This discussion summarizes the significant factors affecting the operating
results, financial condition, liquidity and cash flows of the Company and its
subsidiaries for the fiscal years ended October 31, 2019 and 2018. The
discussion and analysis that follow should be read together with the section
entitled "Forward Looking Statements" and our consolidated financial statements
and the notes to the consolidated financial statements included elsewhere in
this annual report on Form 10-K.



Except for historical information, the matters discussed in this section are
forward looking statements that involve risks and uncertainties and are based
upon judgments concerning various factors that are beyond the Company's control.
Consequently, and because forward-looking statements are inherently subject to
risks and uncertainties, the actual results and outcomes may differ materially
from the results and outcomes discussed in the forward-looking statements. You
are urged to carefully review and consider the various disclosures made by

us in
this report.


Currency and exchange rate





Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars"
or "$" refer to the legal currency of the United States. References to "MYR" or
"RM" are to the Malaysian Ringgit, the legal currency of Malaysia. Throughout
this report, assets and liabilities of the Company's subsidiaries are translated
into U.S. dollars using the exchange rate on the balance sheet date. Revenue and
expenses are translated at average rates prevailing during the period. The gains
and losses resulting from translation of financial statements of foreign
subsidiaries are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders' equity.



Overview



During the fiscal year 2019, we operated in two business segments: (i) our oil
palm and durian plantation business; and (ii) our real estate business. Our oil
palm and durian plantation business is operated through Virtual Setup Sdn. Bhd.,
or VSSB, and our real estate business is primarily operated through PGCG Assets
Holdings Sdn. Bhd., or PGCG Assets, and Dunford Corporation Sdn Bhd. Oil palm
and durian comprise approximately 79% and 21% of our plantation business.



Summarized financial information regarding each revenue generating segment for the year ended October 31, 2019 is as follows:





                                                     Year ended October 31, 2019
                                     Plantation       Real Estate
                                      Business         Business        Corporate         Total

Revenues, net                       $    286,084     $   1,657,811     $        -     $  1,943,895
Less: inter-company revenues                   -           (25,756 )            -          (25,756 )

Revenues from external customers         286,084         1,632,055         

    -        1,918,139
Cost of revenues                         (82,983 )        (566,513 )            -         (649,496 )
Gross profit                             203,101         1,065,542              -        1,268,643
Depreciation                              12,434           463,140          6,062          481,636
Net income (loss)                         30,933            47,123       (345,377 )       (267,321 )
Total assets                           6,308,836        37,943,770        220,675       44,473,281

Expenditure for long-lived assets   $     33,515     $           -     $   

    -     $     33,515








  20






Our initial business plan launched in July 2010 broadly contemplated the
development, distribution and operation of mobile and online social networking,
ecommerce and search products and services. However, as a result of the
challenges we experienced in implementing our m-commerce business plan, we
entered the oil palm plantation and real estate businesses in 2012 and in 2014
discontinued our software business. Since the commencement of our business
segments, we (through our subsidiaries):



· Acquired an oil palm plantation in Malaysia which is operated through VSSB;

· Acquired 21.8921 hectares (54.10 acres) of vacant development land located

in Selangor, Malaysia, which is subject to a 99-year leasehold, expiring

July 30, 2100;




    ·   Acquired Dunford Corporation Sdn. Bhd., or Dunford, whose primary assets

consist of two parcels of undeveloped land located in Selangor, Malaysia


        aggregating approximately 31 acres;



· Acquired a 15 story commercial building located at Geran 10010, Lot 238

Section 43, Town and District of Kuala Lumpur, Wilayah Persekutuan, Kuala


        Lumpur, Malaysia; and



· Acquired a 12 story commercial building located at Megan Avenue 1, No.


        189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.



As we continue to develop, we may continue to experience significant fluctuations in revenue which may cause our gross profit to fluctuate.

Challenges From Our Oil Palm Planting Operations


The oil palm business is a highly regulated industry with prices subject to wide
fluctuations due to factors beyond our control such as weather conditions,
competition, global demand and government policies. Management has limited
experience operating in this industry and may not be able to successfully
navigate all industry specific factors in addition to any geopolitical factors
in Malaysia. If we are not able to successfully respond to any of these or other
factors, our business operations and financial results may be adversely
affected.



We are focused on the maintenance and operation of our oil palm plantation in
Malaysia. We believe that the value of our oil palm plantation has increased
since its acquisition, and while we have not pursued any discussions or received
any formal offers regarding the sale of our plantation, we may consider sales
offers in the future if a sale would maximize return to our investors.



Challenges From Our Durian Planting Operations


We commenced planting premium durian, of the "Musang King" variety, in the first
quarter of calendar year 2014. As of the date of this report, we have replanted
approximately 180 acres of our oil palm with premium durian trees. We planted an
average of 30 trees per acre and anticipate an average production of 35-50 grade
A fruits per tree for each of the two harvesting seasons per year.



We used the latest planting technology in 2016, which we hope will reduce the
maturity time of the durian tree from 5 years to 3 years. The durian trees
planted during the first phase has begun to bear fruits, and our first major
harvest occurred in July 2019. We expect the second and third phase to begin
bearing fruit by 2021 and the fourth phase by 2023, at the latest.







  21





Challenges From Our Real Estate Operations





Commercial Buildings



We generate rental income from our 12 story and 15 story commercial properties
and anticipate generating income from the sale of developed properties. As of
Oct 31, 2019, we occupy 2 floors of our 12 story commercial building as our
corporate headquarters, 6 floors have been leased to tenants at market rate. The
remaining 4 floors are currently vacant and we are actively attempting to lease
these 4 floors.



Our 15 story building is fully leased to Le Apple Boutique Hotel (KLCC) Sdn Bhd
("Le Apple") which operates a boutique hotel on the premises. The Rental
Agreement has an initial term of one (1) year commencing December 1, 2018 and
expiring November 30, 2019. Provided that there are no existing breaches by Le
Apple, we will be required to renew the lease for additional one-year terms for
a maximum aggregate term of thirty years. The monthly rental rate shall be
increased every three years at an increment rate of 5% to 10% of the current
monthly rental rate, or shall be based on the prevailing market rate, whichever
is lower. Our current rental rate has increased from RM400,000 to RM550,000
(approximately $131,520) from April 1, 2018.



Residential Property Development





On June 10, 2015, we received approval to develop our leasehold land located in
Puncak Alam. Due to challenges in the current Malaysian real property market, in
November 2015, we submitted a request to convert some of our planned
semi-detached and bungalow home parcels into cluster semi-detached homes to
improve the marketability of the development. We received approval of our
revised development plan on March 4, 2016.



