SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~

Washington, D.C. 20549

~~For the fiscal year ended~~ ~~November 30, 2015~~

~~Registrant’s telephone number:~~ ~~809-994-4443~~

~~Title of each class~~

~~TABLE OF CONTENTS~~

historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

	-	our current lack of working capital;
	-	inability to raise additional financing;
	-	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
	-	deterioration in general or regional economic conditions;
	-	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
	-	inability to efficiently manage our operations;
	-	inability to achieve future sales levels or other operating results; and
	-	the unavailability of funds for capital expenditures.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.

Throughout this Annual Report references to “we”, “our”, “us”, “12 Retech”, “RETC”, “the Company”, and similar terms refer to 12 ReTech Corporation.

PART I

~~Item~~ITEM 1. ~~Business~~

~~Our Business~~

WeBUSINESS

At our core, we are a ~~development stage~~software company whose technology allows retailers to combat the dual threats of Walmart and Amazon — both online and in physical stores. Our microbrand rollup acquisition strategy allows us to demonstrate the effectiveness of our software, devise and test new products, while providing shareholder value through immediate revenue and earnings growth. The Company operates through our subsidiaries on three continents: 12 Hong Kong, Limited (“12HK”, “12 Hong Kong, Ltd.”), 12 Japan, Limited (“12JP”, “12 Japan, Ltd.”), 12 Europe A.G. (“12EU”, “12 Europe AG”), and 12 Retail Corporation (“12 Retail”) (and its subsidiary, E-Motion Apparel, Incorporated (“EAI”, “E-Motion Apparel, Inc.”) in North America).

The Subsidiaries:

-12 Hong Kong, Ltd. a corporation organized in the ~~business~~special economic region of ~~acquiring, developing,~~Hong Kong. On June 27, 2017 the Company acquired 12 Hong Kong, Ltd. in a share exchange transaction (See section 7 Management Discussion & Analysis). This is the technology company that manages all the Company’s proprietary and licensed technology that is utilized and sold by the other subsidiaries. In addition, this subsidiary serves as an additional marketing and ~~selling~~ sales hub for Asia, particularly the Chinese market, excluding Japan.

-12 Japan, Ltd. a corporation organized in Japan. The Company acquired 12 Japan, Ltd, located in Tokyo, Japan on July 31, 2017 in a share exchange (see section 7 Management Discussion & Analysis). This subsidiary operates in the country of Japan. It is this subsidiary that services our first customer,Itoya Ltd, where our technology was successfully implemented and proven.

-12 Europe A.G. a corporation organized in Switzerland. The Company acquired 12 Europe A.G. on October 26, 2017 in a shares exchange. (see section 7 Management Discussion & Analysis). This subsidiary markets, sells, and services the Company’s proprietary and licensed technology to retailers in the European market from its base in Zurich, Switzerland. Since its acquisition, this subsidiary has already signed agreements with 4 retailers, 1 department store and 3 local businesses, to deploy our technology and 12Sconti app (see Our Technology).

-12 Retail Corporation was formed in the state of Arizona, USA and maintains an office in Scottsdale, Arizona. This subsidiary was formed on Sept. 18, 2017 to execute the Company’s microbrand roll up acquisition strategy as well as to penetrate the North American market with our technology to select retailers. All of the microbrands that are acquired will retain their own brand name and identity although they will share some economies of scale and benefit from the management expertise, resources and capital allocation available as a subsidiary of the Company. The microbrands will become subsidiaries of 12 Retail Corporation.

-E-motion Apparel, Inc. (“EAI”) On March 12, 2018, The Company acquired 100% of the equity in E-motion Apparel, Inc, a California corporation, though the 12 Retail subsidiary, pursuant to a Share Exchange Agreement (see Section “Subsequent Events”), which itself owns four other microbrands that target specific niche markets: Lexi-Luu Dancewear, Punkz Gear, Cleo VII and Skipjack Dive & Dance Wear. This company, now located in Salt Lake City, Utah, operates its own production and fulfillment facility that management believes can be utilized by all of the Company’s future microbrand acquisitions as a competitive advantage to quickly produce, market, sell and deliver many smaller quantities of garments, keeping online sales channels fresh.

