Report
of Independent Registered Public Accounting Firms
|
|
TOTAL
ASIA ASSOCIATES PLT
(LLP0016837-LCA
& AF002128)
A
Firm registered with US PCAOB and Malaysian MIA
C-3-1,
Megan Avenue 1, 189 Off Jalan Tun Razak,
50400
Kuala Lumpur, Malaysia.
Tel:
(603) 2733 9989
|
To
the Shareholders and Board of Directors of
TRENDMAKER, INC. LIMITED
Lot
56935 Jalan 9/8, Seksyen 9,
Bandar
Baru Bangi,
Selangor
Darul Ehsan, Malaysia
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Trendmaker, Inc. Limited (the ‘Company’) as of July 31, 2017 and the
related statements of income, stockholders’ equity, and cash flows for the year ended of July 31, 2017, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of July 31, 2017, and the results of its operations and its
cash flows for the year ended July 31, 2017, in conformity with accounting principles generally accepted in the United States
of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 7 to the financial statements, for the year ended July 31, 2017 the Company incurred a net loss and has yet to generate
revenue. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
|
|
TOTAL
ASIA ASSOCIATES PLT
|
|
We
have served as the Company’s auditor since 2018.
|
|
Kuala
Lumpur, Malaysia
|
|
|
|
May
3, 2019
|
|
TRENDMAKER
INC. LIMITED
CONDENSED
BALANCE SHEETS
As
of July 31, 2017 and July 31, 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
|
|
|
(Restated)
|
|
|
|
July
31,
2017
|
|
|
July
31,
2016
|
|
ASSETS
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Due
from related party
|
|
$
|
438,686
|
|
|
$
|
-
|
|
Total
Current Assets
|
|
|
438,686
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
438,686
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued expenses
|
|
$
|
16,698
|
|
|
$
|
14,246
|
|
Loan payable –
related party
|
|
|
-
|
|
|
|
39,905
|
|
Due
to related party
|
|
|
203,700
|
|
|
|
-
|
|
Total
Current Liabilities
|
|
|
220,398
|
|
|
|
54,151
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
$
|
220,398
|
|
|
$
|
54,151
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
(See Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
Equity
|
|
|
|
|
|
|
|
|
Preferred stock,
$0.0001 par value; 10,000,000 shares authorized, none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.0001
par value; 100,000,000 shares authorized, 13,537,000 and 12,875,000 issued and outstanding, respectively
|
|
|
1,354
|
|
|
|
1,288
|
|
Additional paid-in
capital
|
|
|
825,166
|
|
|
|
269,152
|
|
Accumulated
deficit
|
|
$
|
(608,232
|
)
|
|
$
|
(324,591
|
)
|
|
|
|
|
|
|
|
|
|
Total
Stockholders’ Equity
|
|
|
218,288
|
|
|
|
(54,151
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders’ Equity
|
|
$
|
438,686
|
|
|
$
|
-
|
|
See
accompanying notes to financial statements
TRENDMAKER
INC. LIMITED
CONDENSED
STATEMENT OF OPERATION AND COMPREHENSIVE INCOME
For
the Year Ended July 31, 2017 and 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
|
|
|
(Restated)
|
|
|
|
For
the Year Ended
July 31, 2017
|
|
|
For
the Year Ended
July 31, 2016
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
111
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Gross Income
|
|
|
-
|
|
|
|
111
|
|
|
|
|
|
|
|
|
|
|
Other Service Fees
|
|
|
64,800
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Professional Fees
|
|
|
(112,629
|
)
|
|
|
(46,363
|
)
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
(235,812
|
)
|
|
|
(91,355
|
)
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
-
|
|
|
|
(300
|
)
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
BEFORE INCOME TAXES
|
|
|
(283,641
|
)
|
|
|
(137,907
|
)
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(283,641
|
)
|
|
$
|
(137,907
|
)
|
|
|
|
|
|
|
|
|
|
Net Loss Per
Share – Basic and Diluted
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average
number of shares outstanding during the year – Basic and Diluted
|
|
|
13,371,543
|
|
|
|
12,875,000
|
|
See
accompanying notes to financial statement
TRENDMAKER
INC. LIMITED
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For
the Year Ended July 31, 2017
(Currency
expressed in United States Dollars (“US$”))
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016
NOTE
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A)
Organization
Nuts
and Bolts International, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 21,
2013 to create and publish electronic non-fiction books (“eBooks”) through the internet. The Company was formed to
create and distribute high quality, multimedia eBooks for the hobby and do-it-yourself consumer markets. These operations were
carried on through the Company’s wholly-owned subsidiary Nuts & Bolts Publishing, LLC. These operations have been discontinued
and the Company’s subsidiary has been dissolved.
In
connection with the Change of Control, on February 29, 2016, effective April 14, 2016, the Company filed with the State of Nevada
a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Nuts and Bolts International,
Inc. to Trendmaker Inc. Limited.