On July 1, 2016, PGCG Assets entered into a memorandum of understanding ("MOU")
with Yong Tai Berhad, a public listed corporation in the main market of Bursa
Malaysia Berhad ("YTB") engaged in the business of commercial and residential
property development, to jointly develop our land (the "Land") located at Puncak
Alam (the "Proposed JV"). The MOU was terminated on February 15, 2017, pursuant
to the terms of a Mutual Termination of Memorandum of Understanding (the
"Termination MOU"). In light of the termination of the Proposed JV with YTB, we
intend to develop, market, promote and complete the construction on our own. Due
to market forces, we plan to begin construction by the end of calendar 2023, to
maximize profits.


We believe that we will require approximately RM5 to RM10 million in the aggregate to market, promote and complete construction of each phase of our Shah Alam 2 Eco Residential Development Project.





On September 8, 2016, the Urban Wellbeing, Housing and Local Government Ministry
of Malaysia announced the introduction of an initiative that will enable
property developers to provide loans to buyers at an annual interest rate
between 12 and 18 percent. Developers will be able to begin applying to the
ministry on September 8, 2016, for a moneylending license. It is our
understanding that loans made pursuant to such license will not be restricted to
first time homebuyers.



We are considering applying for such money lender's license to enable us to
provide financing to prospective buyers of our future properties. If we apply
and are successful in obtaining such license, we hope that we will be able to
boost sales of our properties that we have earmarked for development.



We continue to maintain a cautious but positive outlook for the residential
market based upon Malaysia's stable employment outlook, growth in household
income, formation of new households, and increased demand for affordable
residential property for first time home buyers. Developers such as us are
facing challenges of inconsistent supply and high cost of labour, increased
costs of building materials (such as cement and steel bars) and general
increased costs of doing business. Our market is also sensitive to changes in
lending rates and lending requirements as many homebuyers rely on financing to
make purchases. As a result, government or bank policies that result in
increased interest rates and or stricter lending requirements may adversely
affect the sales of our developed properties.



Results of Operations



As of October 31, 2019, we suffered from continuous operating loss from prior
years and working capital deficit of $1,467,703. Our continuation as a going
concern is dependent upon improving our profitability and the continuing
financial support from our stockholders or other capital sources. Management
believes that the continuing financial support from the existing shareholders
and external financing will provide the additional cash to meet our obligations
as they become due.







  22






These consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets and liabilities that may result in the Company not being able to continue
as a going concern.



The following table sets forth certain operational data for the years indicated:



                                        Fiscal Years Ended October 31,
                                            2019                 2018
Total net revenues                    $      1,918,139       $  1,529,586
Plantation business                            286,084            164,947
Real estate                                  1,632,055          1,364,639
Total cost of revenue                         (649,496 )         (695,040 )
Plantation business                            (82,983 )          (79,679 )
Real estate                                   (566,513 )         (615,361 )
Gross profit                                 1,268,643            834,546
Plantation business                            203,101             85,268
Real estate                                  1,065,542            749,278

General and administrative expenses           (667,932 )         (352,006 )

Other income, net (expense)                   (690,825 )         (823,079 )
Income tax expense                            (177,207 )         (213,423 )
Net loss                                      (267,321 )         (553,962 )




Comparison of the fiscal years ended October 31, 2019 and October 31, 2018



Net Revenue. We generated net revenue of $1,918,139 and $1,529,586 for the
fiscal years ended October 31, 2019 and 2018, respectively, with our oil palm
and durian plantation and real estate businesses accounting for 15% and 85% of
the net revenue, respectively, for the fiscal year ended October 31, 2019. For
the fiscal year ended October 31, 2018, our oil palm and durian plantation and
real estate businesses accounted for approximately 11% and 89% of net revenue,
respectively.


Our plantation business experienced a 73% increase with net revenue increasing from $164,947 for the year ended October 31, 2018, to $286,084 for the same period ended October 31, 2019. The increase is attributable to oil palm and durian plantation.





Our real estate business experienced a 20% increase in revenue from $1,364,639
for the year ended October 31, 2018, to $1,632,055 for the same period ended
October 31, 2019. The increase in our real estate revenue is attributable to the
increase in rental income from our fifteen story buildings and the decreased
vacancies in our twelve story building. The primary increase in real estate
revenue is attributable to the recovery of monthly rental rate from RM400,000 to
RM550,000 (approximately $131,520) from our tenant of fifteen story building, Le
Apple, effective from April 1, 2018. The monthly rental rate on Le Apple was
previously decreased from our initial rental rate of RM550,000 to RM400,000 due
to unfavourable market conditions.



Cost of Revenue. Cost of revenue as a percentage of net revenue was
approximately 34%, or $649,496, for the fiscal year ended October 31, 2019, with
real estate and plantation sales accounting for approximately 35% and 29%,
respectively, of the respective net revenue. Cost of revenue for the year ended
October 31, 2018 was $695,040. Cost of revenue as a percentage of net revenue
for the year ended October 31, 2018 was approximately 45%, with real estate and
plantation sales accounting for approximately 45% and 48%, respectively, of the
respective net revenue. The decrease in cost of revenue as a percentage of net
revenue is attributable to real estate sales accounting.



Gross Profit. We achieved a gross profit of $1,268,643 for the fiscal year ended
October 31, 2019, as compared to $834,546 for the fiscal year ended October 31,
2018, with real estate rental income and plantation sales accounting for
approximately 84% and 16%, respectively of total gross profit. The increase in
gross profit is primarily attributable to the increased rental income derived
from our real estate business segment and plantation business segment.



Once we begin real estate development, we expect gross profit derived from our
real estate business to gradually increase as we commence sales activities with
respect to our developed properties. We also expect our plantation revenue to
continue to increase as our premium durian orchard matures and is able to
increase production of grade A fruits for distribution.









  23






General and Administrative Expenses ("G&A"). We incurred G&A expenses of
$667,932 for the fiscal year ended October 31, 2019, representing a increase of
90%, as compared to $352,006 for the fiscal year ended October 31, 2018. The
increase in G&A is primarily attributable to increase in accommodation, air
ticket, processing fees, filing fees, salaries and wages and incentives and
allowances of $287,325.



G&A as a percentage of net revenue was approximately 35% and 23% for the fiscal
years ended October 31, 2019 and 2018, respectively. As a general matter, we
expect our G&A to increase in the foreseeable future as we acquire real estate
or other businesses and assets.



Other Expense, net. We incurred net other expenses of $690,825 for the fiscal
year ended October 31, 2019, as compared to $823,079 for the fiscal year ended
October 31, 2018. The decrease is attributable primarily to a decrease in
interest rate charged on our bank loans. Our net other expenses for the years
ended October 31, 2019 and 2018 consisted primarily of interest expense on

our
bank loans.