The Opportunity:

Brick and mortar retailers continue to struggle against online competition, even though online sites haven’t changed much in 20 years. With consumers looking to purchase products in new ways with a larger focus on individualism and social sharing, retailers and merchants are searching for new ways to entice consumers through software technologies that engage consumers both online and in the physical store. These disruptive changes are affecting not just merchants and retailers, but all stages of their supply channel from design and manufacture to distribution and shipping. Consequently, many of the valuations of retailers, merchants, and their suppliers are in the trough while other retailers have simply gone out of business.

However, brick and mortar retailers are not all going to just disappear, although they will change, because consumers shop when they enjoy the shopping experience. Online merchants will change too as the landscape continues to get more competitive. Both online and physical merchants are learning that as consumers habits change, traditional marketing and advertising like TV is much less effective. We call this combination of forces the “Consumer Shift”. This Consumer Shift is driving a convergence of the online/mobile ~~application software.~~ merchant with the physical retailer, as we have seen with Amazon’s acquisition of Whole Foods, Inc. and their opening of physical book stores, and Walmart’s acquisition of Jet.com. That convergence will continue.

World-wide retailing represents approximately $28 trillion in revenue, while in 2016 in the U.S. alone all forms of retailing represented $4.65 trillion in annual revenue (according to Statista Feb 2017). While management believes that the Company’s software and technologies can benefit almost all retailers, the Company will initially focus on the Apparel and Cosmetics sectors where they believe we can have the biggest impact and that market generated over $378 billion in 2016 revenue in just the U.S. (Statista Feb 2017).

The Company benefits shareholders by generating its revenue and earnings two ways: 1) Through the revenue and earnings generated from its microbrands, and 2) through the revenue generated through the sale and/or licensing of its proprietary software and technology to third party retailers and merchants.

Our ~~operations,~~Technology:

The Company’s patented, proprietary technology products, software and services, as well as management expertise, directly addresses the Consumer Shift with software solutions that seamlessly engage consumers both in the physical store and online, encourage social sharing, and advertising while lowering retailer and merchants’ operating costs. We will employ it ourselves at our microbrands where we demonstrate its effectiveness and develop additional feature sets.

Adoption and Deployment of our Software:

Retailers have already expressed interest in our software solutions, recognizing that we demonstrate the 3P’s of successful technology: “Proven,Proprietary, andPatented”. Itoya has already successfully installed our technology in its 13-story lifestyle store in Tokyo and is in talks to ~~date,~~install our solutions in more of its stores. Manor, A.G., the largest department store chain in Switzerland with over 60 stores, has now ordered a pilot for two of its stores including its Flagship Store. The Company’s brand new 12Sconti app has been well received and is being promoted by retailers in Switzerland in advance of its planned May 2018 launch. In the United States, in January 2018 the Company hosted nearly 60 top retail executives in association with the National Retail Foundation where it introduced its technology to favorable reviews, and has received interest from retailer in the U.S., Mexico, and Brazil as well.

Our Microbrand Acquisition Strategy:

Management defines a “microbrand” as “any brand that generates under $75 million in annual revenue”, and a “minibrand” as “any brand with $75 million to $ 1 billion in annual revenue”. A true “Brand” has over $1 billion in annual revenue. With brick and mortar retail sales in the trough due to the Consumer Shift, management believes that there is a strong opportunity to acquire microbrands based on trough valuations that, through the deployment of our technologies, can produce outsized returns and be generally accretive to our business. Since these microbrands are small, they can be targeted to smaller individual niche demographics, providing the individuality required by the Consumer Shift. Each of our microbrands will be complementary to each other and generally benefit from our technologies.

With the acquisition of significant profitable microbrands, the Company becomes self-sufficient, able to generate its own cash flow to minimize the need to raise capital to support its software development, sales and deployment.

