10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 000-51190

UMATRIN HOLDING LIMITED

(Exact name of registrant as specified in its charter)

Delaware	87-0814235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

315 Madison Ave, 3rd Floor PMB #3050 New York, NY	10017
(Address of principal executive offices)	(Zip Code)

(866)-874-4888

Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if smaller reporting company)		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 9, the registrant had 182,444,266 shares of common stock, $0.00001 par value per share, issued and outstanding.

UMATRIN HOLDING LIMITED

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	23
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	25
	SIGNATURES	26

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

UMATRIN HOLDING LIMITED

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)     

	September 30,			December 31,
	2017			2016
Assets
Current Assets
Cash and cash equivalents	$	31,881		$	133,269
Inventory		42,990			1,470
Prepaid tax		53,688			96,410
Deferred tax assets		10,164			9,572
Due from related parties		277,125			128,645
Total Current Assets		415,848			369,366
Land, property and equipment, net		1,362,027			1,315,659
Deposits		31,427			34,544
Total Assets		1,809,302			1,719,569
Liabilities
Current Liabilities
Term loan payable-current portion		19,676			17,912
Accounts payable and accrued expenses		127,619			121,023
Income tax payable		-			-
Other payables		245,375			87,473
Due to related parties		569,388			655,414
Total Current Liabilities		962,058			881,822
Term loan payable-long term		492,065			476,438
Total Liabilities		1,454,123			1,358,260
Equity
Umatrin Holding Limited Stockholders' 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 182,444,266 and 167,756,472 shares issued and outstanding		1,825			1,678
Additional paid in capital		3,147,206			2,842,951
Accumulated deficits		(2,709,298	)		(2,427,575	)
Accumulated other comprehensive loss		(131,618	)		(148,725	)
Total Umatrin Holding Limited Stockholders' Equity		308,115			268,329
Non-controlling interest		47,064			92,980
Total Equity		355,179			361,309
Total Liabilities and Stockholders Equity	$	1,809,302		$	1,719,569

See accompanying notes to financial statements

3

UMATRIN HOLDING LIMITED 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2017			2016			2017			2016
Sales	$	324,668		$	303,173		$	835,300		$	1,375,641
Cost of sales		20,742			111,280			93,002			277,731
Gross profit		303,926			191,893			742,298			1,097,910
Operating expenses
Selling, general & administrative expenses		359,452			343,244			945,659			1,156,437
Total operating expenses		359,452			343,244			945,659			1,156,437
Loss from operations		(55,526	)		(151,351	)		(203,361	)		(58,527	)
Other income (expenses)
Interest expense		(5,912	)		(19,195	)		(17,398	)		(48,519	)
Total other income (expenses)		(5,912	)		(19,195	)		(17,398	)		(48,519	)
Net loss before income taxes		(61,438	)		(170,546	)		(220,759	)		(107,046	)
Provision for income taxes		(111,157	)		(139	)		(111,157	)		(33,916	)
Net loss		(172,595	)		(170,685	)	$	(331,916	)	$	(140,962	)
Less: Net loss attributable to non-controlling interest		(22,177	)		(6,060	)	$	(50,193	)	$	(11,993	)
Net loss attributable to Umatrin Holding Limited	$	(150,418	)	$	(164,625	)	$	(281,723	)	$	(128,968	)
Other comprehensive loss, net of tax
Foreign currency translation adjustment		3,935			-			21,383			-
Comprehensive loss		(168,660	)		(170,685	)		(310,533	)		(140,962	)
Comprehensive loss attributable to the non-controlling interest		(21,390	)		-			(45,916	)		-
Comprehensive loss attributable to Umatrin Holding Limited	$	(147,270	)	$	(170,685	)	$	(264,617	)	$	(140,962	)
Loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding - basic and diluted		158,757,488			158,319,000			158,757,488			158,319,000

See accompanying notes to financial statements

4

UMATRIN HOLDING LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	September 30,			September 30,
	2017			2016
Cash flows from operating activities
Net loss including noncontrolling interest	$	(331,916	)	$	(140,962	)
Adjustment to reconcile net loss from operations:
Depreciation expense		50,359			41,982
Imputed Interest expenses		-			24,252
Changes in Operating Assets and Liabilities
Inventory		(40,246	)		72,302
Prepaid tax		47,295			(57,551	)
Other receivables and deposits		5,103			(1,961	)
Accounts payable and accrued expenses		94,545			(36,703	)
Other payables		(31,740	)		(46,303	)
Net cash used in operating activities		(206,599	)		(144,943	)
Cash flows from investing activities
Purchase of property and equipment		(16,344	)		(18,646	)
Advances made to related parties		(15,918	)		(84,813	)
Net cash provided by (used in) investing activities		(32,262	)		(103,459	)
Cash flows from financing activities
Proceeds from common stock issued and to be issued		265,727			-
Proceeds/(Repayment) to related party, net		(114,719	)		133,812
Proceeds/(Repayments) from term loan, net		(12,810	)		(21,860	)
Net cash provided by financing activities		138,198			111,952
Effect of exchange rate changes		(725	)		183
Net increase (decrease) in cash and cash equivalents		(101,388	)		(136,267	)
Cash and cash equivalents at beginning of period		133,269			174,113
Cash and cash equivalents at end of period	$	31,881		$	37,846
Supplemental disclosures of cash flow information
Interest paid	$	-		$	-
Income taxes paid	$	63,862		$	91,467

See accompanying notes to financial statements

5

UMATRIN HOLDINGS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

(UNAUDITED)

1. ORGANIZATION

Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) (“UMHL”) was incorporated in the state of Delaware on February 2, 2005. UMHL 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, UMHL 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 Eu Hin Chai and Dato’ Liew Kok Hong. Immediately following the Share Exchange, the business of Umatrin became the business of UMHL.

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.

UMHL entered into a share exchange agreement with Umatrin whereas the acquisition was accounted under US GAAP as a business combination under common control with UMHL being the acquirer as both entities were owned by the same controlling shareholders. Prior to the business combination, Dato’ Sri Eu Hin Chai, through Umatrin Group Ltd., held 76% of the outstanding shares of common stock of the Company. Dato’ Sri Eu Hin Chai and Dato’ Liew Kok Hong beneficially owned 61.25% and 38.75% of Umatrin immediately prior to the closing. 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.

Umatrin Holding Limited and its subsidiary U Matrin Worldwide SDN. BHD. shall be referred as the “Company”.

The organization structure as follows:

Umatrin Holding Ltd. (USA)
		80%
U Matrin Worldwide SDN BHD (Malaysia)

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. Significant inter-company transactions have been eliminated in consolidation.

In accordance with ASC 805-50-45-5, for transactions between entities under common control, financial statements and financial information presented for prior periods have been be retroactively adjusted to furnish comparative information. The accompanying consolidated financial statements are presented retrospectively as though the share exchange agreement between the UMHL and Umatrin occurred at the beginning of the first period presented.

6

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2016.

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.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.

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
September 30, 2017		4.2213		4.3453
December 31, 2016		4.4824		4.1489
September 30, 2016		4.1162		4.0795

7

Fair value of financial instruments

The Company’s balance sheet includes financial instruments, including cash, term loan, 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, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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 September 30, 2017. 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.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

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, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

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 periods ended September 30, 2017 and December 31, 2016 were $31,881 and $133,269 respectively.

8

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 expenses were $nil and $nil for the three months ended September 30, 2017 and 2016, respectively.

At September 30, 2017 and December 31, 2016, the Company did not have any outstanding trade receivables.

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. Only defects products could be return to our suppliers.

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	40 years
Land	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 Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2017 and 2016.

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.

The Company’s revenue recognition policy for both retail customers and authorized dealer customers is the same. Sales are considered final when possession of the product is passed to the customer. There is no policy for dealers to return any unsold products unless it the product was defective; accordingly, the Company does not accrue for expected returns.

9

Commission

The Company expenses commission costs as incurred and includes it in selling expenses. The Company expenses commission costs as incurred and includes it in selling expenses. The Company grants commission to dealers and promoters to promote and sell the products. Amount of commission is based upon agreed value between the Company and the dealers and promoters as there is no fix basis for such amount.

Advertising

The Company expenses advertising costs as incurred and includes it in selling expenses. The Company recorded $3,418 and $0 for advertising and promotions expenses during the nine months ended September 30, 2017 and 2016, respectively.

Income taxes and valuation allowance

The Company follows ASC 740, Income Taxes. The Company records deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. The Company recognizes the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. The Company record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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.

Comprehensive Income (Loss)

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) ASC 220 Reporting Comprehensive Income, and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. The Company’s comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments.

Segment Information

The Company adopted ASC-280, Disclosures about Segments of an Enterprise and Related Information, which requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in one business segment (marketing and sales) and in one geographical segment Malaysia, because all of the Company’s current operations are conducted in Malaysia.

10

Recent Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (OCI). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). The ASU also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (FVO) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. The standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company is currently assessing this ASU’s impact on the consolidated results of operations and financial condition.