Income Tax Expense. We recorded income tax expenses of $177,207 and $213,423 for
the fiscal years ended October 31, 2019 and 2018, respectively. In fiscals 2019
and 2018, we recorded under-accrual of estimated Malaysian income tax of $243
and $505, respectively, for previous years. The Malaysian income tax in fiscals
2019 and 2018 was mainly related to the rental income being taxed as a
non-business source pursuant to the Malaysian income tax rules. The increase in
fiscal 2019 is primarily attributable to the increase in rental income.



Liquidity and Capital Resources

As of October 31, 2019, we had cash and cash equivalents of $198,113, accounts receivable of $12,956 and incurred a net loss of $267,321 for fiscal 2019.

As of October 31, 2018, we had cash and cash equivalents of $503,197, accounts receivable of $15,990 and incurred a net loss of $553,962 for fiscal 2018.

Our ratio of current assets to current liabilities was 0.28:1 and 0.36:1 as of October 31, 2019 and 2018, respectively.





We expect to incur significantly greater expenses in the near future, including
the contractual obligations that we have assumed discussed below, to begin
development activities. We also expect our general and administrative expenses
to increase as we expand our finance and administrative staff, and add
infrastructure.



We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.





Going Concern Uncertainties



Our continuation as a going concern is dependent upon improving our
profitability and the continuing financial support from our stockholders. Our
sources of capital in the past have included the sale of equity securities,
which include common stock sold in private transactions and public offerings,
capital leases and short-term and long-term debts. While we believe that we will
obtain external financing and the existing shareholders will continue to provide
the additional cash to meet our obligations as they become due, there can be no
assurance that we will be able to raise such additional capital resources on
satisfactory terms. We believe that our current cash and other sources of
liquidity discussed below are adequate to support operations for at least the
next 12 months.



                                                Fiscal Year Ended October 31,
                                                 2019                  2018

Net cash used in operating activities $ (1,174 ) $ (200,185 ) Net cash used in investing activities

              (106,549 )            (292,639 )
Net cash provided by financing activities          (198,933 )             724,461










  24





Net Cash Used In Operating Activities.

For the fiscal year ended October 31, 2019, net cash used in operating activities was $1,174, which consisted primarily of a net loss (excluding non-cash depreciation and impairment on fair value) of $214,315 increase in account receivable of $3,069, and decrease in accrued liabilities and other payables of $34,661 and income tax payable of $87,483.





For the fiscal year ended October 31, 2018, net cash used in operating
activities was $200,185, which consisted primarily of a net loss (excluding
non-cash depreciation and impairment on fair value) of $202,421, an increase in
account receivable of $145,861, offset by a decrease in accrued liabilities and
other payables of $61,925, and a decrease in income tax payable of $123,872.



We expect rental income from our real estate operations to increase as we
increase the occupancy rates of our commercial buildings, which will be offset
by the increased expenses associated with developing our residential projects.
We expect to continue to rely on cash generated through private placements of
our securities, however, to finance our operations and future acquisitions.

Net Cash (Used In)/Provided By Investing Activities.

For the fiscal year ended October 31, 2019, net cash used in investing activities was $106,549 which is primarily attributable to a decrease in payments of plantation development costs of $66,793 and decrease in construction in progress of $6,241 and the purchase of property, plant and equipment of $33,515.

For the fiscal year ended October 31, 2018, net cash used in investing activities was $292,639, which is primarily attributable to decrease in payments of plantation development costs of $151,463 and decrease in construction in progress of $113,251 and the purchase of property, plant and equipment of $27,925.

We expect investing cash outflows to increase as the durian orchard further matures. The first phase of the orchard has already begun commercial harvesting. We also expect investing cash outflows to increase due to expenditures associated with developing our residential projects.

Net Cash Provided By/(Used In) Financing Activities.

For the fiscal year ended October 31, 2019, net cash provided by financing activities was $198,933 consisting primarily proceeds from new loan of $1,174,094, offset by repayment of $760,331 to Weng Kung Wong, our Chief Executive Officer, Interim Chief Financial Officer and Interim Secretary and director and repayments of $612,696 on outstanding bank loans.


For the fiscal year ended October 31, 2018, net cash provided by financing
activities was $724,461 consisting primarily proceeds from new bank borrowings
of $13,151,916, offset by repayment of advances from Weng Kung Wong, our Chief
Executive Officer and director, of $190,385 and repayments on bank loans of
$12,237,070.



Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Contractual Obligations and Commercial Commitments





We had the following contractual obligations and commercial commitments as of
October 31, 2019:



Contractual                             Less than 1                                      More than 5

Obligations               Total            Year          1-3 Years       3-5 Years          Years
                            $                $               $               $                $
Amount due to
related parties           1,601,573          86,420       1,515,153               -                 -
Commercial
Commitments
Bank borrowing
repayment                14,644,497         717,475       1,563,053      

1,750,851 10,613,118 Total obligations 16,246,070 803,895 3,078,206 1,750,851 10,613,118










  25





Critical Accounting Policies and Estimates





The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires our management to make
assumptions, estimates and judgments that affect the amounts reported, including
the notes thereto, and related disclosures of commitments and contingencies, if
any. We have identified certain accounting policies that are significant to the
preparation of our financial statements. These accounting policies are important
for an understanding of our financial condition and results of operations.
Critical accounting policies are those that are most important to the
presentation of our financial condition and results of operations and require
management's subjective or complex judgment, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods. Certain accounting estimates are particularly
sensitive because of their significance to financial statements and because of
the possibility that future events affecting the estimate may differ
significantly from management's current judgments. We believe the following
accounting policies are critical in the preparation of our financial statements.



· Accounts receivable




Accounts receivable are recorded at the invoiced amount and do not bear
interest. We extend unsecured credit to our customers in the ordinary course of
business but mitigates the associated risks by performing credit checks and
actively pursuing past due accounts. An allowance for doubtful accounts is
established and determined based on managements' assessment of known
requirements, aging of receivables, payment history, the customer's current
credit worthiness and the economic environment. We will consider the allowance
for doubtful accounts for any estimated losses resulting from the inability of
our customers to make required payments. For the receivables that are past due
or not being paid according to payment terms, the appropriate actions are taken
to exhaust all means of collection, including seeking legal resolution in a
court of law. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is
considered remote. We do not have any off-balance-sheet credit exposure related
to our customers. Based upon the aforementioned criteria, we did not write off
accounts receivable on uncollectible rental receivable at October 31, 2019

and
2018.


Based upon the aforementioned criteria, the Company did not record any allowance for doubtful accounts for the years ended October 31, 2019 and 2018.

