UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
FOR THE QUARTERLY PERIOD ENDED March 31, 2018
OR
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission file number
000-1592411
DKG CAPITAL, INC.
(FORMERLY KNOWN AS STAR ALLY, INC.)
(Exact name of registrant as specified in its charter)
NEVADA
|
46-3787845
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
No. 17-2-2, Jalan 3/62D, Medan Putra Business Centre
Bandar Menjalara, 522C
Kuala Lumpur, WP Kuala Lumpur
Malaysia
(Address of principal executive offices, including zip code.)
(702) 463-8880
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES ☒
NO
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company ☒
Emerging Growth Company ☒
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES
☐
NO ☒
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 14,893,714 shares of common stock as of
May 26, 2018.
DKG CAPITAL, INC.
FINANCIAL STATEMENTS
March 31, 2018
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
|
|
|
|
|
Page
|
ITEM 1.
FINANCIAL STATEMENTS
|
|
|
|
Consolidated balance Sheets (Unaudited) at March 31, 2018 and December 31, 2017
|
3
|
|
|
Consolidated statements of Operations (Unaudited) for the three months ended March 31, 2018 and 2017
|
4
|
|
|
Consolidated statements of Cash Flows (Unaudited) for the three months ended March 31, 2018 and 2017
|
5
|
|
|
Notes to the Consolidated Financial Statements (Unaudited)
|
6
|
|
|
ITEM 2
. Management's Discussion and Analysis and Plan of Operation
|
9
|
|
|
ITEM 3
. Quantitative and Qualitative Disclosures About Market Risk
|
11
|
|
|
ITEM 4.
Controls and Procedures
|
11
|
|
|
PART II OTHER INFORMATION
|
|
|
|
ITEM 1A
. Risk Factors
|
12
|
|
|
ITEM 6.
Exhibits
|
12
|
|
|
INDEX TO EXHIBITS
|
12
|
|
|
SIGNATURES
|
12
|
DKG Capital, Inc.
Consolidated Balance Sheets
(unaudited)
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
966,757
|
|
|
$
|
890,900
|
|
Accounts receivable and deposits
|
|
|
125,124
|
|
|
|
318,879
|
|
Total current assets
|
|
|
1,091,881
|
|
|
|
1,209,779
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Investment
|
|
$
|
517,600
|
|
|
$
|
-
|
|
Fixed assets
|
|
|
782
|
|
|
|
-
|
|
Total non-current assets
|
|
|
518,382
|
|
|
|
-
|
|
Total assets
|
|
$
|
1,610,263
|
|
|
$
|
1,209,779
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
33,825
|
|
|
$
|
135,339
|
|
Amount due to former director
|
|
|
2,306
|
|
|
|
2,306
|
|
Amount due to shareholder
|
|
|
124,216
|
|
|
|
67,013
|
|
Tax payable
|
|
|
363,372
|
|
|
|
250,591
|
|
Total current liabilities
|
|
|
523,719
|
|
|
|
455,249
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
Common stock, 50,000,000 shares authorized, at
$0.001 par value, 14,893,714 shares
issued and outstanding, respectively
|
|
|
14,894
|
|
|
|
14,894
|
|
Additional paid-in capital
|
|
|
2,782,620
|
|
|
|
2,782,620
|
|
Reserves
|
|
|
69,115
|
|
|
|
-
|
|
Accumulated deficit
|
|
|
(1,780,085
|
)
|
|
|
(2,042,984
|
)
|
Total stockholders' equity
|
|
|
1,086,544
|
|
|
|
754,530
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
1,610,263
|
|
|
$
|
1,209,779
|
|
The accompanying notes are an integral part of these consolidated financial statements
DKG Capital, Inc.
Consolidated Statements of Operations
(unaudited)
|
|
For the Three Months ended
|
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Revenue
|
|
$
|
464,229
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
110,374
|
|
|
|
9,148
|
|
Total operating expenses
|
|
|
110,374
|
|
|
|
9,148
|
|
|
|
|
|
|
|
|
|
|
Profit/ (loss) from operations
|
|
|
353,855
|
|
|
|
(9,148
|
)
|
|
|
|
|
|
|
|
|
|
Other expenses
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
Total other expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Profit/ (loss) before provision for income taxes
|
|
|
353,855
|
|
|
|
(9,148
|
)
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
90,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit/ (loss)
|
|
$
|
262,899
|
|
|
$
|
(9,148
|
)
|
|
|
|
|
|
|
|
|
|
Basic and diluted net profit/ (loss) per common share
|
|
$
|
0.02
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
14,893,714
|
|
|
|
14,893,714
|
|
The accompanying notes are an integral part of these consolidated financial statements
DKG Capital, Inc.