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 No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the existing requirement to apply the equity method of accounting retrospectively (revising prior periods as if the equity method had always been applied) when an entity obtains significant influence over a previously held investment. The new guidance would require the investor to apply the equity method prospectively from the date the investment qualifies for the equity method. The investor would add the carrying value of the existing investment to the cost of any additional investment to determine the initial cost basis of the equity method investment. This ASU is effective January 1, 2017 on a prospective basis, with early adoption permitted. The Company would apply this guidance to investments that transition to the equity method after the adoption date.

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.

11

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The ASU is effective January 1, 2018, with early adoption permitted. The standard requires application using a retrospective transition method. The Company does not expect this ASU to have a material impact on the consolidated results of operations and financial condition.

In October 2016, the FASB issued ASU No. deferred from past intercompany transactions involving non-inventory assets to opening retained earnings. In addition, an entity would record deferred tax assets with an offset to opening retained earnings for amounts that entity had previously not recognized under existing guidance 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which modifies existing guidance and is intended to reduce diversity in practice with respect to the accounting for the income tax consequences of intra-entity transfers of assets. The ASU indicates that the current exception to income tax accounting that requires companies to defer the income tax effects of certain intercompany transactions would apply only to intercompany inventory transactions. That is, the exception would no longer apply to intercompany sales and transfers of other assets (e.g., intangible assets). Under the existing exception, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets is eliminated from earnings. Instead, that cost is deferred and recorded on the balance sheet (e.g., as a prepaid asset) until the assets leave the consolidated group. Similarly, the entity is prohibited from recognizing deferred tax assets for the increases in tax bases due to the intercompany sale or transfer. The ASU is effective January 1, 2018, with early adoption permitted as of January 1, 2017. The standard requires modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Upon adoption, a company would write off any income tax effects that had been but would recognize under the new guidance.

In October 2016, the FASB issued ASU No. 2016-17, Interests Held through Related Parties That Are under Common Control, which modifies existing guidance with respect to how a decision maker that holds an indirect interest in a variable interest entity (VIE) through a common control party determines whether it is the primary beneficiary of the VIE as part of the analysis of whether the VIE would need to be consolidated. Under the ASU, a decision maker would need to consider only its proportionate indirect interest in the VIE held through a common control party. Previous guidance had required the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. As a result of the ASU, in certain cases, previous consolidation conclusions may change. The standard is effective January 1, 2017 with retrospective application to January 1, 2016. The Company does not have significant involvement with entities subject to consolidation considerations impacted by VIE model factors. As a result, the Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. The ASU is effective January 1, 2018, with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. The ASU is effective January 1, 2018 on a prospective basis with early adoption permitted. The Company would apply this guidance to applicable transactions after the adoption date.

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In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. For the Company, this ASU is effective prospectively to impairment tests beginning January 1, 2020, with early adoption permitted. The Company would apply this guidance to applicable impairment tests after the adoption date.

3. GOING CONCERN

As reflected in the accompanying financial statements, the Company had accumulated deficit of $2,709,298 as of September 30, 2017 which include a loss of $331,916 for the period ended September 30, 2017.

The Company ability to generate profit in the next 12 months is uncertain given that the market in which it operates is facing an economic slowdown. Management’s plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating profits through its business operations; however, there can be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient profit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4. LAND, PROPERTY & EQUIPMENT

Land, property & equipment consist of the following:

	September 30,			December 31,
	2017			2016
Computer and software	$	20,927		$	19,708
Furniture and fittings		28,899			27,215
Office equipment		42,171			39,603
Renovations and improvements		337,640			302,238
Building		883,066			831,626
Land		216,667			204,045
Total		1,529,370			1,424,436
Less: accumulated depreciation		(167,344	)		(108,777	)
Net	$	1,362,026		$	1,315,659

The depreciation expense charged to general and administrative expenses were $50,359 and $41,982 for the nine months ended September 30, 2017 and 2016, respectively.

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5. RELATED PARTIES TRANSACTIONS

Due from related parties consists of the following:

	September 30,		December 31,
	2017		2016		Purpose
Global Bizrewards Sdn. Bhd.	$	231,108	$	97,939	Advance
M1 Tech Sdn. Bhd. (fka. Fine Portal Sdn Bhd)		18,315		14,055	Advance
Sportlight Academy Sdn. Bhd.		12,416		10,907	Advance
M1Elite Sdn. Bhd.		13,590		5,744	Advance
Davan Trading Sdn. Bhd.		427		-	Advance
Global Patronage Sdn. Bhd.		156		-	Advance
Netbizz Worldwide(M)Sdn.Bhd.		213		-	Advance
Asia Solar Energy (F) Sdn.Bhd		900		-	Advance
Total Due from		277,125		128,645

Due to related parties consists of the following:

	September 30,		December 31,
	2017		2016		Purpose
Dato Sri Warren Eu Hin Chai	$	507,947	$	606,928	Capital Advance
Michael A. Zahorik		30,307		30,307	Capital Advance
SKH Media Sdn. Bhd.		31,134		18,179	Capital Advance, inventory purchase and rental
Total Due to		569,388		655,414

The related parties’ relationship to the Company as follows:

Name	Relationship
Michael A. Zahorik	Former director
Global Bizrewards Sdn. Bhd.	Related by common director, Dato’ Sri Eu Hin Chai
M1 Tech Sdn. Bhd.(fka. Fine Portal Sdn.Bhd.)	Related by common director, Dato’ Sri Eu Hin Chai
Sportlight Academy Sdn. Bhd.	Related by key employee; Lim Chee Pin
M1Elite Sdn. Bhd.	Related by common director, Dato’ Sri Eu Hin Chai
SKH Media Sdn. Bhd.	Related by common director, Dato’ Sri Eu Hin Chai
Dato Sri Warren Eu Hin Chai	Director & Shareholder of the Company

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 suppliers SKH Media Sdn. Bhd. and Creative Iconic Sdn. Bhd. The amounts of inventory purchased from these suppliers were $nil and $260,685 for the nine months ended September 30, 2017 and 2016, respectively.

The Company leased an office space from SKH Media Sdn. Bhd. The rent expenses were $20,712 and $22,061 for the nine months ended September 30, 2017 and 2016, respectively.

The Company had recognized imputed interest expense on advances from Michael A. Zahorik, former director, in the amounts of $0 and $13,212 for the nine months ended September 30, 2017 and 2016, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital.

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6. CONVERTIBLE NOTE PAYABLE

On September 15, 2013, $164,994 of shareholder advances payable to the Company’s sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. The notes are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023.

The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with the Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method.

On March 29, 2015, two notes in equal amounts of $82,497 were converted by the new controlling shareholders on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share.

The interest expense amortized for the nine months ended September 30, 2017 and 2016 were $0 and $13,212, respectively. The Company recognized total debt discount amortized of $13,608 as interest expenses from the day the notes were issued till the day the notes were converted.

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

The Company has 82,444,266 shares of common stock issued and outstanding as of September 30, 2017. The Company has 100,000,000 shares of common stock contracted but yet to be issued as per Form 8-K dated January 6, 2016.

On December 30, 2016, the Company issued 480,000 shares at $0.02 a share and totaling $9,600. On January 12, 2017, the Company issued 8,957,372 shares at $0.02 a share and totaling $179,147. On May 8, 2017, the Company issued 14,687,794 shares at $0.02 a share and totaling $293,756.

On March 29, 2015, the Company issued 16,499,400 shares at $0.005 a share and totaling $82,497 and 8,249,700 shares at $0.01 a share and totaling $82,497 as conversions of two promissory notes payable for past advances and loans. (Refer to Note 7)

Equity – Additional Paid-In Capital

The Company recognized imputed interest expense on related party advances in the amounts of $2,168 for the year ended December 31, 2015 as corresponding contribution to capital.

Stock options

On July 30, 2011, the Company issued an option to purchase 8,000,000 common shares to an officer of the Company in consideration for services at $0.10 per share valued at nil on the date of grant as compensation.

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The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions:

	July 30, 2011
Expected option life (year)		8
Expected volatility		58.62	%*
Expected dividends		0.00	%
Risk-free rate(s)		2.32	%

__________________

* As a thinly traded public entity, it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies’ historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies’ historical volatility as its expected volatility.

The fair value of the stock options issued on July 31, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. On August 22, 2015, all the remaining unvested stock options became vested

For the nine months ended September 30, 2017 and 2016, $nil and $nil respectively, was recognized as compensation expense for stock options issued.

Summary of Compensation Expense-Options

Date	Value on Date of Grant		Expenses Reported		Expense Projected	True-up Amount			Cumulative Reported Expense		Unrecognized Compensation		Weighted Average Period to Recognize
7/30/2011		504,024										504,024		7.0
1/31/2012				16,053						31,933		472,091		6.5
1/31/2013				61,132			(43	)		95,065		408,959		5.5
1/31/2014				62,891			43			157,957		346,067		4.5
1/31/2015				62,941						220,898		283,126		3.5
12/31/2015				283,126						504,024		-		-

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 $2,250). The lease was not renewed and the Company continues to rent the property on a month to month basis.