· Marketable securities at fair value






Marketable securities at fair value are reported at fair value using the market
approach based on the quoted prices in active markets at the reporting date. We
classify the valuation techniques that use these inputs as Level 1 of fair value
measurements. Any unrealized losses that are deemed other-than-temporary are
included in current period earnings and removed from accumulated other
comprehensive income (loss).



Realized gains and losses on marketable securities are included in current
period earnings. For purposes of computing realized gains and losses, the cost
basis of each investment sold is generally based on the weighted average cost
method.


We regularly evaluate whether the decline in fair value of fair-value-sale securities is other-than-temporary and objective evidence of impairment could include:





  · The severity and duration of the fair value decline;


  · Deterioration in the financial condition of the issuer; and

· Evaluation of the factors that could cause individual securities to have


        an other-than-temporary impairment.








  26






During the years ended October 31, 2019, and 2018, we invested in equity
securities listed on Bursa Malaysia with a total cost of $265,606 and escrow
funds (which invested in equity securities listed in the U.S.) with a total cost
of $200,000. The Company entered into an escrow agreement with Peijin Wu Hoppe
("Hoppe"), our former director, to set up an escrow fund up to $500,000 as a
reserve to indemnify Hoppe from any claim of liability until July 29, 2022, the
seventh year anniversary of the termination of Director Retainer Agreement, or
any mutual agreement with Hoppe and us. The unrealized gain representing the
change in fair value of $14,294 and the unrealized loss of $50,830 was charged
against accumulated other comprehensive income for the years ended October

31,
2019 and 2018, respectively.



· Biological assets




Biological assets are measured at their fair value less costs to sell at each
reporting date. The fair value is determined as the net present value of cash
flows expected to be generated by these crops (including a risk adjustment
factor). Where fair value cannot be measured reliably, biological assets are
measured at cost.


The valuation takes into account expected sales prices, yields, picked fruit quality and expected direct costs related to the production and sale of the assets and management must make a judgment as to the trend in these factors.

· Property, plant and equipment






Property, plant and equipment are stated at cost less accumulated depreciation
and accumulated impairment losses, if any. Depreciation is calculated on the
straight-line basis over the following expected useful lives from the date on
which the assets become fully operational:



Categories                 Location of properties               Expected useful life
Freehold plantation land   Oil palm and durian plantation in    Indefinite, as per
and orchard                Malaysia                             land titles
Leasehold land under       Leasehold land in Puncak Alam,       Remaining lease life
development                Malaysia                             of 88 years, as per
                                                                land titles
Freehold land under        Freehold land in Sungai Long,        Indefinite, as per
development                Cheras, Selangor, Malaysia           land titles
Freehold land and land     Land portion of 15 story             Indefinite, as per
improvement for rental     building in Kuala Lumpur, Malaysia   property titles
purpose
Building structure and     Building structure of commercial     33 years
improvements               buildings in Kuala Lumpur,
                           Malaysia, including: 12 story
                           building "Megan Avenue" and 15
                           story building
Office furniture and                                            3-10 years
equipment
Motor vehicle                                                   5 years
Bearer plants              Oil palm and durian plantation in    50 years
                           Malaysia




Expenditure for maintenance and repairs is expensed as incurred. The gain or
loss on the disposal of property, plant and equipment is the difference between
the net sales proceeds and the carrying amount of the relevant assets and is
recognized in the statement of operations.



Bearer plants consist of replanting costs of durian such as soil amendments,
cultivation, fertilization and purchase costs of sapling. Costs related to
durian development projects on our plantation land, are capitalized during the
sapling, developing and planting durian fruit bunches and when the harvests are
substantially available for commercial sale. The bearer plants will then
commence to be depreciated as components of plantation costs and expenses.








  27






Deferred development costs for oil palms that had been capitalized as part of
freehold plantation land were not amortized over the useful life of the oil
palms since these costs were not separately identifiable from the cost of
freehold plantation land and buildings when the whole oil palm plantation was
purchased in July 2011.



Long-lived assets primarily include freehold plantation land, leasehold land
held for development, freehold land and land improvement for rental purpose and
building structure and improvements. In accordance with the provision of ASC
Topic 360, "Impairment or Disposal of Long-Lived Assets", we generally conduct
our annual impairment evaluation to its long-lived assets, usually in the fourth
quarter of each fiscal year, or more frequently if indicators of impairment
exist, such as a significant sustained change in the business climate. The
recoverability of long-lived assets is measured at the reporting unit level. If
the total of the expected undiscounted future net cash flows is less than the
carrying amount of the asset, a loss is recognized for the difference between
the fair value and carrying amount of the asset. There has been no impairment
charge for the years presented.



We have separately identified the portion of freehold land and building
structure, in which freehold land is not subject to amortization and buildings
are to be amortized over 33 years on a straight-line method, based on applicable
local laws and practice.


Policy for Capitalizing Development Cost





The cost of buildings and improvements includes the purchase price of property,
legal fees and other acquisition costs. Costs directly related to planning,
developing, initial leasing and constructing a property are capitalized and
classified as Real Estate in the consolidated balance sheets. Capitalized
development costs include interest, and other direct project costs incurred
during the period of development. As of October 31, 2019 and 2018, there was no
such capitalized interest.



A variety of costs are incurred in the acquisition, development and leasing of
properties. After determination is made to capitalize a cost, it is allocated to
the specific component of a project that is benefited. Determination of when a
development project is substantially complete and capitalization must cease
involves a degree of judgment. We adopt the capitalization policy on development
properties, which is guided by ASC Topic 835-20 "Interest - Capitalization of
Interest" and ASC Topic 970 "Real Estate - General". The costs of land and
buildings under development include specifically identifiable costs. The
capitalized costs include pre-construction costs essential to the development of
the property, development costs, construction costs, interest costs, salaries
and related costs and other costs incurred during the period of development. We
consider a construction project as substantially completed and held available
for occupancy upon the receipt of certificates of occupancy, but no later than
one year from cessation of major construction activity. We cease capitalization
on the portion (1) substantially completed and (2) occupied or held available
for occupancy, and we capitalize only those costs associated with the portion
under construction.



We capitalize leasing costs which include commissions paid to outside brokers,
legal costs incurred to negotiate and document a lease agreement and any
internal costs that may be applicable. We allocate these costs to individual
tenant leases and amortize them over the related lease term.



· Revenue recognition



Revenue recognition applicable from 1 November 2018



We recognize revenue in accordance with ASC Topic 606, "Revenue from Contracts
with Customers". Revenue is measured based on a consideration specified in a
contract with a customer. We recognize revenue when it satisfies a performance
obligation by transferring control over a product or service to a customer,
usually upon delivery of palm oil fruit bunches and durian fruits. There are no
significant payment terms, no significant financing components or any variable
consideration. All of the company's revenue from contracts with customers in the
scope of ASC 606 is recognized in one geographical market in Malaysia, and one
major product line, and plantation sales are transferred at a point in time.







