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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DKG Capital Inc (CE) | USOTC:DKGH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
NEVADA
|
46-3787845
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
Common
|
OTC Markets
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Emerging Growth Company ☒
|
|
|
|
Page No.
|
|
|
PART I
|
|
Item 1.
|
|
Business
|
3 |
Item 1A.
|
|
Risk Factors
|
3 |
Item 1B.
|
|
Unresolved Staff Comments
|
3 |
Item 2.
|
|
Properties
|
3 |
Item 3.
|
|
Legal Proceedings
|
3 |
Item 4.
|
|
Mine Safety Disclosures
|
4 |
|
|
PART II
|
|
Item 5.
|
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
5 |
Item 6.
|
|
Selected Financial Data
|
6 |
Item 7.
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
6 |
Item 7A.
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
9 |
Item 8.
|
|
Financial Statements and Supplementary Data
|
9 |
Item 9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
10 |
Item 9A.
|
|
Controls and Procedures
|
10 |
Item 9B.
|
|
Other Information
|
11 |
|
|
PART III
|
|
Item 10.
|
|
Directors, Executive Officers and Corporate Governance
|
12 |
Item 11.
|
|
Executive Compensation
|
13 |
Item 12.
|
|
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
13 |
Item 13.
|
|
Certain Relationships and Related Transactions, and Director Independence
|
14 |
Item 14.
|
|
Principal Accounting Fees and Services
|
14 |
|
|
PART IV
|
|
Item 15.
|
|
Exhibits and Financial Statement Schedules
|
15 |
|
|
Signatures
|
16 |
Reports of Independent Registered Public Accounting Firms
|
F-3
|
Consolidated Balance Sheets
|
F-
5
|
Consolidated Statements of Operations
|
F-
6
|
Consolidated Statements of Changes in Stockholders' Deficit
|
F-
7
|
Consolidated Statements of Cash Flows
|
F-
8
|
Notes to Consolidated Financial Statements
|
F-
9
|
|
For the Years Ended
|
|
||||||
|
|
December 31,
|
|
|||||
|
|
2017
|
|
|
2016
|
|
||
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
1,187,811
|
|
$
|
-
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
171,884
|
|
|
34,873
|
|
|
Total operating expenses
|
|
|
171,884
|
|
|
34,873
|
|
|
|
|
|
|
|
|
|
||
Profit/ (loss) from operations
|
|
|
1,015,927
|
|
|
(34,873
|
)
|
|
|
|
|
|
|
|
|
||
Other expenses
|
|
|
|
|
|
|
||
Interest expense
|
|
|
-
|
|
|
(500
|
)
|
|
Total other expenses
|
|
|
-
|
|
|
(500
|
)
|
|
|
|
|
|
|
|
|
||
Profit/ (loss) before provision for income taxes
|
|
|
1,015,927
|
|
|
(35,373
|
)
|
|
|
|
|
|
|
|
|
||
Income taxes
|
250,591
|
-
|
||||||
Net profit/ (loss)
|
|
$
|
765,336
|
|
$
|
(35,373
|
)
|
|
|
|
|
|
|
|
|
||
Basic and diluted net profit/ (loss) per common share
|
|
$
|
0.05
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding
Basic and diluted |
|
|
14,893,714
|
|
|
14,893,714
|
|
Common shares
|
Additional
paid-in |
Accumulated
|
Stockholders'
|
|||||||||||||||||
Shares
|
|
par value
|
|
capital
|
|
deficit
|
|
equity/ (deficit)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, December 31, 2015
|
|
|
14,893,714
|
|
|
$
|
14,894
|
|
|
$
|
2,685,105
|
|
|
$
|
(2,772,947
|
)
|
|
$
|
(72,948
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party notes and
payables forgiven
|
|
|
-
|
|
|
|
-
|
|
|
|
97,515
|
|
|
|
-
|
|
|
|
97,515
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(35,373
|
)
|
|
|
(35,373
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2016
|
|
|
14,893,714
|
|
|
$
|
14,894
|
|
|
$
|
2,782,620
|
|
|
$
|
(2,808,320
|
)
|
|
$
|
(10,806
|
)
|
Net profit
|
-
|
-
|
-
|
765,336
|
765,336
|
|||||||||||||||
Balance, December 31, 2017
|
|
|
14,893,714
|
|
|
$
|
14,894
|
|
|
$
|
2,782,620
|
|
|
$
|
(2,042,984
|
)
|
|
$
|
754,530
|
For the Years Ended
|
||||||||
December 31,
|
||||||||
2017
|
2016
|
|||||||
Cash flows from operating activities
|
|
|
|
|
||||
Net profit/ (loss)
|
|
$
|
1,015,927
|
|
$
|
(35,373
|
)
|
|
Adjustments to reconcile net profit/ (loss) to net cash generated from/ (used
in) operating activities |
|
|
|
|
|
|
||
Amortization and impairment of intangible asset