Management formed 12 Retail Corporation in Arizona, U.S.A to acquire microbrands and manage its Microbrand strategy:

-E-motion Apparel, Inc. On March 12, 2018, subsequent to year ended December 31, 2017 the Company, through its 12 Retail subsidiary, acquired its first microbrand: E-motion Apparel, Inc, (“EAI”), a California corporation founded in 2011, which itself owns four other microbrands that target specific niche markets: Lexi-Luu Dancewear, Punkz Gear, Cleo VII and Skipjack Dive & Dance Wear. This company is now located in Salt Lake City, Utah to take advantage of a “pro-business” well trained employee market, and operates its own production facility that management believes can be utilized by all of the Company’s future microbrand acquisitions as a competitive advantage to produce many small quantity garments that can keep online sales channels fresh, as well as speeding up design and creation of samples so that large scale off-shore production can be accomplished more rapidly. For more information please visit our website at www.E-motionapparelinc.com or on Facebook at: lexi-luu designs-dancewear

Additional Microbrands Targeted for Acquisition:

The Company has targeted a number of other potential acquisitions and has announced the execution of two Letters of Intent (“LOI”) to acquire three of them: Colorado Trading and Clothing Company d/b/a Active Fashion Group, The J. Peterman Company, LLC, and Krazy Larry, Inc., and continues to perform due diligence while final negotiations and documentation are on-going. If and when these acquisitions are completed, they would add an additional $45 million in annual revenue, and could expect to similarly benefit from the synergies between the other microbrands and the Company’s proprietary technologies.

Our Technology Strategy:

Managementbelievesthat adoption of our software technology and strategies by physical and online retailers and merchants is the only way for them to combat the dual threat posed by Amazon and Walmart

12 Retech Corporation has created a fully-integrated shopping experience driven by new technology and has integrated all aspects of social networking. We refer to our technology simply as the “12 Technology Suite”, or just “12 Suite”. We anticipate we will be the next disruptive innovator in the retail sector. Simply put, 12 Suite is an interactive shopping cart that seamlessly combines shopping and social networking for a fun and unique shopping experience.12 Suite integrates in-store, online, and mobile shopping with its smart mirror (“12Mirror”), 12Mobile app, and 12Kiosk, while an interactive advertising screen provides special offers from shops, restaurants, and service providers.Over the past 36 months, the Company has developed a proprietary technology suite (software, hardware (the 12Mirror), applications for the iPhone, iPad, and Android phones and tablets (12Mobile)) that integrates traditional shopping, on-line shopping, entertainment and social networking into a “Totally Integrated Retail Platform”.

The first fully-integrated store (13 story shopping center) has been fully implemented in Tokyo, Japan and is running successfully since the beginning of 2016. In the meantime, we have been ~~devoted primarily~~in active negotiations with a Japanese information technology company for distribution rights in Japan and are now working on an enhancement project focusing our system to ~~startup~~Promotion / Advertising activities in approximate vicinities. We believe that all elements are in place to continue development and ~~development activities, which include~~expansion of the ~~following:~~

concept in department stores, malls and specialized retailers in fashion and/or jewelry.

The 12 Retech Experience

USXS – UnifyingShopping eXperienceSystem^® -Management believes that the USXS is the solution for all retail problems related to reaching the consumer; the connector of any available technology system and the generator of a truly shopping and entertainment experience for consumers. Our technology is based on the full integration of the 12Mirror / 12ADScreen connected with 12Kiosk, 12Mobile and e-commerce. The whole technology will enable consumers to be independent and freely share information with friends.

We call this the “12 Experience”. We believe that the 12 Experience offers both retailers and customers an exciting, timesaving and efficient way to enjoy and to fully become immersed within the traditional retail environment.

We believe that:

	●	12 Retech will set a new trend in retailing; changing the way shopping and advertising is done
	●	12 Retech will connect people to business and people to people
	●	12 Retech will be the first offering a real-time service to consumers wherever they are located
	●	12 Retech will build on the complete integration of four fundamental retail and entertainment components: Traditional Shopping; Online/Mobile Shopping; Social Networking; PR - Advertising and Entertainment

Industry Overview

	●	E-commerce has increased 20% on average each year but remains at only 8% of total commerce.
	●	Many shoppers visit physical shops but purchase online looking for lower a price.
	●	Unqualified shop staff cannot help effectively and can struggle to make consumers happy.
	●	Waiting in line, waiting for fitting rooms, or waiting to pay, can be frustrating and has the potential to make customers exit the store without purchasing.
	●	Small retailers cannot afford to spend significant money on advertising or technology.
	●	Retailers are reluctant to fully embrace the potential of new technologies if it costs them significant money and is difficult to implement the new system.
	●	There is a need to provide an easier way to get special offers to consumers.

