum below the Bank's Base Lending Rate ("BLR") with daily rests. The BLR is currently at 6.85% for March 31, 2016. On July 27, 2015, the Company made a drawdown of MYR2,300,000 (approx. $609,554) on the term loan. The repayment started effectively on September 1, 2015 with a fixed installment of MYR14,863.14 (approx. $3,547) for 240 installments. Interest expenses were $7,875 and $0 for the three months ended March 31, 2016 and 2015, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 10. SUBSEQUENT EVENTS | Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation, no events have occurred which require adjustment or disclosure. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Basis of presentation | The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K for fiscal year 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. In accordance with ASC 805-50-45-5, for transactions between entities under common control, financial statements and financial information presented for prior periods also should be retroactively adjusted to furnish comparative information. The comparative financial statement as of December 31, 2015 and for the three months ended March 31, 2015 are accordingly adjusted as though share exchange agreement between the Company and Umatrin occurred at the beginning of prior periods. |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Fair value of financial instruments | The Company's balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. Accounting Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain amounts on the balance sheet financial instruments approximated their fair values due to the short-term nature of these instruments. |
Comprehensive Income (Loss) | The Company follows the provisions of the Financial Accounting Standards Board (the "FASB") ASC 220 Reporting Comprehensive Income |
Related parties | The Company adopted ASC 850, Related Party Disclosures |
Risks and Uncertainties | The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. |
Commitments and contingencies | The Company adopted ASC 450-20, Loss Contingencies |
Property and Equipment | Property and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is calculated under the straight-line method to write off the cost of the assets over their estimated useful lives. Computer and software 5 years Furniture and fittings 10 years Office equipment 10 years Renovation and improvements 10 years Building 95 years An item of equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from de-recognition of asset is recognized in profit or loss. Expenditures for repairs and maintenance, which do not improve or extend the expected useful lives of the assets, are expensed as incurred while major replacements and improvements are capitalized. |
Impairment of assets | The carrying amounts of assets on the balance sheet are reviewed for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. An impairment loss is charged to the statement of operation immediately unless the asset is carried at its revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognized revaluation surplus for the same asset. In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognized to the extent of the carrying amount of the asset that would have been determined (net of amortization and depreciation) had no impairment loss been recognized. The reversal is recognized in the statement of operation immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued asset was previously recognized as an expense in the statement of operation, a reversal of that impairment loss is recognized as income in the statement of operation. |
Functional and presentation currency | The functional currency of Umatrin is the currency of the primary economic environment in which the Company operates which is Malaysia Ringgit ("MYR"). Transactions in currencies other than the entity's functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on translation of monetary items at period-end are included in income statement of the period. For the purpose of presenting these financial statements, the Company's assets and liabilities are expressed in US$ at the exchange rate on the balance sheet date, stockholder's equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rate during the period. The resulting translation adjustments are reported under accumulated other comprehensive income in the stockholder's equity section of the balance sheets. Exchange rate used for the translation as follows: Period End Average US$ to MYR Rate Rate March 31, 2016 3.9399 4.1906 December 31, 2015 4.2942 3.8976 March 31, 2015 3.7092 3.6149 |
Cash and cash equivalents | The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash and cash equivalents for the year ended March 31, 2016 and December 31, 2015 were $75,839 and $174,113 respectively. |