|
|
|
-
|
|
|
3,208
|
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
||
Increase in accounts receivable and deposits
|
|
|
(318,879)
|
|
|
-
|
|
|
Increase in accounts payable and accrual liabilities
|
193,852
|
11,304
|
||||||
Net cash generated from/ (used in) operating activities
|
|
|
890,900
|
|
|
(20,861
|
)
|
|
|
|
|
|
|
|
|
||
Cash flows from financing activities
|
|
|
|
|
|
|
||
Net proceeds from note payable-related party
|
|
|
-
|
|
9,210
|
|
||
Net cash provided by financing activities
|
|
|
-
|
|
9,210
|
|
||
|
|
|
|
|
|
|||
Net
(Decrease)
in cash
|
|
|
890,900
|
|
(11,651
|
)
|
||
Cash, beginning
|
|
|
-
|
|
11,651
|
|
||
Cash, ending
|
|
$
|
890,900
|
$
|
-
|
|
||
Supplementary information
|
|
|
|
|
|
|
|
|
Cash paid:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash financing and investing activities
|
|
|
|
|
|
|
|
|
Related party notes and payables forgiven
|
|
$
|
-
|
|
|
$
|
97,515
|
|
Due to shareholder for payment of expenses on behalf of the company
|
|
$
|
67,013
|
|
|
$
|
2,306
|
|
· |
$10,000 signing bonus
|
· |
$1,000 per month – 24 months consulting contract after we have raised $1,000,000 from the time this contract is initiated.
|
· |
Additional $500 per month – 24 month consulting contract for every $1,000,000 thereafter that is raised. The above consulting terms are concurrent, meaning, the 2nd contract will be added to the first contract and every other contract thereafter.
|
December 31,
|
December 31,
|
|||||||
2016
|
2017
|
|||||||
Deferred tax asset:
|
||||||||
Net operating loss carryforwards
|
(72,650
|
)
|
(82,250
|
)
|
||||
Valuation allowance
|
72,650
|
82,250
|
||||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
Andy Kim
|
President, CEO, Secretary and Treasurer (appointed on July 8, 2016 and resigned on August 15, 2016) and Director (appointed on July 8, 2016 and resigned on January 11, 2017)
|
Jung Choung Hun
|
President, CEO, Secretary, Treasurer and Director (appointed on August 15, 2016 and resigned on January 11, 2017)
|
Tesheb Casimir
|
President, CEO, CFO, Secretary, Treasurer and Director (appointed on January 11, 2017)
|
Name &
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non- Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension Value
and Non- Qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
|
Total
($)
|
|
|||||||||
Camacho (1)
|
2015
|
$
|
0.00
|
|||||||||||||||||
Andy Kim (1)
|
2016
2017
|
$
|
0.00
|
|||||||||||||||||
Jung Choung Hun
(1)
|
2016
2017
|
|
|
$
|
0.00
|
|||||||||||||||
Tesheb Casimir
|
2016
|
$
|
0.00
|
|||||||||||||||||
2017
|
$
|
0.00
|
(1)
|
Former President, Secretary, Treasurer and Director
|
Name
|
Number
of
Securities
Underlying
Unexercised
options
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested (#)
|
Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($)
|
|||||||||||||||||||||||||||
Andy Kim
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Jung Choung
Hun
|
||||||||||||||||||||||||||||||||||||
Tesheb Casimir
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
· |
By each person who is known by us to beneficially own more than 5% of our common stock;
|
· |
By each of our officers and directors; and
|
· |
By all of our officers and directors as a group.
|
Fiscal
Year
|
|
Audit Fees
|
|
|
Audit-
Related
Fees
|
|
|
Tax Fees
|
|
|
All Other
Fees
|
|
||||
2016 MaloneBailey, LLP
|
|
$
|
15,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
2017 MaloneBailey, LLP
|
$
|
10,000
|
||||||||||||||
2017 BF Borgers CPA, PC
|
|
$
|
48,600 |
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Number
|
Exhibit
|
31.1
|
|
32.1
|
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
|
|
DKG CAPITAL INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BY:
|
Tesheb Casimir
|
|
|
|
|
/s/
|
Tesheb Casimir
|
|
|
Principal Executive Officer
|
|
|
Principal Financial Officer and
|
|
|
Principal Accounting Officer
|
1 Year DKG Capital (CE) Chart |
1 Month DKG Capital (CE) Chart |
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