Disruptive Technology

The Company is deploying its technology in traditional retail outlets in order to allow for a seamless and novel approach to traditional retail shopping models. In order to advance our concept, we have identified several key concepts that we believe are the cornerstones of our business in the coming months and years. We believe that consumers want to shop in a seamless way, avoiding long lines and avoiding the frustrations that traditional retail shopping has long since been mired.

We firmly believe that the modern shopper:

	●	Wants to evaluate products all the time, not only while shopping.
	●	Likes to learn about a product and get a friend’s recommendation and suggestion through any methodology available, especially social media.
	●	Wants flexible shopping anywhere; online, mobile or at the store.
	●	Wants flexible order and delivery or pick-up at the store.
	●	Wants to receive customized offers and promotions before entering or when they are at the store.
	●	Expects seamless, personalized experience at every touch point – anytime, anywhere.
	●	Wants convenience and value to be assured.

What does it bring to Customers?

12 Retech’s technology helps drive more customers to the store and helps to increase sales due to the fact that customer will spend more time in the store browsing and checking products, sales can also be generated after store closure, sales can be generated after the consumer shows the product to friends and speaks with them. The technology allows retailers to receive customized information about customers, learn and understand their behavior and shopping patterns, while providing improved and customized offers to consumers. Customers create free advertising for the retailers through the sharing of pictures taken in the stores.

The 12 Suite

Our 12 Suite offers a spectrum of smart devices – from mirrors to PR screens to kiosks and more – to help retailers reach new consumers, increasing visibility across all channels and providing a better service.

12Mirror
	The 12Mirror is a unique in-store application, which is truly different from currently existing magic mirrors. Our 12Mirror is a custom-made interactive mirror with touch capability. It recognizes clothes that a person is fitting, and can take pictures, which can be instantly shared with friends and family. When synchronized with the 12Mobile application, it enables shoppers to transfer 12Mirror images to their smart phones, purchase items with ease, and share their experience with friends online. The 12Mirror detects products, gives information and collects data from consumers and products that are important for the shop, designer and manufacturer. It also offers related products in store and from other stores if available.

12Kiosk
	The 12Kiosk is an in-store application to browse products, get information and place orders. In the stores, the 12Kiosk can detect products, provide information, and allow the consumer to checkout on this device as a self-checkout point. It collects data from consumers and products, which in turn are important for the shop, designer, and manufacturer.

12ADScreen
	The 12ADScreen is a custom-made two-way screen with voice and touch capability. It detects people in front of the screen and calls them up by sound or voice. The consumer can get information on special offers at the store and/or can download advertised pictures or videos and then shop directly out of them. The 12ADScreen is a new way of interactive advertising, attracting consumers in a fun and entertaining way.

12Mobile
	The 12Mobile App is an e-commerce application for iPhone and Android mobile devices. This application can be used to find great offers at nearby member stores, it can make reservations and pay for purchases and services, it can check products in members stores, and it allows the consumer to socialize through the app or share with other social media apps. It allows downloading pictures or videos from the 12Mirror or 12ADScreen, to share with friends. The consumer can receive special offers or coupons from advertisers and can participate in monthly competitions via our app.

The Staff/Sales App
	The Staff/Sales App is an application for vendors, which can be used on smart phones, tablets, or PC’s to communicate with the 12 Retech technology system, checking product information, inventory and location for a better service to their customers. It also provides product-training sessions for education of the sales staff.

12Sconti App
	The 12Sconti App – a new addition to our 12 Suite – was created to help in reducing food waste. This app helps retailers of perishable products to reduce their waste by offering products at reduced prices to 12Sconti’s users. It allows consumers to buy products at a cheaper price from vendors in their vicinities. 1% of all revenue will be donated to a charity organization dedicated to help mitigate world hunger.

~~Formation of the company;~~9

~~Development of our business plan;~~

12 Retech Will Make Shopping a “Truly Social Experience”

Offers to Consumers

	§●	~~Building an~~Consumers can enjoy shopping while they socialize with friends, being entertained at all times.
	●	Consumers can check products online, ~~presence;~~in the store, on the 12Mirror, 12Kiosks or 12Mobile.
	●	Consumers can get customized offers on specific products/brands.
	●	Consumers do not need to wait in line for fittings and paying. They can have the flexibility of home delivery or pick-up at the store.
	●	Consumers can get immediate offers and discounts on products, restaurants or services from business that is in the vicinity (within 10 min walking distance).
	●	Consumers can always get the best immediate deal available on various offers.