Consolidated Statements of Cash Flow
(unaudited)
|
|
For the Three Months ended
|
|
|
|
March 31,
|
|
|
|
2018
|
|
|
2017
|
|
Cash flow from operating activities
|
|
|
|
|
|
|
Net profit/ (loss)
|
|
$
|
353,855
|
|
|
$
|
(9,148
|
)
|
Adjustments to reconcile net profit/ (loss) to net cash generated from/ (used in)
operating activities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
85
|
|
|
|
-
|
|
Change in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Decrease in accounts receivable and deposits
|
|
|
218,734
|
|
|
|
-
|
|
(Decrease)/ increase in accounts payable and accrual liabilities
|
|
|
(111,696
|
)
|
|
|
9,148
|
|
Increase in amount due to shareholder
|
|
|
54,412
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from operating activities
|
|
|
515,500
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Payments to acquire fixed assets
|
|
|
(869
|
)
|
|
|
-
|
|
Payments to acquire investment
|
|
|
(517,600
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(518,469
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash
|
|
|
(3,079
|
)
|
|
|
-
|
|
Exchange difference
|
|
|
78,936
|
|
|
|
-
|
|
Cash, beginning
|
|
|
890,900
|
|
|
|
-
|
|
Cash, ending
|
|
$
|
966,757
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary information
|
|
|
|
|
|
|
|
|
Cash paid:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
Due to shareholder for payment of expenses on behalf of the Company
|
|
$
|
54,412
|
|
|
$
|
9,148
|
|
The accompanying notes are an integral part of these consolidated financial statements
DKG Capital, Inc.
Notes to Consolidated Financial Statements
For the Three Months Ended March 31, 2018 and 2017
(unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
DKG Capital, Inc. (“we”, “our”, the “Company”), located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada.
Mr. Andy Kim resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on January 11, 2017 and Mr. Tesheb Casimir became the President and Chief Executive Officer, Secretary and Treasurer. Mr. Tesheb Casimir ended the binary option software development. Mr. Tesheb Casimir’s new business focuses are: 1. Mobile application development; 2. Provision of online marketing services; 3. Operation of self-developed social media platform; and 4. Provision of various leisure services to high net worth clients who are users of our social media platform.
On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved (1) a corporate name change to “DKG Capital, Inc.”, (2) an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and (3) a 30:1 forward split of our common stock. These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.
On July 6, 2017, the Company’s Board of Directors approved a merger with DKG Mobilepay Inc., a wholly owned subsidiary incorporated in the State of Nevada. The Merger is related to the Company’s revised business plan and the Company will be the surviving company of the Merger. The plan of merger provides for an exchange ratio of 1:35 for the common stock of both constituent corporations, which has the practical effect of a 1 for 35 reverse split of the Company’s common stock, with fractional shares to be rounded up to the nearest whole number of shares. This corporate action was approved by the Company’s Board of Directors as authorized by Nevada corporate law. The 1 for 35 reverse stock split effected by the Merger was effective on August 4, 2017. All share and per share amounts herein have been retroactively restated to reflect the split.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of DKG Capital, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2017 and 2016, contained in the Company's Form 10K, originally filed with the Securities and Exchange Commission on May 1, 2018. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Accounts Receivable and Deposits
Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. Credit is extended based on evaluation of a customer's financial condition, the customer’s credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its 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. The Company does not have any off-balance-sheet credit exposure related to its customers. Based on the evaluation, the Company has determined that no allowance for doubtful accounts is required as of March 31, 2018 and 2017.
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified. Based on the evaluation, the Company has determined that no impairment of long-lived assets is required as of March 31, 2018 and 2017.
Revenue Recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) products are installed and/or the contracted services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured.
All development services are invoiced when completed. Revenues are recognized at the point of sale, which occurs when the service is completed and/or installation services are complete.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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. 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. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of March 31, 2018 and 2017.
Profit/ (loss) per Common Share
Basic earnings per share are calculated dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no dilutive shares, options or warrants outstanding as of March 31, 2018 and 2017.
Recently Adopted Accounting Pronouncements
There are no other recent accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial statements.
NOTE 3 - GOING CONCERN
The accompanying unaudited interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company has incurred net recurring losses and an accumulated deficit. As of March 31, 2018, the Company has a working capital deficit. In addition, the Company’s development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 4 – ACCOUNTS RECEIVABLE AND DEPOSITS
Accounts receivable and deposit consisted of account receivable from customer and rental deposits and prepaid rent..
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of royalty fee payable to a third party and other professional charges.
NOTE 6 – INVESTMENT
Investment consisted of investment in unit trust.
NOTE 7 – FIXED ASSETS
Fixed assets include furniture and fixtures.
NOTE 8 – RELATED PARTY TRANSACTIONS
As of March 31, 2018 and December 31, 2017, the Company was obligated to a former director for an unsecured, non-interest demand bearing loan with a balance of $2,306.