The rent expenses were $20,712 and $22,601 for the nine months ended September 30, 2017 and 2016, 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 $56,592). 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 had no concentration in demand for its products.

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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.

Contingent Liability

A former Director of the Company represents that the Company owes back compensation for services he believes he rendered to the Company and expenses he paid on behalf of the Company. The Company believes all balances owed to him have been settled in prior periods. The Company asserts that a claim has not be filed against the Company for potential damages; accordingly, the Company is unable to reasonably estimate a potential loss or liability in this matter including related legal costs. In the event that a claim is filed against the Company, the Company will provide further disclosure.

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 September 30, 2017.

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. $3,582) for 240 installments.

The outstanding balance of the term loan is $511,741, of which $19,676 is due within one operating period and classified as short term, and $492,065 is due after one operating period, and has classified as long term.

Interest expenses were $17,398 and $26,268 for the nine months ended September 30, 2017 and 2016, respectively.

	September 30,		December 31,
	2017		2016
Repayable within 1 year.	$	19,676	$	17,912
Repayable within 2 year		20,611		18,745
Repayable within 3 year		21,593		19,638
Repayable within 4 year		22,620		20,573
Repayable within 5 year		23,691		21,551
Repayable after 5 year		403,550		395,931
Total Due from		511,741		494,350

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (i) expected changes in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to our plans, liquidity, ability to complete financing and purchase capital expenditures, growth of our business including entering into future agreements with companies, and plans to successfully develop and obtain approval to market our product. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Our revenues and results of operations could differ materially from those projected in the forward-looking statements as a result of numerous factors, including, but not limited to, the following: the risk of significant natural disaster, the inability of our company to insure against certain risks, inflationary and deflationary conditions and cycles, currency exchange rates, and changing government regulations domestically and internationally affecting our products and businesses.

You should read the following discussion and analysis in conjunction with the Financial Statements and Notes attached hereto, and the other financial data appearing elsewhere in this Quarterly Report.

US Dollars are denoted herein by "USD", "$" and "dollars".

Overview

Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) (“UMHL”) was incorporated in the state of Delaware on February 2, 2005. UMHL 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, UMHL 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 Eu Hin Chai and Dato' Liew Kok Hong. Immediately following the Share Exchange, the business of Umatrin became the business of UMHL. The Company’s operation office remained in Malaysia and the business market will remain focus in Asia.

Umatrin, formerly known as OLC Worldwide SDN. BHD., was incorporated in Malaysia on July 22, 1993. Umatrin has curated non-toxic beauty, personal care to health and wellness products. We market our products through three primary methods: direct contact, online distribution and/or by our dealer program. We apply leading O2O (Online to Offline) marketing strategy to both retail and wholesale trade. We provide technology and services to enable consumers, merchants and other participants to conduct business in our cloud-based trading system. We use advanced network technology and rigorous management system to create unlimited business brand space. Without allocating large sums of operating cost, it continuously introduces new products, combined with O2O internet business model and career opportunities.

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Results of Operations

The following table sets forth the results of our operations for the three and nine months ended September 30, 2017 and 2016:

UMATRIN HOLDING LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
Sales	$	324,668		$	303,173		$	835,300		$	1,375,641
Cost of sales		20,742			111,280			93,002			277,731
Gross profit		303,926			191,893			742,298			1,097,910
Operating expenses
Selling, general & administrative expenses		359,452			343,244			945,659			1,156,437
Total operating expenses		359,452			343,244			945,659			1,156,437
Loss from operations		(55,526	)		(151,351	)		(203,361	)		(58,527	)
Other income (expenses)
Interest expense		(5,912	)		(19,195	)		(17,398	)		(48,519	)
Total other income (expenses)		(5,912	)		(19,195	)		(17,398	)		(48,519	)
Net loss before income taxes		(61,438	)		(170,546	)		(220,759	)		(107,046	)
Provision for income taxes		(111,157	)		(139	)		(111,157	)		(33,916	)
Net loss		(172,595	)		(170,685	)	$	(331,916	)	$	(140,962	)
Less: Net loss attributable to non-controlling interest		(22,177	)		(6,060	)	$	(50,193	)	$	(11,993	)

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Comparison of Results of Operations for the Three Months Ended September 30, 2017 and 2016

Sales

For the three months ended September 30, 2017, the Company generated $324,668 in revenues, which was an increase of $21,495, or 7% compared to $303,173 for the three months ended September 30, 2016. This is due to increase in sales volume for new Akero product series.

Gross profit and gross margin

The Company was able to generate a gross profit margin of $303,926 for the three months ended September 30, 2017, which was an increase of $112,003 or 58% as compared to $191,893 for the three months ended September 30, 2016. This is due to increase in sales volume for new Akero product series which has higher profit margin.

Selling, general and administrative costs

Major operating costs include salaries and wages, sales commission and advertising and promotional costs for the three months ended September 30, 2017 and 2016. Selling, general and administrative costs increased from $343,244 for the three months ended September 30, 2016 to $359,452 for the three months ended September 30, 2017.

Net income

For the three months ended September 30, 2017, the Company had $172,595 in net loss as compared to $170,685 in net loss for the three months ended September 30, 2016, which was an increase in net loss of $1,910. The Company will continue to implement new marketing strategies to improve its financial position.

Comparison of Results of Operations for the Nine Months Ended September 30, 2017 and 2016

Sales

For the nine months ended September 30, 2017, the Company generated $835,300 in revenues, which was a decrease of $540,341, or 39% compared to $1,375,641 for the nine months ended September 30, 2016 as the operating sector is currently facing economic slowdown which adversely affect the purchasing power of the consumer.

Gross profit and gross margin

The Company was able to generate a gross profit margin of $742,298 for the nine months ended September 30, 2017, which was a decrease of $355,612 or 32% as compared to $1,097,910 for the nine months ended September 30, 2016 as the operating sector is currently facing economic slowdown which adversely affect the purchasing power of the consumer.

Selling, general and administrative costs

Major operating costs include salaries and wages, sales commission and advertising and promotional costs for the nine months ended September 30, 2017 and 2016. Selling, general and administrative costs decreased from $1,156,437 for the nine months ended September 30, 2016 to $945,659 for the nine months ended September 30, 2017.

Net income

For the nine months ended September 30, 2017, the Company had $331,916 in net loss as compared to $140,962 in net loss for the nine months ended September 30, 2016, which was an increase in net loss of $190,954. The Company will continue to implement new marketing strategies to improve its financial position.

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Liquidity and Capital Resources

We had cash and cash equivalent of $31,881 and $133,269 as of September 30, 2017 and December 31, 2016, respectively.

Our company's operations have been funded through an equity financing and a series of debt transactions, primarily with shareholders, directors, and officers of our company and affiliated entities. These related party debt transactions such as sales purchases of inventory and advances have operated as informal lines of credit since the inception of our company, and related parties have extended credit as needed which our company has repaid at its convenience. We anticipate that we will incur operating losses in the foreseeable future and we believe we will need additional cash to support our daily operations while we are attempting to execute our business plan and produce revenues. If our related parties are unable or unwilling to provide additional capital, we would likely require financing from third parties. There can be no assurance that any additional financing will be available to us, on terms we believe to be favorable or at all. The inability to obtain additional capital would have a material adverse effect on our operations and financial condition and could force us to curtail or discontinue operations entirely and/or file for protection under bankruptcy laws.

The following table sets forth information about our net cash flow for the nine months ended September 30, 2017 and 2016:

	For the nine months ended
	September 30,			September 30,
	2017			2016
Net cash provided by (used in) operating activities		(206,599	)		(144,943	)
Net cash provided by (used in) investing activities		(32,262	)		(103,459	)
Net cash provided by (used in) financing activities		138,198			111,952

Operating Activities

For the nine months ended September 30, 2017 we used $206,599 in operating activities as compared to using $144,943 in operating activities during the nine months ended September 30, 2016. The movement in net cash used in operating activities resulted from the movement in inventory, prepaid tax, other receivables and deposits, accounts payable and accrued expenses and other payables.

Investing Activities

During the nine months ended September 30, 2017 we used $32,262 in investing activities as compared to using $103,459 in investing activities during the nine months ended September 30, 2016. The movement in net cash used in investing activity resulted from the movement in purchase of property and equipment as the Company expanded its operation and advances made to related parties.

Financing Activities

During the nine months ended September 30, 2017, we generated $138,198 in financing activities as compared to generating $111,952 in financing activities during the nine months ended September 30, 2016.

During the nine months ended September 30, 2017, the net cash provided by financing activities resulted from proceeds from common stock issued and to be issued of $265,727, net repayment to related party of $114,719 and net repayment to term loan of $12,810.

During the nine months ended September 30, 2016, the net cash provided by financing activities resulted from net proceeds from related party of $133,812 and net repayment to term loan of $21,860.