~~Design and development of our initial mobile application~~

~~Currently, we have no fully-developed revenue generating mobile applications. We intend~~

12 Retech brings social media to ~~build~~life in a ~~harmonious portfolio of apps that will service a wide range of industries~~rich, totally immersive and ~~consumers. We currently have one application (Hotchek) in our portfolio. Hotchek is a multi-use customizable application designed to enable users to easily engage~~exciting environment. In the store, consumers can connect instantaneously with any available social networking system like Facebook, Skype, WhatsApp, Line, Wechat, etc. Consumers can share pictures and videos, and can get opinions from their ~~network audience~~families and friends. 12 Retech actively evolves with the ~~use of highly interactive polls~~rapidly changing “iGeneration.”

Advertising and ~~surveys.~~

~~We expect that Apple~~Entertainment

In the retail and ~~Android~~advertising business, the ideal customer for adopting this concept are department stores, malls or small retailers who want to improve their sales at the shop and online ~~App stores will be~~by empowering consumers and providing them with a total experience and also by reaching them with unique offers. For the primary distribution, marketing, promotion and payment platform for our mobile Apps. Operations will also take place through our company website “devagoinc.com,” which intends to serve as a multipurpose marketplace for the salefirst stage of our mobile ~~applications.~~

~~Our planned website, devagoinc.com,~~app, we are targeting small and middle level retailers as well as service providers. On stage two we will target people who have skills and want to provide them privately (Person to Person) generating additional value for consumers. We believe that the concept of allowing the Consumer to have fun, receive special offers and being entertained during their shopping experience is very important. 12 Retech makes the consumer feel special, important and empowered, allowing them to choose the best offer available right now at the store they are in or at stores in the ~~development stage.~~ vicinity.

Intellectual Property

The Company has three patents pending covering its Intellectual Property:

1. U.S.A.

Patent Application #: 14/101,486

Description: The patent application relates to an inventive shopping system with enhanced efficiency, including but not limited to, a customer interaction device for communication between a customer and the shopping system, the customer interaction device interacting with the shopping system to conduct activities in a retail store.

Filing Date: December 10, 2013

2. P.R. China:

Patent Application #: 201410418985.X

Description: This patent application claims priority from the US application, and it relates to an inventive shopping system with enhanced efficiency, including but not limited to, a customer interaction device for communication between a customer and the shopping system, the customer interaction device interacting with the shopping system to conduct activities in a retail store.

Filing Date: August 24, 2014

3. Patent Cooperation Treaty (PCT) Application

Patent Application #: PCT/IB2014/066751

Filing Date: December 10, 2014

		Patent Application #	Description	Filing Date
1.	USA	14/101,486	Unifying Shopping Experience System	Dec 10, 2013
2.	P.R. China	201410418985.X	Unifying Shopping Experience System	Aug 24, 2014
3.	E. U.	2014/066751	Unifying Shopping Experience System	Dec 10, 2014

In addition, our product offering is also in the development stage. We have only recently begun operations, have no sales or revenues, and therefore rely upon the sale of our securities or debt financing to fund our operations. We have a going concern uncertainty as of the date of ~~our most recent financial statements.~~

~~We intend to meet our cash requirements for~~ the next 12 months by generating revenue and through a combination of debt financing and equity financing. We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

~~As we did not raise~~report the $105,000 budget that we require to implement our business plan as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our corporate, legal and accounting expenses. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.

~~We will prioritize our corporate activities as chronologically laid out below as these activities need to be undertaken as a prerequisite for future operations.~~

~~Market Trends and Opportunity~~

It is still too early to predict the trajectory that apps will take; however, it is becoming clear - the mobile browser is taking a back seat to mobile apps. Analytics firm Flurry has published data on mobile usage by US consumers during Q1 2014. While users are spending more time on their devices (an average of 2 hours and 42 minutes per day, up four minutes on the same period last year), how they use that time has changed as well. Only 22 minutes per day are spent in the browser, with the balance of time focused on applications. This is a reality that enterprises around the world are now taking on in the development of their marketing and business strategies.