Trade Receivables | Trade receivables are carried at anticipated realizable value. Bad debts are written off in the period in which they are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at the balance sheet date. Bad debt expense were $nil and $nil for the three months ended March 31, 2016 and 2015, respectively. |
Inventories | Inventories, which are primarily comprised of finished goods for sale, are stated at the lower of cost or net realizable value, using the first-in first-out (FIFO) method. The Company evaluates the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis. |
Revenue Recognition | The Company generally recognizes product sales revenue when the significant risks and rewards of ownership have been transferred pursuant to Malaysia law, including such factors as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, sales and value-added tax laws have been complied with, and collectability is reasonably assured. |
Commission | The Company expenses commission costs as incurred and includes it in selling expenses. |
Advertising | The Company expenses advertising costs as incurred and includes it in selling expenses. |
Income taxes and valuation allowance | The Company follows ASC 740, Income Taxes A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. |
Segment Information | The Company adopted ASC-280, Disclosures about Segments of an Enterprise and Related Information |
Recent Accounting Pronouncements | In August 2015, FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date". The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In November 2015 the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes", which changes how deferred taxes are classified on the Company's balance sheets and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes ASC 840, Leases. This ASU is based on the principle that entities should recognize assets and liabilities arising from leases. The ASU does not significantly change the lessees' recognition, measurement and presentation of expenses and cash flows from the previous accounting standard. Leases are classified as finance or operating. The ASU's primary change is the requirement for entities to recognize a lease liability for payments and a right of use asset representing the right to use the leased asset during the term on operating lease arrangements. Lessees are permitted to make an accounting policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors' accounting under the ASC is largely unchanged from the previous accounting standard. In addition, the ASU expands the disclosure requirements of lease arrangements. Lessees and lessors will use a modified retrospective transition approach, which includes a number of practical expedients. The effective date will be the first quarter of fiscal year 2020 with early adoption permitted. Management continues to assess the overall impact the adoption of ASU 2016-02 will have on the Company's financial statements. In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)". The amendments in this ASU are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". The amendments are effective for public companies for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company is currently in the process of evaluating the impact of the adoption on its financial statements. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Cost of the assets over their estimated useful lives. | Computer and software 5 years Furniture and fittings 10 years Office equipment 10 years Renovation and improvements 10 years Building 95 years |
Exchange rate used for the translation as follows: | Period End Average US$ to MYR Rate Rate March 31, 2016 3.9399 4.1906 December 31, 2015 4.2942 3.8976 March 31, 2015 3.7092 3.6149 |
OTHER RECEIVABLES AND DEPOSITS
OTHER RECEIVABLES AND DEPOSITS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
OTHER RECEIVABLES AND DEPOSITS | March 31, December 31, 2016 2015 Other receivables $ 10,295 $ 9,431 Deposits 39,232 35,942 Total $ 49,527 $ 45,373 |
PROPERTY & EQUIPMENT (Tables)
PROPERTY & EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Property & equipment | March 31, 2016 December 31, 2015 Computer and software $ 22,455 $ 20,571 Furniture and fittings 31,009 28,408 Office equipment 44,770 41,014 Renovations and improvements 327,037 298,093 Building 1,180,036 1,081,054 Total 1,605,307 1,469,140 Less: accumulated depreciation (64,648 ) (46,138 ) Net $ 1,540,659 $ 1,423,002 |
RELATED PARTIES TRANSACTIONS (T
RELATED PARTIES TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Due from related parties | March 31, December 31, 2016 2015 Purpose Global Bizrewards Sdn. Bhd. $ 47,789 $ 34,465 Advance Multimedia Biz Solution Sdn. Bhd. 50,839 46,574 Advance SKH Media Sdn. Bhd. 12,709 - Advance Creative Iconic Sdn. Bhd. 6,355 - Advance Sportlight Business Training Academy Sdn. Bhd. 7,966 - Advance Total Due from 125,658 81,039 |