On
February 29, 2016, the Company entered into a Stock Purchase Agreement (the “SPA”) with the former director and officer
of the Company (the “Seller”), and the current director and officer (the “Purchaser”), under which the
Purchaser purchased 5,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”),
for an aggregate purchase price of $155,000, payable in full to the Seller (a “Change of Control”). The Shares represent
all of the Seller’s interest in and to any securities of the Company, and make up 77.67% of the issued and outstanding shares
of common stock of the Company. The SPA closed and the Change of Control occurred on February 29, 2016. Following the change of
control, the Company elected to terminate its previous business plan to engage in eBook publishing, and adopt a new business plan
related to acting as an investment holding company and providing management and consulting services.
The
Company is now acting as an investment holding company and providing management and consulting services to Trendmaker Pte, Ltd.,
a Singapore entity and related party whose subsidiaries include Phyto Science Sdn Bhd (a Malaysia entity) and Phytoscience Trendmaker
Pvt Ltd (an Indian entity).
(B)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation
of in kind contribution of services, valuation of deferred tax assets. Actual results could differ from those estimates.
(C)
Cash and Cash Equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
At July 31, 2017 and July 31, 2016, the Company had no cash and cash equivalents.
(D)
Loss Per Share
Basic
and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB
ASC No. 260, “Earnings Per Share.” As of July 31, 2017 and July 31, 2016, there were no common share equivalents outstanding.
TRENDMAKER
INC. LIMITED
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016
(E)
Income Taxes
The
Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
(F)
Revenue Recognition
The
Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all
cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the
service is performed and collectability of the resulting receivable is reasonably assured. The Company has generated revenue of
$64,800 from providing other service fees during the year ended July 31, 2017.
(G)
Fair Value of Financial Instruments
The
Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including
cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their
short maturities.
TRENDMAKER
INC. LIMITED
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016
We
adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material
impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for
measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather
applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to
measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable
market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the
service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
Level
1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level
2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar
assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not
active.
Level
3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed
by us, which reflect those that a market participant would use.
(H)
Recent Accounting Pronouncements
In
August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements
Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.
Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial
doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments
in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of
footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by
incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments
(1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods,
(3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when
substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and
other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date
that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and
nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing
the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In
August 2015, FASB issued Accounting Standards Update (“ASU”) No.2015-14, “Revenue from Contracts with Customers
(Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public
business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09
to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.
Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting
periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods
beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15,
2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December
15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in
Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within
annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in
ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results
of operations, cash flows or financial condition.
TRENDMAKER
INC. LIMITED
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016
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) that clarifies how to apply revenue recognition guidance related to whether an entity is
a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or
services before they are transferred to the customer and provides additional guidance about how to apply the control principle
when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08
is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December
15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its financial
statements.
All
other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.
NOTE
2 INCOME TAXES
For
the year ended July 31, 2017 and year ended July 31, 2016, the local (United States) loss before income taxes were comprised of
the following:
|
|
For
the year ended
July 31, 2017
|
|
|
For
the year ended
July 31, 2016
|
|
|
|
|
|
|
|
|
Tax jurisdictions from:
|
|
|
|
|
|
|
|
|
- Local
|
|
$
|
(283,641
|
)
|
|
$
|
(137,907
|
)
|
Loss before income
tax
|
|
$
|
(283,641
|
)
|
|
$
|
(137,907
|
)
|
The
provision for income taxes consisted of the following:
|
|
|
For
the year
ended
July 31, 2017
|
|
|
|
For
the year
ended
July 31, 2016
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
- Local
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
- Local
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
$
|
-
|
|
|
$
|
-
|
|
United
States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2017,
the operations in the United States of America incurred $608,232 of cumulative net operating losses which can be carried forward
to offset future taxable income. The net operating loss carry forwards begin to expire in 2037, if unutilized. The tax valuation
allowance for July 31, 2017 and July 31, 2016 are $212,881 and $113,607 respectively.
TRENDMAKER
INC. LIMITED
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016
NOTE
3 STOCKHOLDERS’ EQUITY
(A)
Preferred Stock
The
Company was incorporated on August 21, 2013. The Company is authorized to issue 10,000,000 shares of preferred stock with a par
value of $0.0001 per share. Preferred stock may be issued in one or more series with rights and preferences are to be determined
by the board of directors. As of July 31, 2017 and 2016, no shares of preferred stock have been issued.
(B)
Common Stock
The
Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share.
Between
August 1, 2016 and April 30, 2017, the Company issued 662,000 additional shares of common stock to 143 shareholders at $0.84 per
share for total proceeds of $556,080.
As
at July 31, 2017, the Company has 13,537,000 shares of common stock outstanding.
NOTE
4 COMMITMENTS AND CONTINGENCIES
(A)
Consulting Agreements
On
April 1, 2016 the Company entered into a consulting agreement to receive administrative and other miscellaneous services. The
Company is required to pay $2,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement.