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Loan Commitment

On December 23, 2014, MYR 2,300,000 (approximately $657,507) term loan was granted to Umatrin for the purchase of four Story Shop Offices located at No.32, 32-1, 32-2, 32-3, Jalan Radin Bagus 3, Bandar Baru Seri Petaling, 57000, Kuala Lumpur with a repayment period of 240 months. This term loan was secured by (i) title deed for the said property, and (ii) way of guarantee by directors of the Company. This 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 both September 30, 2017.

On July 27, 2015, the drawdown of MYR2,300,000 (approximately $609,554) was made and repayment effectively starts on December 1, 2015 with a fixed installment of MYR14,863.14 (approximately $4,249) for 240 installments.

Interest expenses were $17,398 and $26,268 for the nine months ended September 30, 2017 and 2016, respectively.

We have no known demands or commitments and we are not aware of any events or uncertainties as of September 30, 2017 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We had no material commitments for capital expenditure for the nine months ended September 30, 2017 and 2016 except mentioned above.

Going Concern

Our financial statements have been prepared on a going concern basis. As reflected in the accompanying financial statements, the Company had accumulated deficit of $2,709,298 as of September 30, 2017 which include a loss of $331,916 for the period ended September 30, 2017. We expect to finance our operations primarily through our existing cash, our operations and any future financing. However, there exists substantial doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, our auditor has substantial doubt as to our ability to continue as a going concern. Our ability to complete additional offerings is dependent on the state of the debt and/or equity markets at the time of any proposed offering, and such market's reception of the Company and the offering terms. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable.

Critical Accounting Policies and Estimates

We believe it is helpful for investors to understand the critical accounting policies underlying our financial statements. Please refer to Note 2 of our Consolidated Financial Statements included in this quarter report for details of our critical accounting policies.

Off Balance Sheet Arrangements

As of September 30, 2017, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are a smaller reporting company.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; and, management dominated by a single individual/small group without adequate compensating controls.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

23

PART II— OTHER INFORMATION

Item 1. Legal Proceedings

There are no other actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company's equity securities during the three months ended September 30, 2017, that were not otherwise disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the quarter ended September 30, 2017.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

24

Item 6. Exhibits

Exhibits #	Title
31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

_____________

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UMATRIN HOLDING LIMITED
Dated: November 14, 2017	By:	/s/ Dato' Sri Warren Eu Hin Chai
		Dato' Sri Warren Eu Hin Chai
		President, Chief Executive Officer, and Chief Financial Officer (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

26

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Dato' Sri Warren Eu Hin Chai, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Umatrin Holding Limited;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	Umatrin Holding Limited
Dated: November 14, 2017	By:	/s/ Dato' Sri Warren Eu Hin Chai
		Dato' Sri Warren Eu Hin Chai
		Chief Executive Officer, Chief Financial Officer, and President
		(Principal Executive, Principal Accounting Officer, and Duly Authorized Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Umatrin Holding Limited (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Dato' Sri Warren Eu Hin Chai, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	Umatrin Holding Limited
Dated: November 14, 2017	By:	/s/ Dato' Sri Warren Eu Hin Chai
		Dato' Sri Warren Eu Hin Chai
		Chief Executive Officer
		(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Umatrin Holding Limited (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Dato' Sri Warren Eu Hin Chai, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	Umatrin Holding Limited
Dated: November 14, 2017	By:	/s/ Dato' Sri Warren Eu Hin Chai
		Dato' Sri Warren Eu Hin Chai
		Chief Financial Officer
		(Principal Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 09, 2017
Document And Entity Information
Entity Registrant Name	Umatrin Holding Ltd
Entity Central Index Key	0001317839
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
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		182,444,266
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash and cash equivalents	$ 31,881	$ 133,269
Inventory	42,990	1,470
Prepaid tax	53,688	96,410
Deferred tax assets	10,164	9,572
Due from related parties	277,125	128,645
Total Current Assets	415,848	369,366
Land, property and equipment, net	1,362,027	1,315,659
Deposits	31,427	34,544
Total Assets	1,809,302	1,719,569
Current Liabilities
Term loan payable-current portion	19,676	17,912
Accounts payable and accrued expenses	127,619	121,023
Income tax payable
Other payables	245,375	87,473
Due to related parties	569,388	655,414
Total Current Liabilities	962,058	881,822
Term loan payable-long term	492,065	476,438
Total Liabilities	1,454,123	1,358,260
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 182,444,266 and 167,756,472 shares issued and outstanding	1,825	1,678
Additional paid in capital	3,147,206	2,842,951
Accumulated deficits	(2,709,298)	(2,427,575)
Accumulated other comprehensive loss	(131,618)	(148,725)
Total Umatrin Holding Limited Stockholders' Equity	308,115	268,329
Non-controlling interest	47,064	92,980
Total Equity	355,179	361,309
Total Liabilities and Stockholders Equity	$ 1,809,302	$ 1,719,569

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Equity
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	182,444,266	167,756,472
Common stock, Outstanding	182,444,266	167,756,472

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Consolidated Statements Of Operations And Comprehensive Loss
Sales	$ 324,668	$ 303,173	$ 835,300	$ 1,375,641
Cost of sales	20,742	111,280	93,002	277,731
Gross profit	303,926	191,893	742,298	1,097,910
Operating expenses
Selling, general & administrative expenses	359,452	343,244	945,659	1,156,437
Total operating expenses	359,452	343,244	945,659	1,156,437
Loss from operations	(55,526)	(151,351)	(203,361)	(58,527)
Other income (expenses)
Interest expense	(5,912)	(19,195)	(17,398)	(48,519)
Total other income (expenses)	(5,912)	(19,195)	(17,398)	(48,519)
Net loss before income taxes	(61,438)	(170,546)	(220,759)	(107,046)
Provision for income taxes	(111,157)	(139)	(111,157)	(33,916)
Net loss	(172,595)	(170,685)	(331,916)	(140,962)
Less: Net loss attributable to non-controlling interest	(22,177)	(6,060)	(50,193)	(11,993)
Net loss attributable to Umatrin Holding Limited	(150,418)	(164,625)	(281,723)	(128,968)
Other comprehensive loss, net of tax
Foreign currency translation adjustment	3,935		21,383
Comprehensive loss	(168,660)	(170,685)	(310,533)	(140,962)
Comprehensive loss attributable to the non-controlling interest	(21,390)		(45,916)
Comprehensive loss attributable to Umatrin Holding Limited	$ (147,270)	$ (170,685)	$ (264,617)	$ (140,962)
Loss per common share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding - basic and diluted	158,757,488	158,319,000	158,757,488	158,319,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities
Net loss including noncontrolling interest	$ (331,916)	$ (140,962)
Adjustment to reconcile net loss from operations:
Depreciation expense	50,359	41,982
Imputed Interest expenses		24,252
Changes in Operating Assets and Liabilities
Inventory	(40,246)	72,302
Prepaid tax	47,295	(57,551)
Other receivables and deposits	5,103	(1,961)
Accounts payable and accrued expenses	94,545	(36,703)
Other payables	(31,740)	(46,303)
Net cash used in operating activities	(206,599)	(144,943)
Cash flows from investing activities
Purchase of property and equipment	(16,344)	(18,646)
Advances made to related parties	(15,918)	(84,813)
Net cash provided by (used in) investing activities	(32,262)	(103,459)
Cash flows from financing activities
Proceeds from common stock issued and to be issued	265,727
Proceeds/(Repayment) to related party, net	(114,719)	133,812
Proceeds/(Repayments) from term loan, net	(12,810)	(21,860)
Net cash provided by financing activities	138,198	111,952
Effect of exchange rate changes	(725)	183
Net increase (decrease) in cash and cash equivalents	(101,388)	(136,267)
Cash and cash equivalents at beginning of period	133,269	174,113
Cash and cash equivalents at end of period	31,881	37,846
Supplemental disclosures of cash flow information
Interest paid
Income taxes paid	$ 63,862	$ 91,467

XML

ORGANIZATION

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 1. ORGANIZATION

Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) (“UMHL”) was incorporated in the state of Delaware on February 2, 2005. UMHL 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, UMHL 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 Eu Hin Chai and Dato' Liew Kok Hong. Immediately following the Share Exchange, the business of Umatrin became the business of UMHL.

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.

UMHL entered into a share exchange agreement with Umatrin whereas the acquisition was accounted under US GAAP as a business combination under common control with UMHL being the acquirer as both entities were owned by the same controlling shareholders. Prior to the business combination, Dato' Sri Eu Hin Chai, through Umatrin Group Ltd., held 76% of the outstanding shares of common stock of the Company. Dato' Sri Eu Hin Chai and Dato' Liew Kok Hong beneficially owned 61.25% and 38.75% of Umatrin immediately prior to the closing. 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.

Umatrin Holding Limited and its subsidiary U Matrin Worldwide SDN. BHD. shall be referred as the “Company”.

The organization structure as follows:

Umatrin Holding Ltd. (USA)
	80%
U Matrin Worldwide SDN BHD (Malaysia)

XML

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. Significant inter-company transactions have been eliminated in consolidation.