Devago believes the mobile channel is opening up new ways for companies to nurture customer relationships in ways not possible in the past. Via the deployment of strategic apps, mobile presents businesses with a unique opportunity to engage customers with a product or service anytime, anywhere, in a manner that is specifically tuned to their individual needs. The mobile experience also delivers a rich set of analytics that provides hard-to-come-by insights into everything from a customer's buying behavior to his or her actual physical location, allowing companies to custom tailor the conversation while also setting the stage for interaction that is all about intention.

Mobile opens up a world of data that no other channel can provide, with access to a user’s on-the-go lifestyle, consumption habits, social, transactions and is the fabric to connecting to the world around us – it truly tells marketers who their consumer is. We believe that we have the expertise and keen eye for applications that facilitate mobile relationship marketing (MRM) as a critical area for companies to gain competency and competitive advantage. We endeavor to become one of leading mobile applications providers within the space of mobile relationship marketing.

The Graph above is a breakdown of the overall mobile advertising revenues spent versus time spent on Mobile. Google accounts for 18% of time spent on Mobile and has a high market share in terms of ad revenues at 49.3% of advertising spent. The rest of the apps, including gaming apps, are simply not getting their fair share of advertising spent. The “other” apps command 65.3% of time spent but only receive 32% of ad revenues. We believe this represents a massive opportunity for applications to monetize through advertising. Globally ad spend jumped by 105% in 2013. eMarketer also projects that the mobile ad market will grow 75% in 2014 for a total of $31.5 billion, making the opportunity even bigger. Please note, while the foregoing industry predictions are based on publicly available third party industry reports, there are wide ranging variations in the predictions regarding the size of the future mobile applications market and undue reliance should not be placed on these statistics.

~~Current Product~~

Our primary products will be mobile applications. We plan to develop internal mobile applications and also to acquire existing mobile applications (“apps”) that are complementary to our existing business and the breadth of our offerings. We intend to build a harmonious portfolio of apps that will service a wide range of industries and consumers.

Currently, we have no fully-developed revenue generating mobile applications. We currently have one application (Hotchek) in our portfolio. Hotchek is a multi-use customizable application designed to enable users to easily engage their network audience with the use of highly interactive polls and surveys.

Hotchek is currently in its second phase of the final stage of development. To date, we have paid Softaddicts $15,000 to help develop the Hotcheck application. Softaddicts is no longer being used for development of our software as the development team has changed as the project migrated into the second phase.

~~During the first phase of development~~Company owned the following ~~services were provided:~~

~~Application and form design;~~

~~Database design and architecture;~~

~~Programmatic code to connect the forms to the database; and~~

~~Compile iOS and Android applications.~~

~~There were no statements~~Universal Resource Locator(s) (URLs

-www.12retech.com

-www.12japan.jp

-www.12hongkong.com

-www.12europe.com

-www.12retail.com

-www.12sconti.com

-www.Emotionapparelinc.com

Other intellectual Property:

-Through the acquisition of ~~work in connection the above services.~~

Mr. Crespo oversaw the development work by Softaddicts, made modifications as needed and tested the source imagery and marketing content for the messaging. The services provided by Softaddicts and Mr. Crespo resulted in a working prototype of the application and information page about its functions. This information page is found at http://wwha.softaddicts.com/public-campaigns. Our sole officer and director loaned us $15,000 to pay Softaddicts under an 8% demand promissory note dated February 5, 2015. We no longer use the services of Softaddicts as their scope of work has concluded.

~~We have planned for three releases associated with the Hotchek app, with the following features and costs:~~

~~During Phase 1 we developed release one where approximately 70% of the prototype was completed.~~

~~Release two will require an additional $15,000 and take 30-60 additional days to complete.~~

Release three will be based on the feedback from customers using released versions of release one and two. The time period and budget is unknown until we receive feedback and have a better understanding of the amount of development work required.

~~We have completed release one and continue to work on release two of the Hotchek app and hope to have it ready for commercial sale during the 4~~^th ~~quarter of 2016.~~

~~We expect to complete releases one and two of the Hotchek app and have it ready for commercial sale by in 2016.~~

~~During the period from September to November, 2015,~~E-motion Apparel Inc. the Company ~~performed design and implementation of~~acquired the ~~Chrome extension, iOS, and Android Apps for Hotchek. A framework was completed~~rights to solidify short and long term goals of the product. Unit testing was also completed, and functionality of the extension was tested. Scalability of the projects have been considered during design of the applications.