  28





Revenue recognition applicable until 31 October 2019



We recognize our revenue in accordance with ASC Topic 605, "Revenue
Recognition", upon the delivery of our plantation products when: (1) title and
risk of loss are transferred; (2) persuasive evidence of an arrangement exists;
(3) there are no continuing obligations to the customer; and (4) the collection
of related accounts receivable is probable. Our sale arrangements do not contain
general rights of return.



(a)    Plantation sales



Revenue from plantation sales include the sale of palm oil fruit bunches and
sale of durian fruits. The sale is recognized upon confirmation of the weight of
the produce and transport to the customer, when there is persuasive evidence of
an arrangement, delivery has occurred and risk of loss has passed, the sales
price is fixed or determinable at the date of sale, and collectability is
reasonably assured. For the year ended October 31, 2019, sales of palm oil and
durian was $286,084. For the year ended October 31, 2018, sales of palm oil

was
$164,947.



(b)    Rental income



We generally lease the units under operating leases with terms of two years or
less. For the year ended October 31, 2019 and 2018, we have recorded $1,632,055
and $1,364,639, respectively, in lease revenue, based upon our annual rental
over the life of the lease under operating lease, using the straight-line method
in accordance with ASC Topic 970-605, "Real Estate - General - Revenue
Recognition" ("ASC Topic 970-605").



As of October 31, 2019, the commercial buildings for lease are as follows:



                             Number of units Footage area
Name of Commercial building    (by floor)    (square feet) Vacancy percentage
Megan Avenue                       12           19,987            33%
Le Apple Boutique Hotel KLCC       15           91,848             0%
(fka "Menara CMY")




We expect to record approximately $1.62 million in annual lease revenue under
the operating lease arrangements in the next twelve months through October

31,
2020.



· Rental concession




We lease retail and office spaces to the tenants under operating lease
arrangements. The Company receives rental income over a stated period of time
from the real estate properties it leased out. Rental income is recognized over
the life of the operating lease agreement as it is earned in the period under
ASC Topic 970-605. The typical leases contain initial terms of one to two years
with renewal options and do not contain escalating rent amounts. Under the lease
agreement of Le Apple Boutique Hotel KLCC, the initial term of lease is one
year. Provided that there are no existing breaches by the tenant, an
irrecoverable annual renewal option is granted for up to twenty-nine years, with
a maximum aggregate term of thirty years. Six-months' rent-free period under the
operating lease agreement is treated as long-term rent concession, which is
being amortized as an offset to revenues collected over the term of the
underlying lease of 30 years on a straight-line basis.



· Cost of revenues




Costs of revenue on plantation sales includes material supplies, subcontracting
costs and transportation costs incurred for planting, fertilizing and harvesting
the oil palm and durian trees. Transportation and handling costs associated with
the distribution of fresh oil palm fruit bunches and durian fruits to the
customers are also included in cost of revenues.



Costs related to our real estate business shown on the accompanying statements
of operations include costs associated with land tax, on-site and property
management personnel, repairs and maintenance, property insurance, marketing,
landscaping and other on-site and related administrative costs. Utility expenses
are paid directly by tenants.







  29






· Comprehensive income




ASC Topic 220, "Comprehensive Income" establishes standards for reporting and
display of comprehensive income, its components and accumulated balances.
Comprehensive income as defined includes all changes in equity during a period
from non-owner sources. Accumulated other comprehensive income, as presented in
the accompanying statements of stockholders' equity consists of changes in
unrealized gains and losses on foreign currency translation and cumulative net
change in the fair value of available-for-sale investments held at the balance
sheet date. This comprehensive income is not included in the computation of
income tax expense or benefit.



· Non-controlling interests



Non-controlling interests represent the equity interest in the capital contributions, income and loss of less than wholly-owned and consolidated entities that is not attributable to the Company.





· Income taxes




Income taxes are determined in accordance with the provisions of ASC Topic 740,
"Income Taxes" ("ASC Topic 740"). Under this method, 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 basis. Deferred tax assets and
liabilities are measured using enacted income tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Any 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.



ASC 740 prescribes a comprehensive model for how companies should recognize,
measure, present, and disclose in their financial statements uncertain tax
positions taken or expected to be taken on a tax return. Under ASC 740, tax
positions must initially be recognized in the financial statements when it is
more likely than not the position will be sustained upon examination by the tax
authorities. Such tax positions must initially and subsequently be measured as
the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full
knowledge of the position and relevant facts.



We conduct major businesses in Malaysia are subject to tax in its own jurisdiction. As a result of our business activities, we will file separate tax returns that are subject to examination by the local and foreign tax authorities.

· Foreign currencies translation






Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the
dates of the transaction. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency using the applicable exchange rates at the balance sheet dates. The
resulting exchange differences are recorded in the statement of operations.



The reporting currency of the Company is the United States Dollars ("US$") and
the accompanying financial statements have been expressed in US$. In addition,
we maintain our books and record in a local currency, Malaysian Ringgit ("MYR"
or "RM"), which is functional currency as being the primary currency of the
economic environment in which the entity operates.



In general, for consolidation purposes, assets and liabilities of its
subsidiaries whose functional currency is not US$ are translated into US$, in
accordance with ASC Topic 830-30, "Translation of Financial Statements", using
the exchange rate on the balance sheet date. Revenues and expenses are
translated at average rates prevailing during the period. The gains and losses
resulting from translation of financial statements of foreign subsidiary are
recorded as a separate component of accumulated other comprehensive income
within the statement of stockholders' equity. The gains and losses are recorded
as a separate component of accumulated other comprehensive income within the
statement of stockholders' equity.







  30





Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:





                                                             As of and for the year ended
                                                                      October 31,
                                                               2019                 2018

Year-end MYR : $1 exchange rate                                  4.1745    

4.1819


Yearly average MYR : $1 exchange rate                            4.1653    

          4.0248




· Related parties




Parties, which can be a corporation or individual, are considered to be related
if we have the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.



· Segment reporting




ASC Topic 280, "Segment Reporting" establishes standards for reporting
information about operating segments on a basis consistent with our internal
organization structure as well as information about geographical areas, business
segments and major customers in financial statements. During the years ended
October 31, 2019 and 2018, we operate in two reportable operating segments

in
Malaysia.


· Fair value of financial instruments


The carrying value of our financial instruments (excluding obligation under
finance lease, long-term bank loans and marketable securities at fair value):
cash and cash equivalents, accounts receivable, deposits and other receivables,
amount due to a related party and other payables approximate at their fair
values because of the short-term nature of these financial instruments.