Due to related parties | March 31, December 31, 2016 2015 Purpose Dato Sri Warren Eu Hin Chai $ 503,674 $ 464,827 Advance Michael A. Zahorik 30,307 30,307 Advance SKH Media Sdn. Bhd. 17,398 15,939 Advance Creative Iconic Sdn. Bhd. 182,464 167,595 Inventory Purchase Total Due to 733,843 678,668 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 3 Months Ended |
Mar. 31, 2016 | |
Organization Details Narrative | |
Company incorporation state | State of Delaware |
Company Incorporation Date | Feb. 2, 2005 |
SUMMARY OF SIGNIFICANT ACCONTIN
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Computer and software [Member] | |
Estimated useful lives | 5 years |
Furniture and fixtures [Member] | |
Estimated useful lives | 10 years |
Office Equipment [Member] | |
Estimated useful lives | 10 years |
Renovation and improvements [Member] | |
Estimated useful lives | 10 years |
Building | |
Estimated useful lives | 95 years |
SUMMARY OF SIGNIFICANT ACCONT24
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details 1) - US$ to MYR [Member] | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Foreign currency translation Period End Rate | 3.9399 | 4.2942 | 3.7092 |
Foreign currency translation exchange rate | 4.1906 | 3.8976 | 3.6149 |
SUMMARY OF SIGNIFICANT ACCONT25
SUMMARY OF SIGNIFICANT ACCONTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Summary Of Significant Acconting Policies Details Narrative | ||||
Cash and cash equivalents | $ 75,839 | $ 174,113 | $ 194,041 | $ 2,140,669 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Going Concern Details Narrative | |||
Accumulated deficit | $ (2,250,988) | $ (2,207,775) | |
Net loss | $ (43,213) | $ (131,644) |
OTHER RECEIVABLES AND DEPOSIT27
OTHER RECEIVABLES AND DEPOSITS (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Other Receivables And Deposits Details | ||
Other receivables | $ 10,295 | $ 9,431 |
Deposits | 39,232 | 35,942 |
Total | $ 49,527 | $ 45,373 |
PROPERTY & EQUIPMENT (Details)
PROPERTY & EQUIPMENT (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Total fixed assets | $ 1,605,307 | $ 1,469,140 |
Less: accumulated depreciation | (64,648) | (46,138) |
Fixed assets, net | 1,540,659 | 1,423,002 |
Computer and software [Member] | ||
Total fixed assets | 22,455 | 20,571 |
Furniture and fixtures [Member] | ||
Total fixed assets | 31,009 | 28,408 |
Office Equipment [Member] | ||
Total fixed assets | 44,770 | 41,014 |
Renovation and improvements [Member] | ||
Total fixed assets | 327,037 | 298,093 |
Building | ||
Total fixed assets | $ 1,180,036 | $ 1,081,054 |
PROPERTY & EQUIPMENT (Details N
PROPERTY & EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property Equipment Details Narrative | ||
General and administrative expenses | $ 13,410 | $ 10,962 |
RELATED PARTIES TRANSACTIONS (D
RELATED PARTIES TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Total Due from | $ 125,658 | $ 81,039 |
Global Bizrewards Sdn. Bhd. [Member] | ||
Total Due from | $ 47,789 | 34,465 |
Purpose | Advance | |
Multimedia Biz Solution Sdn. Bhd. [Member] | ||
Total Due from | $ 50,839 | $ 46,574 |
Purpose | Advance | |
SKH Media Sdn. Bhd. [Member] | ||
Total Due from | $ 12,709 | |
Purpose | Advance | |
Creative Iconic Sdn. Bhd. [Member] | ||
Total Due from | $ 6,355 | |
Purpose | Advance | |
Sportlight Business Training Academy Sdn. Bhd. [Member] | ||
Total Due from | $ 7,966 | |
Purpose | Advance |
RELATED PARTIES TRANSACTIONS 31
RELATED PARTIES TRANSACTIONS (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Total Due to | $ 733,843 | $ 678,668 |
Dato Sri Warren Eu Hin Chai [Member] | ||
Total Due to | $ 503,674 | 464,827 |
Purpose for due to related parties | Advance | |
Michael A. Zahorik [Member] | ||
Total Due to | $ 30,307 | 30,307 |
Purpose for due to related parties | Advance | |
SKH Media Sdn. Bhd. [Member] | ||
Total Due to | $ 17,398 | 15,939 |
Purpose for due to related parties | Advance | |
Creative Iconic Sdn. Bhd. [Member] | ||
Total Due to | $ 182,464 | $ 167,595 |
Purpose for due to related parties | Inventory Purchase |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Related Party Transactions Details Narrative | ||
Purchased Inventory | $ 89,082 | $ 201,824 |
Rent expenses | $ 7,159 | $ 8,299 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Stockholders Equity Details Narrative | |||
Common stock, Issued | 158,319,000 | 158,319,000 | |
Common stock, Outstanding | 158,319,000 | 158,319,000 | |
Interest Expense | $ 7,051 | $ 917 |
COMMITMENTS, CONTINGENCIES, R34
COMMITMENTS, CONTINGENCIES, RISKS AND UNCERTAINTIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments Contingencies Risks And Uncertainties Details Narrative | ||
Rent expenses | $ 7,159 | $ 8,299 |
TERM LOAN (Details Narrative)
TERM LOAN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Term Loan Details Narrative | ||
Base Lending Rate | 6.85% | |
Interest expenses | $ 7,875 | $ 0 |