In accordance with ASC 805-50-45-5, for transactions between entities under common control, financial statements and financial information presented for prior periods have been be retroactively adjusted to furnish comparative information. The accompanying consolidated financial statements are presented retrospectively as though the share exchange agreement between the UMHL and Umatrin occurred at the beginning of the first period presented.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2016.

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.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.

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
September 30, 2017		4.2213		4.3453
December 31, 2016		4.4824		4.1489
September 30, 2016		4.1162		4.0795

Fair value of financial instruments

The Company’s balance sheet includes financial instruments, including cash, term loan, 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, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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 September 30, 2017. 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.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

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, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

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 periods ended September 30, 2017 and December 31, 2016 were $31,881 and $133,269 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 expenses were $nil and $nil for the three months ended September 30, 2017 and 2016, respectively.

At September 30, 2017 and December 31, 2016, the Company did not have any outstanding trade receivables.

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. Only defects products could be return to our suppliers.

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	40 years
Land	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 Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2017 and 2016.

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.

The Company’s revenue recognition policy for both retail customers and authorized dealer customers is the same. Sales are considered final when possession of the product is passed to the customer. There is no policy for dealers to return any unsold products unless it the product was defective; accordingly, the Company does not accrue for expected returns.

Commission

The Company expenses commission costs as incurred and includes it in selling expenses. The Company expenses commission costs as incurred and includes it in selling expenses. The Company grants commission to dealers and promoters to promote and sell the products. Amount of commission is based upon agreed value between the Company and the dealers and promoters as there is no fix basis for such amount.

Advertising

The Company expenses advertising costs as incurred and includes it in selling expenses. The Company recorded $3,418 and $0 for advertising and promotions expenses during the nine months ended September 30, 2017 and 2016, respectively.

Income taxes and valuation allowance

The Company follows ASC 740, Income Taxes. The Company records deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. The Company recognizes the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. The Company record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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.

Comprehensive Income (Loss)

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) ASC 220 Reporting Comprehensive Income, and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. The Company’s comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments.

Segment Information

The Company adopted ASC-280, Disclosures about Segments of an Enterprise and Related Information, which requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in one business segment (marketing and sales) and in one geographical segment Malaysia, because all of the Company’s current operations are conducted in Malaysia.

Recent Accounting Pronouncements

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (OCI). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). The ASU also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (FVO) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. The standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company is currently assessing this ASU’s impact on the consolidated results of operations and financial condition.

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 No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the existing requirement to apply the equity method of accounting retrospectively (revising prior periods as if the equity method had always been applied) when an entity obtains significant influence over a previously held investment. The new guidance would require the investor to apply the equity method prospectively from the date the investment qualifies for the equity method. The investor would add the carrying value of the existing investment to the cost of any additional investment to determine the initial cost basis of the equity method investment. This ASU is effective January 1, 2017 on a prospective basis, with early adoption permitted. The Company would apply this guidance to investments that transition to the equity method after the adoption date.

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.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The ASU is effective January 1, 2018, with early adoption permitted. The standard requires application using a retrospective transition method. The Company does not expect this ASU to have a material impact on the consolidated results of operations and financial condition.

In October 2016, the FASB issued ASU No. deferred from past intercompany transactions involving non-inventory assets to opening retained earnings. In addition, an entity would record deferred tax assets with an offset to opening retained earnings for amounts that entity had previously not recognized under existing guidance 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which modifies existing guidance and is intended to reduce diversity in practice with respect to the accounting for the income tax consequences of intra-entity transfers of assets. The ASU indicates that the current exception to income tax accounting that requires companies to defer the income tax effects of certain intercompany transactions would apply only to intercompany inventory transactions. That is, the exception would no longer apply to intercompany sales and transfers of other assets (e.g., intangible assets). Under the existing exception, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets is eliminated from earnings. Instead, that cost is deferred and recorded on the balance sheet (e.g., as a prepaid asset) until the assets leave the consolidated group. Similarly, the entity is prohibited from recognizing deferred tax assets for the increases in tax bases due to the intercompany sale or transfer. The ASU is effective January 1, 2018, with early adoption permitted as of January 1, 2017. The standard requires modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Upon adoption, a company would write off any income tax effects that had been but would recognize under the new guidance.

In October 2016, the FASB issued ASU No. 2016-17, Interests Held through Related Parties That Are under Common Control, which modifies existing guidance with respect to how a decision maker that holds an indirect interest in a variable interest entity (VIE) through a common control party determines whether it is the primary beneficiary of the VIE as part of the analysis of whether the VIE would need to be consolidated. Under the ASU, a decision maker would need to consider only its proportionate indirect interest in the VIE held through a common control party. Previous guidance had required the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. As a result of the ASU, in certain cases, previous consolidation conclusions may change. The standard is effective January 1, 2017 with retrospective application to January 1, 2016. The Company does not have significant involvement with entities subject to consolidation considerations impacted by VIE model factors. As a result, the Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. The ASU is effective January 1, 2018, with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. The ASU is effective January 1, 2018 on a prospective basis with early adoption permitted. The Company would apply this guidance to applicable transactions after the adoption date.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. For the Company, this ASU is effective prospectively to impairment tests beginning January 1, 2020, with early adoption permitted. The Company would apply this guidance to applicable impairment tests after the adoption date.

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GOING CONCERN

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 3. GOING CONCERN

As reflected in the accompanying financial statements, the Company had accumulated deficit of $2,709,298 as of September 30, 2017 which include a loss of $331,916 for the period ended September 30, 2017.

The Company ability to generate profit in the next 12 months is uncertain given that the market in which it operates is facing an economic slowdown. Management’s plans include the raising of capital through the equity markets to fund future operations, seeking additional acquisitions, and generating profits through its business operations; however, there can be no assurances the Company will be successful in its efforts to secure additional equity financing and obtaining sufficient profit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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LAND, PROPERTY & EQUIPMENT

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 4. LAND, PROPERTY & EQUIPMENT

Land, property & equipment consist of the following:

	September 30,			December 31,
	2017			2016
Computer and software	$	20,927		$	19,708
Furniture and fittings		28,899			27,215
Office equipment		42,171			39,603
Renovations and improvements		337,640			302,238
Building		883,066			831,626
Land		216,667			204,045
Total		1,529,370			1,424,436
Less: accumulated depreciation		(167,344	)		(108,777	)
Net	$	1,362,026		$	1,315,659

The depreciation expense charged to general and administrative expenses were $50,359 and $41,982 for the nine months ended September 30, 2017 and 2016, respectively.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 5. RELATED PARTIES TRANSACTIONS

Due from related parties consists of the following:

	September 30,		December 31,
	2017		2016		Purpose
Global Bizrewards Sdn. Bhd.	$	231,108	$	97,939	Advance
M1 Tech Sdn. Bhd. (fka. Fine Portal Sdn Bhd)		18,315		14,055	Advance
Sportlight Academy Sdn. Bhd.		12,416		10,907	Advance
M1Elite Sdn. Bhd.		13,590		5,744	Advance
Davan Trading Sdn. Bhd.		427		-	Advance
Global Patronage Sdn. Bhd.		156		-	Advance
Netbizz Worldwide(M)Sdn.Bhd.		213		-	Advance
Asia Solar Energy (F) Sdn.Bhd		900		-	Advance
Total Due from		277,125		128,645

Due to related parties consists of the following:

	September 30,		December 31,
	2017		2016		Purpose
Dato Sri Warren Eu Hin Chai	$	507,947	$	606,928	Capital Advance
Michael A. Zahorik		30,307		30,307	Capital Advance
SKH Media Sdn. Bhd.		31,134		18,179	Capital Advance, inventory purchase and rental
Total Due to		569,388		655,414

The related parties’ relationship to the Company as follows:

Name	Relationship
Michael A. Zahorik	Former director
Global Bizrewards Sdn. Bhd.	Related by common director, Dato’ Sri Eu Hin Chai
M1 Tech Sdn. Bhd.(fka. Fine Portal Sdn.Bhd.)	Related by common director, Dato’ Sri Eu Hin Chai
Sportlight Academy Sdn. Bhd.	Related by key employee; Lim Chee Pin
M1Elite Sdn. Bhd.	Related by common director, Dato’ Sri Eu Hin Chai
SKH Media Sdn. Bhd.	Related by common director, Dato’ Sri Eu Hin Chai
Dato Sri Warren Eu Hin Chai	Director & Shareholder of the Company

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 suppliers SKH Media Sdn. Bhd. and Creative Iconic Sdn. Bhd. The amounts of inventory purchased from these suppliers were $nil and $260,685 for the nine months ended September 30, 2017 and 2016, respectively.

The Company leased an office space from SKH Media Sdn. Bhd. The rent expenses were $20,712 and $22,061 for the nine months ended September 30, 2017 and 2016, respectively.

The Company had recognized imputed interest expense on advances from Michael A. Zahorik, former director, in the amounts of $0 and $13,212 for the nine months ended September 30, 2017 and 2016, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital.