Management believes, based on the current market prices or interest rates for
similar debt instruments, the fair value of its obligation under finance lease
and long-term bank loans approximates the carrying amount.



We also follow the guidance of the ASC Topic 820-10, "Fair Value Measurements
and Disclosures" ("ASC 820-10"), with respect to financial assets and
liabilities that are measured at fair value. ASC 820-10 establishes a three-tier
fair value hierarchy that prioritizes the inputs used in measuring fair value as
follows:


Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are

observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data,


    which require the reporting entity to develop its own assumptions




The following table summarizes information on the fair value measurement of our
financial assets as of October 31, 2019, measured at fair value, grouped by the
categories described above:



                                                                   Significant
                                               Quoted prices          other            Significant
                                                 in active         observable         unobservable
                                                  markets            inputs              inputs
                                                 (Level 1)          (Level 2)           (Level 3)
As of October 31, 2019
Marketable securities at fair value            $     186,835     $             -     $             -

As of October 31, 2018
Marketable securities at fair value            $     172,532     $         

   -     $             -




As of October 31, 2019, we did not have any non-financial assets and liabilities
that are recognized or disclosed at fair value in the financial statements, at
least annually, on a recurring basis, nor did we have any assets or liabilities
measured at fair value on a non-recurring basis.







  31





· Recent accounting pronouncements


In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13,
Financial Instruments-Credit Losses (Topic 326), which requires entities to
measure all expected credit losses for financial assets held at the reporting
date based on historical experience, current conditions, and reasonable and
supportable forecasts. This replaces the existing incurred loss model and is
applicable to the measurement of credit losses on financial assets measured at
amortized cost. This guidance is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early application
will be permitted for all entities for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2018. We do not anticipate that
the adoption of this ASU to have a significant impact on our consolidated
financial statements.



In February 2017, FASB issued Accounting Standards Update 2017-06; Plan
Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution
Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965):
Employee Benefit Plan Master Trust Reporting (a consensus of the Emerging Issues
Task Force). The amendments in this ASU requires an employee benefit plan within
the scope of Topic 960,1 962,2 or 9653 to present its interest in a master trust
and the change in its interest in that master trust as single line items in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits, respectively. In addition, the amendments
update and align the disclosure requirements for an interest in a master trust
across Topics 960, 962, and 965. The amendments in this ASU are effective for
interim and annual periods beginning after December 15, 2018. Early adoption is
permitted. The amendments in the ASU should be adopted on a retrospective basis.
We do not expect that adoption of this ASU to have a material effect on our
consolidated financial statements.



In March 2017, FASB issued Accounting Standards Update 2017-08; Receivables-Non
refundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on
Purchased Callable Debt Securities. The amendments in this ASU shortens the
amortization period for certain purchased callable debt securities held at a
premium. Specifically, it requires the premium to be amortized to the earliest
call date. The amendments do not require an accounting change for securities
held at a discount. The discount continues to be amortized to maturity. The
amendments in this ASU are effective for interim and annual periods beginning
after December 15, 2018. Early adoption is permitted. If an entity early adopts
the amendments in an interim period, any adjustments should be reflected as of
the beginning of the fiscal year that includes that interim period. We do not
expect the adoption of this ASU to have a material effect on our consolidated
financial statements.



In July 2017, FASB issued Accounting Standards Update 2017-11; Earnings Per
Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480):
Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial
Instruments with Down Round Features, (Part II) Replacement of the Indefinite
Deferral for Mandatorily Redeemable Financial Instruments of Certain Non public
Entities and Certain Mandatorily Redeemable Non controlling Interests with a
Scope Exception. The guidance is intended to reduce the complexity associated
with issuers' accounting for certain financial instruments with characteristics
of liabilities and equity. Specifically, a down round feature (as defined) would
no longer cause a freestanding equity-linked financial instrument (or an
embedded conversion option) to be accounted for as a derivative liability at
fair value with changes in fair value recognized in current earnings. The
amendments in this ASU are effective for interim and annual periods beginning
after December 15, 2018. Early adoption is permitted. We do not expect the
adoption of this ASU to have a material effect on our consolidated financial
statements.



In August 2017, FASB issued Accounting Standards Update 2017-12; Derivatives and
Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.
The guidance in this ASU will result in the simplification of certain accounting
requirements for hedging activities, resolve hedge accounting practice issues
that have arisen under the current guidance, and better align hedge accounting
with an organization's risk management activities. The amendments in this ASU
are effective for interim and annual periods beginning after December 15, 2018.
Early application is permitted in any interim period after issuance of the
amendments for existing hedging relationships on the date of adoption. We do not
expect the adoption of this ASU to have a material effect on our consolidated
financial statements.







  32






In December 2017, FASB issued Accounting Standards Update 2017-15; Codification
Improvements to Topic 995, U.S. Steamship Entities: Elimination of Topic 995.
The amendments in this ASU affect all entities that have unrecognized deferred
taxes related to statutory reserve deposits that were made on or before December
15, 1992. Entities are required to recognize the unrecognized income taxes in
accordance with Topic 740. The amendments in this ASU are effective for interim
and annual periods beginning after December 15, 2018. Early adoption is
permitted. We do not anticipate that the adoption of this ASU to have a
significant impact on our consolidated financial statements.



In February 2018, FASB issued Accounting Standards Update 2018-02; Income
Statement-Reporting Comprehensive Income (Topic 220): Reclassification of
Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments
in the ASU addresses the accounting issue pertaining to the deferred tax amounts
that are "stranded" in accumulated other comprehensive income as a result of the
Tax Cuts and Jobs Act (the Act). We do not expect that the adoption will have a
material impact on our consolidated financial statements. The amendments in this
ASU are effective for interim and annual periods beginning after December 15,
2018 and interim periods within those fiscal years. Early adoption is permitted.
We do not expect that the adoption will have a material impact on our
consolidated financial statements.



In May 2018, FASB issued Accounting standards Update 2018-06; Codification
Improvements to Topic 942 Financial Services - Depository and Lending which
supersedes outdated guidance related to the office of the Comptroller of the
Currency's Baking Circular 202, Accounting for Net Deferred Tax Charges
(Circular 202). The amendments in this update remove outdated guidance related
to Circular 202 and is effective upon issuance of this update. We do not expect
the adoption of this ASU to have a material effect on our consolidated financial
statements.



In June 2018, the FASB issued ASU 2018-07-Compensation-Stock Compensation (Topic
718): Improvements to Nonemployee Share-Based Payment Accounting which is
intended to reduce cost and complexity and to improve financial reporting for
nonemployee share-based payments. The amendment is effective for fiscal years
beginning after December 15, 2018, including interim periods within that fiscal
year. Early adoption is permitted, but no earlier than an entity's adoption date
of Topic 606. We do not expect the adoption of this ASU to have a material
effect on our consolidated financial statements.