(B)
Consulting Revenue – Related Party
On
April 15, 2016, the Company entered into a consulting agreement to provide consulting services to Trendmaker Pte, Ltd, a related
party.
TRENDMAKER
INC. LIMITED
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016
NOTE
5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payable and accrued expenses consisted of the followings at July 31, 2017 and July 31, 2016.
|
|
As
of July 31, 2017
|
|
|
As
of July 31, 2016
|
|
Accounts payable
|
|
$
|
11,698
|
|
|
$
|
11,002
|
|
Accrued expenses
|
|
|
5,000
|
|
|
|
3,244
|
|
Total accounts
payable and accrued expenses
|
|
$
|
16,698
|
|
|
$
|
14,246
|
|
NOTE
6 RELATED PARTY TRANSACTIONS
|
|
As of July
31, 2017
|
|
|
As of July
31, 2016
|
|
Due from related party:
|
|
|
|
|
|
|
|
|
Related
Party A
|
|
$
|
438,686
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Due to related party:
|
|
|
|
|
|
|
|
|
Related
Party B
|
|
$
|
203,700
|
|
|
$
|
-
|
|
As
of July 31, 2017, the balance US$438,686 represented an outstanding amount due from Related Party A. Related Party A is having
common director with the Company. The amount due is unsecured, interest-free with no fixed repayment term.
As
of July 31, 2017, the balance US$203,700 represented an outstanding amount payable to Related Party B. Related party B is a Company
set up in Singapore, having common director with the Company and has paid company operation expenses such as consultancy fee,
professional fee and audit fee on behalf of the Company. The amount due to related party are unsecured, interest-free with no
fixed repayment term, for working capital purpose.
NOTE
7 PRIOR YEAR ADJUSTMENTS
|
|
For
the year ended July 31, 2016
|
|
|
|
As
previously reported
|
|
|
Adjustments
|
|
|
Notes
|
|
|
As
Restated
|
|
Number
of common stocks
|
|
$
|
13,075,000
|
|
|
$
|
(200,000
|
)
|
|
|
A
|
|
|
$
|
12,875,000
|
|
Amount of shares
|
|
$
|
1,308
|
|
|
$
|
(20
|
)
|
|
|
A
|
|
|
$
|
1,288
|
|
Additional paid-in
capital
|
|
$
|
269,132
|
|
|
$
|
20
|
|
|
|
A
|
|
|
$
|
269,152
|
|
Accumulated deficit
|
|
$
|
324,590
|
|
|
$
|
1
|
|
|
|
B
|
|
|
$
|
324,591
|
|
Total equity
|
|
$
|
54,150
|
|
|
$
|
1
|
|
|
|
B
|
|
|
$
|
54,151
|
|
(A)
On September 17, 2015, the Company issued 100,000 shares of common stock with a par of $0.0001 for $10,000 ($0.10/share) and it
subjected to a 2:1 forward split at June 10, 2016. As a result of the forward split, the number of this issuance shares of common
stock was increased form 100,000 shares to 200,000 shares. Such issuance of shares has been cancelled.
(B)
Rounding adjustment.
NOTE
8 GOING CONCERN
As
reflected in the accompanying financial statements, the Company has working capital of $218,288 and stockholders’ equity
of $218,288, used cash in operations of $556,080 and has a net loss of $283,641 for the year ended July 31, 2017. This raises
substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management
believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity
for the Company to continue as a going concern.
TRENDMAKER
INC. LIMITED
NOTES
TO FINANCIAL STATEMENTS
AS
OF JULY 31, 2017 AND 2016 (Consolidated)
NOTE
9 SUBSEQUENT EVENT
The
Company has entered into an agreement with Phyto Science Sdn Bhd, a Malaysia corporation with which it is affiliated (“Phyto
Science”), to act as a finder in the introduction of potential private placement investors to the Company, and to provide
marketing and administrative services and support to the Company in conjunction with the conduct of the Private Placement. As
compensation for its services, Phyto Science is entitled to a fee equal to twenty-five percent (25%) of the gross offering proceeds
received by the Company. In addition, under the terms of the agreement between the Company and Phyto Science, the remaining seventy-five
percent (75%) of the offering proceeds (the “Net Proceeds”) from the Private Placement, are being held on the Company’s
behalf by Phyto Science. For a period of twenty-four (24) months from August 16, 2016 (the effective date of the agreement between
the Company and Phyto Science), the Net Proceeds held by Phyto Science are treated as a non-interest bearing loan. After the initial
twenty-four (24) months period, any remaining funds held by Phyto Science will be treated as a loan from the Company to Phyto
Science, and will bear interest at the rate of one percent (1%) per annum. The funds held by Phyto Science on the Company’s
behalf are payable at any time, in whole or in part, upon not less than thirty (30) days prior written notice to Phyto Science.