During the period from December, 2015, to February, 2016, the UAT of the chrome extension was completed, and the product was tested across different versions, screen resolutions, and operating systems. Customer feedback was sought on the usability of the extension, and changes were made to incorporate customer suggestions. The application was made ready for live deployment. Work was completed on the coding of the mobile apps for Andriod and iOS. Unit testing of the mobile apps was completed during this period, involving testing on various versions of the operating systems and hardware.

~~Aside from our internal applications, we plan to acquire Apps that are currently in development,~~156 patterns as well as ~~apps that are ready~~the proprietary process for making the fashion clothing owned and marketed by the Company.

Future Intellectual Property Strategy

The Company intends to continue its development of its technologies and will continue to apply for patents for future product developments. The Company’s strategy is to protect the technologies with patents in Europe, U.S. and China. Following product development, each product, based on the technologies, will be ~~presented to the public. We plan to specialize~~further protected individually by new patent filings worldwide.

History & significant events:

- The Company was formed in ~~apps that are used to increase the customer connection, often with~~Nevada on September 8, 2014 as Devago Inc. as a ~~social aspect; enable self-service; and obtain better information on customer preferences.~~

~~Revenue Generation~~

We plan to derive revenue by way of the sale of our developed and acquired mobile applications as well as through advertisement integration. We plan to use advertising integration in the free versions of our mobile applications that are downloaded by consumers/end users. We will also look to generate revenue from clients by sale of premium subscription packages that offer greater levels of usage or access to advanced features within the application.

~~We are~~start-up company engaged in the ~~monetization~~creation of mobile ~~application~~ software applications or ~~“Apps” through four revenue generating platforms: (i) development~~“apps”.

- On March 30, 2017, the Company received an S-1 Notice of ~~customized Apps for third parties~~Effectiveness from the United States Securities and Exchange Commission (the “SEC”).

- On June 7, 2017, we entered into the Share Exchange Agreement with 12 Hong Kong Limited, a Hong Kong Special Administrative Region corporation, and the Shareholders of 12HK (the “12HK Shareholders”).

- On June 8, 2017, the Company filed with the State of Nevada Amended and Restated Articles of Incorporation, reflecting: (1) a change the Company’s name from Devago, Inc. to ~~monetize their particular intellectual property, persona or brand, (ii) incubation~~12 Retech Corporation; and, (2) an increase in the Company’s authorized shares of ~~Apps in partnership with third parties, (iii) sale~~Common Stock from 100,000,000 to 500,000,000, and decreases its authorized shares of ~~advertising~~undesignated Preferred Stock from 100,000,000 to 50,000,000.

- On June 21, 2017, the Financial Industry Regulatory Authority (“FINRA”) approved a six-for-one (6:1) forward split of the Company’s common stock. The Company also facilitated the cancellation of 19,800,000 pre-split shares of its restricted common stock and ~~sponsorship opportunities directly~~such stock was returned to ~~brands via mobile advertising networks and (iv)~~the Company’s treasury.

- On June 27, 2017 the Company completed the acquisition of ~~Apps from other developers and use~~12 Hong Kong, Ltd which became a wholly-owned subsidiary. Pursuant to the Share Exchange Agreement, the Company acquired Four Million (4,000,000) shares of ~~a proprietary application programming interface, or API, to make Apps recommendations for our user base.~~

~~Marketing~~

~~Awareness~~12HK representing 100% of the ~~services, competitive advantages~~issued and ~~revenue potential~~outstanding equity of 12HK from the 12HK Shareholders (the “12HK Shares”) in exchange for an aggregate of Fifty Five Million (55,000,000) shares of Company stock, consisting of: (i) Fifty Million (50,000,000) shares of common stock; and, (ii) Five Million (5,000,000) shares of Series A Preferred Stock.

- On June 27, 2017, as a result of closing the acquisition of 12HK, the Company was no longer a shell corporation as that ~~we are able~~term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

- On July 31, 2017, the Company acquired all of the outstanding equity of 12 Japan, Ltd., which became a wholly owned subsidiary. Pursuant to ~~provide through our mobile applications, is expected~~the Share Exchange Agreement, the Company acquired One Hundred One Thousand (101,000) shares of 12JP, representing 100% of the issued and outstanding equity of 12JP, from the 12JP shareholders in exchange for; i) Five Million (5,000,000) shares of its Common Stock; and, (ii) Five Hundred Thousand (500,000) shares of its Series A Preferred Stock. As required in the Share Exchange Agreement and concurrently with closing, the Company canceled five million (5,000,000) of its common stock and five hundred thousand (500,000) the Company’s Series A preferred stock beneficially owned by the Company’s majority stockholder, which were returned to the Company’s treasury.