In July 2018, the FASB issued ASU 2018-08-Not-For-Profit Entities (Topic 958):
Clarifying the Scope and the Accounting Guidance for Contributions Received and
Contributions Made which clarifies and improves the scope and accounting
guidance around contributions of cash and other assets received and made by
not-for-profit organizations and business enterprises. The amendment is
effective for fiscal years beginning after June 15, 2018 (serving as resource
recipient) and December 15, 2018 (serving as resource provider), including
interim periods within that fiscal year. Early adoption is permitted. We do not
expect the adoption of this ASU to have a material effect on our consolidated
financial statements.


In July 2018, the FASB issued ASU 2018-09-Codification Improvements which clarifies, corrects errors in, and makes improvements to several Codification Topics, including to:





-    Clarify when excess tax benefits should be recognized for share-based
     compensation awards
-    Remove inconsistent guidance in income tax accounting for business
     combinations
-    Clarify the circumstances when derivatives may be offset
-    Clarify the measurement of liability or equity-classified financial
     instruments when an identical asset is held as an asset


-    Allow portfolios of financial instruments and nonfinancial instruments

accounted for as derivatives to use the portfolio exception to valuation






The transition and effective date guidance is based on the facts and
circumstances of each amendment. Some of the amendments in this Update do not
require transition guidance and will be effective upon issuance of this Update.
However, many of the amendments in this Update do have transition guidance with
effective dates for annual periods beginning after December 15, 2018. We do not
expect the adoption of this ASU to have a material effect on our consolidated
financial statements.





  33






In July 2018, the FASB issued ASU 2018-10-Codification Improvements to Topic
842, Leases which clarifies and corrects unintended application of narrow
aspects of the lease accounting guidance. For entities that have not adopted
Topic 842, the effective date and transition requirements will be the same as
the effective date and transition requirements in Topic 842. Early adoption is
permitted. We do not expect the adoption of this ASU to have a material effect
on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-11-Leases (Topic 842): Targeted
Improvements which simplifies transition requirements and, for lessors, provides
a practical expedient for the non separation of non-lease components from lease
components if certain conditions are met. For entities that have not adopted
Topic 842 before the issuance of this Update, the effective date and transition
requirements for the amendments in this Update related to separating components
of a contract are the same as the effective date and transition requirements in
Update 2016-02. The practical expedient may be elected either in the first
reporting period following the issuance of this Update or at the original
effective date of Topic 842 for that entity. The practical expedient may be
applied either retrospectively or prospectively. We do not expect the adoption
of this ASU to have a material effect on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-12-Financial Services-Insurance (Topic
944): Targeted Improvements to the Accounting for Long-Duration Contracts which
improves financial reporting for insurance companies that issue long-duration
contracts, such as life insurance, disability income, long-term care, and
annuities. The amendments in this Update are effective for fiscal years, and
interim periods within those fiscal years, beginning after December 15, 2020.
Early application of the amendments is permitted. We do not expect the adoption
of this ASU to have a material effect on our consolidated financial statements.



In August 2018, the FASB issued ASU 2018-13-Fair Value Measurement (Topic 820):
Disclosure Framework-Changes to the Disclosure Requirements for Fair Value
Measurement which improves the disclosure requirements on fair value
measurements in Topic 820, Fair Value Measurement. Effective for all entities
for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2019. The amendments on changes in unrealized gains and losses, the
range and weighted average of significant unobservable inputs used to develop
Level 3 fair value measurements, and the narrative description of measurement
uncertainty should be applied prospectively for only the most recent interim or
annual period presented in the initial fiscal year of adoption. All other
amendments should be applied retrospectively to all periods presented upon their
effective date. Early adoption is permitted upon issuance of this Update. We do
not expect the adoption of this ASU to have a material effect on our
consolidated financial statements.



In August 2018, the FASB issued ASU 2018-14-Compensation-Retirement
Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure
Framework-Changes to the Disclosure Requirements for Defined Benefit Plans which
improves disclosure requirements for employers that sponsor defined benefit
pension or other postretirement plans. This standard is effective for fiscal
years ending after December 15, 2020, for public business entities. Early
adoption is permitted for all entities. An entity should apply the amendments in
this Update on a retrospective basis to all periods presented. We do not expect
the adoption of this ASU to have a material effect on our consolidated financial
statements.



In August 2018, the FASB issued ASU 2018-15-Intangibles-Goodwill and
Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service
Contract (a consensus of the FASB Emerging Issues Task Force) which aligns the
requirements for capitalizing implementation costs that are incurred in a
hosting arrangement that is a service contract or incurred to develop or obtain
internal-use software (and hosing arrangements that include an internal -use
software license). This standard is effective for public business entities for
fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years. Early adoption of the amendments in this Update is permitted,
including adoption in any interim period, for all entities. The amendments in
this Update should be applied either retrospectively or prospectively to all
implementation costs incurred after the date of adoption. We do not expect the
adoption of this ASU to have a material effect on our consolidated financial
statements.







  34






In October 2018, FASB issued Accounting Standards Update 2018-16, Derivatives
and Hedging (Topic 805): Inclusion of the Secured Overnight Financing Rate
(SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge
Accounting Purposes. The ASU amends ASC 815 to add the OIS rate based on the
SOFR as a fifth US benchmark interest rate. We do not expect the adoption of
this ASU to have a material effect on our consolidated financial statements.



In October 2018, FASB issued Accounting Standards Update 2018-17: Consolidation
(Topic 810): Targeted Improvements to Related Party Guidance for Variable
Interest Entities. This standard expands the application of a specific private
company accounting alternative related to VIEs and changes the guidance for
determining whether a decision-making fee is a variable interest. We do not
expect the adoption of this ASU to have a material effect on our consolidated
financial statements.



In November 2018, FASB issued Accounting Standards Update 2018-18, Collaborative
Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic
606. The ASU amends ASC 808 to clarify ASC 606 should apply in entirety to
certain transactions between collaborative arrangement participants. We do not
expect the adoption of this ASU to have a material effect on our consolidated
financial statements.



In November 2018, FASB issued Accounting Standards Update 2018-19, Codification
Improvements to Topic 326, Financial Instruments-Credit Losses. The ASU changes
the effective date of ASU 2016-13 to fiscal years beginning after December 15,
2021, including interim periods within those fiscal years. Thus, the effective
date for such entities' annual financial statements is now aligned with that for
these interim financial statements. We are currently evaluating the impact that
the standard will have on our consolidated financial statements and related
disclosures.