As of March 31, 2018, the Company was obligated to Mr. Tesheb Casimir, CEO for an unsecured, non-interest demand bearing loan with a balance of $124,216, for the Company’s business expenses paid directly by the CEO on behalf of the Company.
The Company has been provided office space by its chief executive officer at no cost. Management has determined that such cost is nominal and has not recognized any rent expense in its financial statements.
NOTE 9 – REVENUE
Revenue consisted of development services income.
NOTE 10 – GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses mainly consist of the operating costs of the Company’s head office in Malaysia and the professional fee incurred on the US company level.
NOTE 11 – STOCKHOLDERS’ EQUITY
On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and a 30:1 forward split of our common stock. These corporate actions is now effective. All share and per share amounts herein have been retroactively restated to reflect the split.
On July 6, 2017, the Company’s Board of Directors approved a 1 for 35 reverse split of our common stock. These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.
On November 27, 2017, the Company's Articles of Incorporation were amended to 1,000,000,000 shares from 5,000,000,000 shares and to authorize the Company to issue up to 4,000,000,000 shares of preferred stock, par value $0.00001 per share.
There were 14,893,714 shares (17,376,000 shares prior to forward split) of common stock issued and outstanding at March 31, 2018 and December 31, 2017 respectively.
Item 2: - Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this quarterly report on Form 10-Q includes statements about:
·
|
our plans to hire industry experts and expand our management team;
|
·
|
our beliefs regarding the future of our competitors;
|
·
|
our anticipated development schedule;
|
·
|
the anticipated benefits of our product;
|
·
|
our expectation that the demand for our products will eventually increase; and
|
·
|
our expectation that we will be able to raise capital when we need it.
|
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:
·
|
general economic and business conditions;
|
·
|
we may have product liability claims;
|
·
|
we may not be successful in commercialization of our products;
|
·
|
regulatory changes may hurt the market for our products;
|
·
|
we may not be able to protect our intellectual property rights;
|
·
|
our auditors have issued a going concern opinion regarding our company;
|
·
|
competition for, among other things, capital, products and skilled personnel; and
|
·
|
other factors discussed under the section entitled "Risk Factors",
|
any of which may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
As used in this report, the terms "we", "us" and "our" mean
DKG
Capital, Inc.
(formerly known as Star Ally, Inc.), a Nevada corporation. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report.
History and Overview
DKG Capital, Inc. was incorporated on October 2, 2013 under the laws of the State of Nevada.
Plan of Operations
Plan of Operations
The Company was in the business of developing software including gaming products and investment products and, after the appointment of our current CEO, Mr. Tesheb Casimir, he shifted the business focus to the development of mobile applications, online marketing, social media platforms and provision of various leisure services to high net worth clients. During the last quarter of 2017, the Company started tapping into the asset tokenization market and selling asset tokenization solutions.
Results of Operations
The following is an analysis of components of expenses, and variances comparing the three months ended March 31, 2018 to the three months ended March 31, 2017.
We generated $464,229 of revenue during the three months ended March 31, 2018, as compared to $-0- during the comparable period in 2017. The primary reason was that we were actively selling our products during 2018, while during 2017, we built our web site and were primarily focused on acquiring, developing and testing products. Our total operating expenses during those periods were general and administrative expense of $$110,374 for the three months ended March 31, 2018 compared to $9,148 during the three months ended March 31, 2017. Interest expense for the three months ended March 31, 2018 was $-0- compared to $-0- for the three months ended March 31, 2017. General and administrative expense for the three months ended March 31, 2018 was $110,374 compared to $9,148 for the same period in 2017.
The increase in operating expenses, for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, is due, primarily, to the increased level of our business activity.
Liquidity and Capital Resources
During the three months ended March 31, 2018, we utilized cash in the amount of 515,390 to pay for operating activities compared to $-0- for the three months ended March 31, 2017. Cash used in operating activities during the three months ended March 31, 2018 included a net profit of $353,855 compared to a net loss of $9,148 for the three months ended March 31, 2017.
Investing Activities
During the three months ended March 31, 2018, we acquired fixed asset and investment of $869 and $ 517,600 respectively. We did not use any cash resources for investing activities during the three month ended March 31, 2017.
Financing Activities
We did not generate any funds from financing activities during the three month periods ended March 31, 2018 and 2017.
Material Commitments
We do not have any material commitments for capital expenditures.
Seasonal Aspects
Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).
Going Concern
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective during the three month period ended March 31, 2018.
There were no changes in our internal control over financial reporting during the three month period ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
The following documents are included herein:
EXHIBIT
|
|
|
NUMBER
|
|
DOCUMENT DESCRIPTION
|
|
|
|
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.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this
May 26, 2018
.
|
DKG CAPITAL INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BY:
|
Tesheb Casimir
|
|
|
|
|
/s/
|
Tesheb Casimir
|
|
|
Principal Executive Officer
|
|
|
Principal Financial Officer and
|
|
|
Principal Accounting Officer
|