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CONVERTIBLE NOTE PAYABLE

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Note 6. CONVERTIBLE NOTE PAYABLE

On September 15, 2013, $164,994 of shareholder advances payable to the Company’s sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. The notes are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023.

The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with the Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method.

On March 29, 2015, two notes in equal amounts of $82,497 were converted by the new controlling shareholders on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share.

The interest expense amortized for the nine months ended September 30, 2017 and 2016 were $0 and $13,212, respectively. The Company recognized total debt discount amortized of $13,608 as interest expenses from the day the notes were issued till the day the notes were converted.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2017

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

The Company has 82,444,266 shares of common stock issued and outstanding as of September 30, 2017. The Company has 100,000,000 shares of common stock contracted but yet to be issued as per Form 8-K dated January 6, 2016.

On December 30, 2016, the Company issued 480,000 shares at $0.02 a share and totaling $9,600. On January 12, 2017, the Company issued 8,957,372 shares at $0.02 a share and totaling $179,147. On May 8, 2017, the Company issued 14,687,794 shares at $0.02 a share and totaling $293,756.

On March 29, 2015, the Company issued 16,499,400 shares at $0.005 a share and totaling $82,497 and 8,249,700 shares at $0.01 a share and totaling $82,497 as conversions of two promissory notes payable for past advances and loans. (Refer to Note 7)

Equity – Additional Paid-In Capital

The Company recognized imputed interest expense on related party advances in the amounts of $2,168 for the year ended December 31, 2015 as corresponding contribution to capital.

Stock options

On July 30, 2011, the Company issued an option to purchase 8,000,000 common shares to an officer of the Company in consideration for services at $0.10 per share valued at nil on the date of grant as compensation.

The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions:

	July 30, 2011
Expected option life (year)		8
Expected volatility		58.62	%*
Expected dividends		0.00	%
Risk-free rate(s)		2.32	%

__________________

* As a thinly traded public entity, it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies’ historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies’ historical volatility as its expected volatility.

The fair value of the stock options issued on July 31, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. On August 22, 2015, all the remaining unvested stock options became vested

For the nine months ended September 30, 2017 and 2016, $nil and $nil respectively, was recognized as compensation expense for stock options issued.

Summary of Compensation Expense-Options

Date	Value on Date of Grant		Expenses Reported		Expense Projected	True-up Amount			Cumulative Reported Expense		Unrecognized Compensation		Weighted Average Period to Recognize
7/30/2011		504,024										504,024		7.0
1/31/2012				16,053						31,933		472,091		6.5
1/31/2013				61,132			(43	)		95,065		408,959		5.5
1/31/2014				62,891			43			157,957		346,067		4.5
1/31/2015				62,941						220,898		283,126		3.5
12/31/2015				283,126						504,024		-		-

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COMMITMENTS, CONTINGENCIES, RISKS AND UNCERTAINTIES

9 Months Ended

Sep. 30, 2017

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 $2,250). The lease was not renewed and the Company continues to rent the property on a month to month basis.

The rent expenses were $20,712 and $22,601 for the nine months ended September 30, 2017 and 2016, 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 $56,592). 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 had no concentration in demand for its products.

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.

Contingent Liability

A former Director of the Company represents that the Company owes back compensation for services he believes he rendered to the Company and expenses he paid on behalf of the Company. The Company believes all balances owed to him have been settled in prior periods. The Company asserts that a claim has not be filed against the Company for potential damages; accordingly, the Company is unable to reasonably estimate a potential loss or liability in this matter including related legal costs. In the event that a claim is filed against the Company, the Company will provide further disclosure.

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TERM LOAN

9 Months Ended

Sep. 30, 2017

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 September 30, 2017.

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. $3,582) for 240 installments.

The outstanding balance of the term loan is $511,741, of which $19,676 is due within one operating period and classified as short term, and $492,065 is due after one operating period, and has classified as long term.

Interest expenses were $17,398 and $26,268 for the nine months ended September 30, 2017 and 2016, respectively.

	September 30,		December 31,
	2017		2016
Repayable within 1 year.	$	19,676	$	17,912
Repayable within 2 year		20,611		18,745
Repayable within 3 year		21,593		19,638
Repayable within 4 year		22,620		20,573
Repayable within 5 year		23,691		21,551
Repayable after 5 year		403,550		395,931
Total Due from		511,741		494,350

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2017

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Summary Of Significant Accounting Policies Policies

Basis of presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. Significant inter-company transactions have been eliminated in consolidation.

In accordance with ASC 805-50-45-5, for transactions between entities under common control, financial statements and financial information presented for prior periods have been be retroactively adjusted to furnish comparative information. The accompanying consolidated financial statements are presented retrospectively as though the share exchange agreement between the UMHL and Umatrin occurred at the beginning of the first period presented.

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) applicable to interim financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Interim results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the interim periods have been included. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2016, as not all disclosures required by generally accepted accounting principles for annual financial statements are presented. The interim financial statements follow the same accounting policies and methods of computations as the audited financial statements for the year ended December 31, 2016.

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.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.

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
September 30, 2017		4.2213		4.3453
December 31, 2016		4.4824		4.1489
September 30, 2016		4.1162		4.0795

Fair value of financial instruments

The Company’s balance sheet includes financial instruments, including cash, term loan, 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, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

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 September 30, 2017. 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.

Related parties

The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

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, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

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 periods ended September 30, 2017 and December 31, 2016 were $31,881 and $133,269 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 expenses were $nil and $nil for the three months ended September 30, 2017 and 2016, respectively.

At September 30, 2017 and December 31, 2016, the Company did not have any outstanding trade receivables.

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. Only defects products could be return to our suppliers.

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	40 years
Land	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 Long-lived Assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company recorded no impairment charge for the nine months ended September 30, 2017 and 2016.

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.

The Company’s revenue recognition policy for both retail customers and authorized dealer customers is the same. Sales are considered final when possession of the product is passed to the customer. There is no policy for dealers to return any unsold products unless it the product was defective; accordingly, the Company does not accrue for expected returns.

Commission

The Company expenses commission costs as incurred and includes it in selling expenses. The Company expenses commission costs as incurred and includes it in selling expenses. The Company grants commission to dealers and promoters to promote and sell the products. Amount of commission is based upon agreed value between the Company and the dealers and promoters as there is no fix basis for such amount.

Advertising

The Company expenses advertising costs as incurred and includes it in selling expenses. The Company recorded $3,418 and $0 for advertising and promotions expenses during the nine months ended September 30, 2017 and 2016, respectively.

Income taxes and valuation allowance

The Company follows ASC 740, Income Taxes. The Company records deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. The Company recognizes the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. The Company record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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.

Comprehensive income (loss)

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) ASC 220 Reporting Comprehensive Income, and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. The Company’s comprehensive income (loss) consists of net income (loss) and foreign currency translation adjustments.

Segment information

The Company adopted ASC-280, Disclosures about Segments of an Enterprise and Related Information, which requires certain financial and supplementary information to be disclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in one business segment (marketing and sales) and in one geographical segment Malaysia, because all of the Company’s current operations are conducted in Malaysia.

Recent accounting pronouncements

In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which revises the accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The new guidance requires the fair value measurement of investments in equity securities and other ownership interests in an entity, including investments in partnerships, unincorporated joint ventures and limited liability companies (collectively, equity securities) that do not result in consolidation and are not accounted for under the equity method. Entities will need to measure these investments and recognize changes in fair value in net income. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities they classify under current guidance as available for sale in other comprehensive income (OCI). They also will no longer be able to use the cost method of accounting for equity securities that do not have readily determinable fair values. Instead, for these types of equity investments that do not otherwise qualify for the net asset value practical expedient, entities will be permitted to elect a practicability exception and measure the investment at cost less impairment plus or minus observable price changes (in orderly transactions). The ASU also establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option (FVO) has been elected. Under this guidance, an entity would be required to separately present in OCI the portion of the total fair value change attributable to instrument-specific credit risk as opposed to reflecting the entire amount in earnings. For derivative liabilities for which the FVO has been elected, however, any changes in fair value attributable to instrument-specific credit risk would continue to be presented in net income, which is consistent with current guidance. The standard is effective beginning January 1, 2018 via a cumulative-effect adjustment to beginning retained earnings, except for guidance relative to equity securities without readily determinable fair values which is applied prospectively. The Company is currently assessing this ASU’s impact on the consolidated results of operations and financial condition.

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 No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the existing requirement to apply the equity method of accounting retrospectively (revising prior periods as if the equity method had always been applied) when an entity obtains significant influence over a previously held investment. The new guidance would require the investor to apply the equity method prospectively from the date the investment qualifies for the equity method. The investor would add the carrying value of the existing investment to the cost of any additional investment to determine the initial cost basis of the equity method investment. This ASU is effective January 1, 2017 on a prospective basis, with early adoption permitted. The Company would apply this guidance to investments that transition to the equity method after the adoption date.