In December 2018, FASB issued Accounting Standards Update 2018-20, Leases (Topic
842): Narrow-Scope Improvements for Lessors. The amendments are designed to make
lessors adoption of the new leases standard easier such as accounting policy
election on sales tax, exclude variable payments for all lessor costs, and
clarification on lessor costs. We are currently evaluating the impact that the
standard will have on our consolidated financial statements and related
disclosures.



In March 2019, FASB Issued Accounting Standards Update 2019-01, Leases (Topic
842): Codification Improvements. For public business entities, the amendments in
this Update are effective for fiscal years beginning after December 15, 2019,
and interim periods within those fiscal years. We do not expect the adoption of
this ASU to have a material effect on our consolidated financial statements.



In March 2019, FASB Issued Accounting Standards Update 2019-02, Leases (Topic
842): Improvements to Accounting for Costs of Films and License Agreements for
Program Materials. For public business entities, the amendments in this Update
are effective for fiscal years beginning after December 15, 2019, and interim
periods within those fiscal years. We do not expect the adoption of this ASU to
have a material effect on our consolidated financial statements.



In March 2019, FASB Issued Accounting Standards Update 2019-03, Not-for-Profit
Entities (Topic 958): Updating the Definition of Collections (Topic 958). We do
not expect the adoption of this ASU to have a material effect on our
consolidated financial statements as the ASU is applicable to not-for-profit
entities.



In April 2019, FASB Issued Accounting Standards Update 2019-04 Codification
Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815,
Derivatives and Hedging, and Topic 825, Financial Instruments. The ASU 2019-04
clarifies and improves guidance within the recently issued standards on credit
losses, hedging, and recognition and measurement of financial instruments: The
effective dates for amendments related to ASUs 2016-13 and 2017-12 align with
the effective dates of those standards, unless an entity has already adopted one
or both. We do not expect the adoption of this ASU to have a material effect on
our consolidated financial statements.



In May 2019, FASB Issued Accounting Standards Update 2019-05, Targeted
Transition Relief. ASU 2019-05 provides transition relief for ASU 2016-13
("credit losses standard") by providing entities with an alternative to
irrevocably elect the fair value option for eligible financial assets measured
at amortized cost upon adoption of the new credit losses standard. For entities
that have not yet adopted ASU 2016-13, the effective dates are the same as those
in ASU 2016-13. For entities that have adopted ASU 2016-13, ASU 2019-05 is
effective for fiscal years beginning after December 15, 2019, including interim
periods within those fiscal years. Early adoption is permitted once ASU 2016-13
has been adopted. We do not expect the adoption of this ASU to have a material
effect on our consolidated financial statements.







  35






In May 2019, FASB Issued Accounting Standards Update 2019-06, Extending the
Private Company Accounting Alternatives on Goodwill and Certain Identifiable
Intangible Assets to Not-for-Profit Entities. The amendments are affective upon
issuance of the ASU. We do not expect the adoption of this ASU to have a
material effect on our consolidated financial statements.



In November 2019, the ASB issued Accounting Standards Update
2019-08-Compensation-Stock Compensation (Topic 718) and Revenue from Contracts
with Customers (Topic 606): Codification Improvements-Share-Based Consideration
Payable to a Customer. This ASU will affect companies that issue share-based
payments (e.g., options or warrants) to their customers. Similar to issuing a
cash rebate to a customer, issuing a share-based payment to a customer can
incentivize additional purchases. The share-based payments can also serve a
strategic purpose by aligning the interests of a supplier and its customer,
because the customer's additional purchases increase its investment in the
supplier. For entities that have not yet adopted the amendments in Update
2018-07, the amendments in this update are effective in fiscal years beginning
after December 15, 2019. We do not expect the adoption of this ASU to have a
material affect on our consolidate financial statements.



In November 2019, the FASB issued Accounting Standards Update 2019-09-Financial
Services-Insurance (Topic 944). This ASU will affect companies that issue
share-based payments (e.g., options or warrants) to their customers. Similar to
issuing a cash rebate to a customer, issuing a share-based payment to a customer
can incentivize additional purchases. The share-based payments can also serve a
strategic purpose by aligning the interests of a supplier and its customer,
because the customer's additional purchases increase its investment in the
supplier. The amendments in this Update are effective in fiscal years beginning
after December 15, 2021. We do not expect the adoption of this ASU to have a
material effect on our consolidated financial statements.



In November 2019, the FASB issued Accounting Standards Update 2019-10-Financial
Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and
Leases (Topic 842): Effective Dates. This ASU discusses the FASB's proposed ASU
Codification Improvements to Hedge Accounting, which would clarify certain
amendments made by ASU 2017-12, Targeted Improvements to Accounting for Hedging
Activities, to the guidance in ASC 815 on hedging activities. The FASB issued
the proposal in response to feedback and questions received from stakeholders
related to their implementation of ASU 2017-12. The ASU also discusses the
recent issuance of FASB ASU No. 2019-10, Financial Instruments - Credit Losses
(Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
Effective Dates. The ASU provides a framework to stagger effective dates for
future major accounting standards and amends the effective dates for certain
major new accounting standards to give implementation relief to certain types of
entities. Specifically, ASU 2019-10 changes some effective dates for ASU 2017-12
on hedging, ASU 2016-02 on leasing, ASU 2016-13 on current expected credit
losses, and ASU 2017-04 on simplifying the goodwill impairment test. The
amendments in this Update amend the mandatory effective dates Credit Losses for
all entities as follows or fiscal years beginning after December 15, 2019. The
effective dates for Hedging after applying this update are as follows: for
fiscal years beginning after December 15, 2018. The effective dates for Leases
after applying this Update are as follows for fiscal years beginning after
December 15, 2018. We do not expect the adoption of this ASU to have a material
effect on our consolidated financial statements.



In December 2019, the FASB issued Accounting Standards Update 2019-12-Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU
summarizes the FASB's recently issued Accounting Standards Update (ASU) No.
2019-12, simplifying the Accounting for Income Taxes. The ASU enhances and
simplifies various aspects of the income tax accounting guidance in ASC 740. The
amendments in this update are effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2020. We do not expect
the adoption of this ASU to have a material effect on our consolidated financial
statements.



In January 2020, the FASB issued Accounting Standards Update
2020-01-Investments-Equity Securities (Topic 321), Investments-Equity Method and
Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying
the Interactions between Topic 321, Topic 323, and Topic 815. This ASU clarifies
the interaction between accounting standards related to equity securities (ASC
321), equity method investments (ASC 323), and certain derivatives (ASC815). The
amendments in this Update are effective for fiscal years beginning after
December 15, 2020. We do not expect the adoption of this ASU to have a material
effect on our consolidated financial statements.



The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.









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