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.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The ASU also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. The ASU is effective January 1, 2018, with early adoption permitted. The standard requires application using a retrospective transition method. The Company does not expect this ASU to have a material impact on the consolidated results of operations and financial condition.

In October 2016, the FASB issued ASU No. deferred from past intercompany transactions involving non-inventory assets to opening retained earnings. In addition, an entity would record deferred tax assets with an offset to opening retained earnings for amounts that entity had previously not recognized under existing guidance 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which modifies existing guidance and is intended to reduce diversity in practice with respect to the accounting for the income tax consequences of intra-entity transfers of assets. The ASU indicates that the current exception to income tax accounting that requires companies to defer the income tax effects of certain intercompany transactions would apply only to intercompany inventory transactions. That is, the exception would no longer apply to intercompany sales and transfers of other assets (e.g., intangible assets). Under the existing exception, income tax expense associated with intra-entity profits in an intercompany sale or transfer of assets is eliminated from earnings. Instead, that cost is deferred and recorded on the balance sheet (e.g., as a prepaid asset) until the assets leave the consolidated group. Similarly, the entity is prohibited from recognizing deferred tax assets for the increases in tax bases due to the intercompany sale or transfer. The ASU is effective January 1, 2018, with early adoption permitted as of January 1, 2017. The standard requires modified retrospective transition with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. Upon adoption, a company would write off any income tax effects that had been but would recognize under the new guidance.

In October 2016, the FASB issued ASU No. 2016-17, Interests Held through Related Parties That Are under Common Control, which modifies existing guidance with respect to how a decision maker that holds an indirect interest in a variable interest entity (VIE) through a common control party determines whether it is the primary beneficiary of the VIE as part of the analysis of whether the VIE would need to be consolidated. Under the ASU, a decision maker would need to consider only its proportionate indirect interest in the VIE held through a common control party. Previous guidance had required the decision maker to treat the common control party’s interest in the VIE as if the decision maker held the interest itself. As a result of the ASU, in certain cases, previous consolidation conclusions may change. The standard is effective January 1, 2017 with retrospective application to January 1, 2016. The Company does not have significant involvement with entities subject to consolidation considerations impacted by VIE model factors. As a result, the Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.

In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. Under the ASU, changes in restricted cash and restricted cash equivalents would be included along with those of cash and cash equivalents in the statement of cash flows. As a result, entities would no longer present transfers between cash/equivalents and restricted cash/equivalents in the statement of cash flows. In addition, a reconciliation between the balance sheet and the statement of cash flows would be disclosed when the balance sheet includes more than one line item for cash/equivalents and restricted cash/equivalents. The ASU is effective January 1, 2018, with early adoption permitted. Entities are required to apply the standard’s provisions on a retrospective basis. The Company does not expect this ASU to have a material impact on the Company’s consolidated results of operations and financial condition.

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. The ASU is effective January 1, 2018 on a prospective basis with early adoption permitted. The Company would apply this guidance to applicable transactions after the adoption date.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. For the Company, this ASU is effective prospectively to impairment tests beginning January 1, 2020, with early adoption permitted. The Company would apply this guidance to applicable impairment tests after the adoption date.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2017

Significant Accounting Policies Tables

Exchange rate used for the translation as follows:

	Period End		Average
US$ to MYR	Rate		Rate
September 30, 2017		4.2213		4.3453
December 31, 2016		4.4824		4.1489
September 30, 2016		4.1162		4.0795

Estimated useful lives of assets

Computer and software	5 years
Furniture and fittings	10 years
Office equipment	10 years
Renovation and improvements	10 years
Building	40 years
Land	95 years

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LAND, PROPERTY & EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2017

Land Property Equipment Tables

Land, property & equipment

	September 30,			December 31,
	2017			2016
Computer and software	$	20,927		$	19,708
Furniture and fittings		28,899			27,215
Office equipment		42,171			39,603
Renovations and improvements		337,640			302,238
Building		883,066			831,626
Land		216,667			204,045
Total		1,529,370			1,424,436
Less: accumulated depreciation		(167,344	)		(108,777	)
Net	$	1,362,026		$	1,315,659

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RELATED PARTIES TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2017

Related Parties Transactions Tables

Due from related parties

	September 30,		December 31,
	2017		2016		Purpose
Global Bizrewards Sdn. Bhd.	$	231,108	$	97,939	Advance
M1 Tech Sdn. Bhd. (fka. Fine Portal Sdn Bhd)		18,315		14,055	Advance
Sportlight Academy Sdn. Bhd.		12,416		10,907	Advance
M1Elite Sdn. Bhd.		13,590		5,744	Advance
Davan Trading Sdn. Bhd.		427		-	Advance
Global Patronage Sdn. Bhd.		156		-	Advance
Netbizz Worldwide(M)Sdn.Bhd.		213		-	Advance
Asia Solar Energy (F) Sdn.Bhd		900		-	Advance
Total Due from		277,125		128,645

Due to related parties

	September 30,		December 31,
	2017		2016		Purpose
Dato Sri Warren Eu Hin Chai	$	507,947	$	606,928	Capital Advance
Michael A. Zahorik		30,307		30,307	Capital Advance
SKH Media Sdn. Bhd.		31,134		18,179	Capital Advance, inventory purchase and rental
Total Due to		569,388		655,414

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2017

Stockholders Equity Tables

Schedule of fair value of the option grant estimated

	July 30, 2011
Expected option life (year)		8
Expected volatility		58.62	%*
Expected dividends		0.00	%
Risk-free rate(s)		2.32	%

Schedule of compensation Expense-Options

Date	Value on Date of Grant		Expenses Reported		Expense Projected	True-up Amount			Cumulative Reported Expense		Unrecognized Compensation		Weighted Average Period to Recognize
7/30/2011		504,024										504,024		7.0
1/31/2012				16,053						31,933		472,091		6.5
1/31/2013				61,132			(43	)		95,065		408,959		5.5
1/31/2014				62,891			43			157,957		346,067		4.5
1/31/2015				62,941						220,898		283,126		3.5
12/31/2015				283,126						504,024		-		-

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TERM LOAN (Tables)

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Schedule of Interest expense

Interest expenses were $17,398 and $26,268 for the nine months ended September 30, 2017 and 2016, respectively.

	September 30,		December 31,
	2017		2016
Repayable within 1 year.	$	19,676	$	17,912
Repayable within 2 year		20,611		18,745
Repayable within 3 year		21,593		19,638
Repayable within 4 year		22,620		20,573
Repayable within 5 year		23,691		21,551
Repayable after 5 year		403,550		395,931
Total Due from		511,741		494,350

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ORGANIZATION (Details Narrative) - shares		9 Months Ended
	Jan. 06, 2016	Sep. 30, 2017
State or Country of incorporation		Delaware
Incorporation date		Feb. 02, 2005
U Matrin Worldwide SDN. BHD [Member]
State or Country of incorporation	Malaysia
Incorporation date	Jul. 22, 1993
Equity ownership, percentage	80.00%
Business acquisition equity interest, shares issued	100,000,000
Dato' Sri Eu Hin Chai [Member]
Equity ownership, percentage		76.00%
Dato' Sri Eu Hin Chai [Member] | Business combination [Member]
Equity ownership, percentage		61.25%
Dato' Liew Kok Hong [Member] | Business combination [Member]
Equity ownership, percentage		38.75%

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SIGNIFICANT ACCONTING POLICIES (Details) - US$ to MYR [Member]	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016
Foreign currency translation Period End Rate	4.2213	4.4824	4.1162
Foreign currency translation average exchange rate	4.3453	4.1489	4.0795

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SIGNIFICANT ACCONTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 2017
Computer and software [Member]
Estimated useful lives	5 years
Furniture and fittings [Member]
Estimated useful lives	10 years
Office equipment [Member]
Estimated useful lives	10 years
Renovation and improvements [Member]
Estimated useful lives	10 years
Building [Member]
Estimated useful lives	40 years
Land [Member]
Estimated useful lives	95 years

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SIGNIFICANT ACCONTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Significant Acconting Policies Details Narrative
Cash and cash equivalents	$ 31,881	$ 37,846	$ 133,269	$ 174,113
Bad debt expense	0	0
Advertising and promotions expenses	$ 3,418	$ 0

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Going Concern Details Narrative
Accumulated deficit	$ (2,709,298)		$ (2,709,298)		$ (2,427,575)
Net loss	$ (172,595)	$ (170,685)	$ (331,916)	$ (140,962)

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LAND, PROPERTY & EQUIPMENT (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Total fixed assets	$ 1,529,370	$ 1,424,436
Less: accumulated depreciation	(167,344)	(108,777)
Fixed assets, net	1,362,027	1,315,659
Computer and software [Member]
Total fixed assets	20,927	19,708
Furniture and fittings [Member]
Total fixed assets	28,899	27,215
Office equipment [Member]
Total fixed assets	42,171	39,603
Renovation and improvements [Member]
Total fixed assets	337,640	302,238
Building [Member]
Total fixed assets	883,066	831,626
Land [Member]
Total fixed assets	$ 216,667	$ 204,045

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LAND, PROPERTY & EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Land Property Equipment Details Narrative
General and administrative expenses	$ 50,359	$ 41,982

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RELATED PARTIES TRANSACTIONS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Total Due from	$ 277,125	$ 128,645
Global Bizrewards Sdn. Bhd. [Member]
Total Due from	$ 231,108	97,939
Purpose	Advance
Fine Portal Sdn. Bhd. [Member]
Total Due from	$ 18,315	14,055
Purpose	Advance
SportlightAcademySdnBhd [Member]
Total Due from	$ 12,416	10,907
Purpose	Advance
M1Elite Sdn. Bhd. [Member]
Total Due from	$ 13,590	5,744
Purpose	Advance
Davan Trading Sdn. Bhd. [Member]
Total Due from	$ 427
Purpose	Advance
Global Patronage Sdn. Bhd. [Member]
Total Due from	$ 156
Purpose	Advance
Netbizz Worldwide(M)Sdn.Bhd. [Member]
Total Due from	$ 213
Purpose	Advance
Asia Solar Energy (F) Sdn.Bhd. [Member]
Total Due from	$ 900
Purpose	Advance

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RELATED PARTIES TRANSACTIONS (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Total Due to	$ 569,388	$ 655,414
Dato Sri Warren Eu Hin Chai [Member]
Total Due to	$ 507,947	606,928
Purpose for due to related parties	Capital Advance
Michael A. Zahorik [Member]
Total Due to	$ 30,307	30,307
Purpose for due to related parties	Capital Advance
SKH Media Sdn. Bhd [Member]
Total Due to	$ 31,134	$ 18,179
Purpose for due to related parties	Capital Advance, inventory purchase and rental

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RELATED PARTIES TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Related Party Transaction [Line Items]
Imputed interest expense	$ 0	$ 13,212
SKH Media Sdn. Bhd. and Creative Iconic Sdn. Bhd. [Member]
Related Party Transaction [Line Items]
Purchased Inventory	0	260,685
SKH Media Sdn. Bhd [Member]
Related Party Transaction [Line Items]
Rent expenses	$ 20,712	$ 22,061

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CONVERTIBLE NOTE PAYABLE (Details Narrative)	1 Months Ended		9 Months Ended		48 Months Ended
	Mar. 29, 2015 USD ($) $ / shares shares	Sep. 15, 2013 USD ($) Number $ / shares	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)
Advances from shareholders		$ 164,994
Number of notes payable | Number		2
Convertible Notes Payable 1 [Member]
Convertible notes payable		$ 82,497
Conversion price | $ / shares	$ 0.005	$ 0.005
Maturity date		Sep. 15, 2023
Debt instrument discounted rate		3.24%
Debt discount, percentage		100.00%
Debt discount amortization period		10 years
Debt conversion original amount	$ 82,497
Debt conversion converted instrument shares issued | shares	16,499,400
Convertible Notes Payable 2 [Member]
Convertible notes payable		$ 82,497
Conversion price | $ / shares	$ 0.01	$ 0.01
Maturity date		Sep. 15, 2023
Debt instrument discounted rate		3.24%
Debt discount, percentage		100.00%
Debt discount amortization period		10 years
Debt conversion original amount	$ 82,497
Debt conversion converted instrument shares issued | shares	8,249,700
Convertible Notes Payable [Member]
Amortization of debt discount			$ 0	$ 13,212	$ 13,608

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STOCKHOLDERS' EQUITY (Details)	6 Months Ended
	Jul. 30, 2011
Stockholders Equity Details
Expected option life (year)	8 years
Expected volatility	58.62%	[1]
Expected dividends	0.00%
Risk-free rate(s)	2.32%

[1] As a thinly traded public entity, it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies' historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies' historical volatility as its expected volatility.

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STOCKHOLDERS' EQUITY (Details 1)	9 Months Ended
	Sep. 30, 2017 USD ($)
Compensation Expense 1 [Member]
Compensation expense date	Jul. 30, 2011
Projected Fair Value on Date of Grant	$ 504,024
Expense Reported
Expense Projected
True-Up Amount
Cumulative Reported Expense
Unrecognized Compensation	$ 504,024
Weighted Average Period to Recognize	7 years
Compensation Expense 2 [Member]
Compensation expense date	Jan. 31, 2012
Expense Reported	$ 16,053
Expense Projected
True-Up Amount
Cumulative Reported Expense	31,933
Unrecognized Compensation	$ 472,091
Weighted Average Period to Recognize	6 years 6 months
Compensation Expense 3 [Member]
Compensation expense date	Jan. 31, 2013
Expense Reported	$ 61,132
Expense Projected
True-Up Amount	(43)
Cumulative Reported Expense	95,065
Unrecognized Compensation	$ 408,959
Weighted Average Period to Recognize	5 years 6 months
Compensation Expense 4 [Member]
Compensation expense date	Jan. 31, 2014
Expense Reported	$ 62,891
Expense Projected
True-Up Amount	43
Cumulative Reported Expense	157,957
Unrecognized Compensation	$ 346,067
Weighted Average Period to Recognize	4 years 6 months
Compensation Expense 5 [Member]
Compensation expense date	Jan. 31, 2015
Expense Reported	$ 62,941
Expense Projected
True-Up Amount
Cumulative Reported Expense	220,898
Unrecognized Compensation	$ 283,126
Weighted Average Period to Recognize	3 years 6 months
Compensation Expense 6 [Member]
Compensation expense date	Dec. 31, 2015
Expense Reported	$ 283,126
Expense Projected
True-Up Amount
Cumulative Reported Expense	504,024
Unrecognized Compensation

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STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)			1 Months Ended			9 Months Ended		12 Months Ended
	May 08, 2017	Jan. 12, 2017	Dec. 30, 2016	Mar. 29, 2015	Jul. 31, 2011	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2015	Dec. 31, 2016	Feb. 20, 2015	Sep. 15, 2013	Jul. 30, 2011
Related Party Transaction [Line Items]
Common stock shares authorized						500,000,000			500,000,000	100,000,000
Common stock par value						$ 0.00001			$ 0.00001	$ 0.001
Designated preferred stock, shares authorized						10,000,000			10,000,000	10,000,000
Designated preferred stock, par value						$ 0.00001			$ 0.00001	$ 0.00001
Common stock, Issued						182,444,266			167,756,472
Common stock, Outstanding						182,444,266			167,756,472
Imputed Interest expenses							$ 24,252	$ 2,168
Price per share	$ 0.02	$ 0.02	$ 0.02
Shares issued	14,687,794	8,957,372	480,000
Proceeds from issuance of common stock	$ 293,756	$ 179,147	$ 9,600
Stock options [Member]
Related Party Transaction [Line Items]
Price per share												$ 0.10
Common stock shares reserved for future issuance												8,000,000
Fair value of stock options					$ 504,024
Share based compensation expense						$ 0	$ 0
Convertible Notes Payable 1 [Member]
Related Party Transaction [Line Items]
Debt conversion original amount				$ 82,497
Debt conversion converted instrument shares issued				16,499,400
Conversion price				$ 0.005							$ 0.005
Convertible Notes Payable 2 [Member]
Related Party Transaction [Line Items]
Debt conversion original amount				$ 82,497
Debt conversion converted instrument shares issued				8,249,700
Conversion price				$ 0.01							$ 0.01
Common Stock
Related Party Transaction [Line Items]
Common stock, Issued						82,444,266
Common stock, Outstanding						82,444,266

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COMMITMENTS, CONTINGENCIES, RISKS AND UNCERTAINTIES (Details Narrative) - USD ($)	9 Months Ended		11 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Oct. 31, 2015
Operating lease rent expenses periodic payments			$ 2,250
Frequency of periodic payments			Monthly
Operating lease expiration date			Oct. 31, 2015
Maximum [Member]
Concentration and Credit risk federally insured, Amount	$ 56,592
SKH Media Sdn. Bhd [Member]
Operating lease rental expense	$ 20,712	$ 22,061

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TERM LOAN (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Term Loan Details
Repayable within 1 year	$ 19,676	$ 17,912
Repayable within 2 year	20,611	18,745
Repayable within 3 year	21,593	19,638
Repayable within 4 year	22,620	20,573
Repayable within 5 year	23,691	21,551
Repayable after 5 year	403,550	395,931
Total Due from	$ 511,741	$ 494,350

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TERM LOAN (Details Narrative)	1 Months Ended		9 Months Ended
	Jul. 27, 2015 USD ($) Number	Dec. 23, 2014 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Term Loan Details
Term loan, maximum borrowing capacity		$ 657,507
Amount of term loan borrowed	$ 609,554
Period of term loan		240 months
Description for interest rate		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
Term loan, periodic payments	$ 3,582
Number of installments | Number	240
Base Lending Rate			6.85%
Interest expenses			$ 17,398	$ 26,268
Term loan outstanding			511,741
Term loan payable-current portion			19,676		$ 17,912
Term loan payable-long term portion			$ 492,065		$ 476,438