- On September 13, 2017 the Company changed its fiscal year from November 30 to December 31.

- On September 27, 2017 the Company appointed Daniele Monteverde as the Chief Financial Officer (“CFO”) and director.

- On October 26, 2017, pursuant to the Share Exchange Agreement, the Company exchanged Three Million Eight Hundred Seven Thousand Nine Hundred Seventy-Six (3,807,976) of its common shares for One Thousand (1,000) of common shares of 12 Europe A.G., representing 100% of the issued and outstanding equity of 12EU, and 12EU became a wholly-owned subsidiary of the Company.

- On January 29, 2018, the Company designated three additional classes of Preferred Shares having the rights, preferences and privileges of each class of preferred stock as indicated; i) The Series B Preferred Stock, which will consist of 1,000,000 shares of Series B Preferred Stock, par value $0.00001 per share with each shares having a value of $1.00 when issued and convertible into common stock at a discount to be ~~delivered through~~agreed between the implementation of a number of marketing initiatives including search engine optimization, website completion, hosted video demonstrations, third party service contacts, product reviews, tradeshow attendance, as well as blogging and other forms of social media which are driven by technology and mobile flexibility. These effortsCompany and the ~~resulting awareness~~indicated shareholder, ii) Series C Preferred Stock, which will consist of two shares of Series C Preferred Stock, par value $0.00001 per share and each share shall each cast 1 billion votes for any matters requiring a vote of shareholders, and shall not be ~~key drivers behind~~convertible into common stock, and iii) Series D Preferred Stock, par value $0.00001 and shall be deemed Blank Check Preferred allowing the ~~success~~Board of ~~our revenue producing operations.~~

~~Company Website~~ – We believe that using the internet is a great marketing tool not only for providing information on our company, but also for providing current information on our upcoming apps as well as industry related information regarding new technology and device updates. We have developed our preliminary website, and are in the process of developing a more advanced site where we can provide more detailed information regarding our apps designs and features. We have not yet recognized revenues from the website nor is there any indication that we ever will recognize direct revenues from our website.

~~App Landing Page~~- Apart from the app page within the app store, a dedicated website for our application is necessary to harness the potential of search engines. Apart from the major ASO factors, search engines and SEO can also be used as a potential route to app discovery. If our app gathers enough traction and momentum, it will attract positive ratings and would rank better for a relevant search query in the app stores as well.

~~Integration into our clients’ existing advertising and marketing strategies~~-We will focus a significant portion of our marketing and public relations efforts towards soliciting corporations or organizations to use our Hotchek mobile application within their online advertising and marketing campaigns.

We anticipate expansive growth of our subscriber base as enlisted enterprises reach out to their customers or end users to download and use our mobile application as a means to completing their interactive survey or questionnaire. We will focus its sales and promotional efforts towards organizations that have a high business to consumer component and want to deliver their brand via the mobile application space but do so in a more cost effective and time efficient manner. Focused efforts will be placed on entities with large established contact lists that are seeking innovative ways to engage their customers or end users.

~~Our eventual aim is to have a large enough subscriber base to attract integrated advertising revenue from big brand companies.~~

~~Customers~~

~~We currently have no customers. We are focused on several commercial enterprise markets.~~

~~For commercial use of our applications, a typical prospective customer would include;~~

~~Travel Agencies~~

~~Model/Talent Agencies~~

~~Product retailer~~

~~Service providers~~

~~Bars & Restaurants~~

~~Film Industry~~

~~Auto Dealers~~

~~Music Industry~~

~~We plan to identify and address additional target categories and industries for our products based on market research and feedback from our customers.~~

~~Competition~~

~~The app development market is very competitive, with many companies developing apps worldwide.~~

There are many companies who compete directly with our products and services. These companies may already have an established market in our industry. Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours. Additionally, there are not significant barriers to entry in our industry and new companies may be created that will compete with us and other, more established companies who do not now directly compete with us, may choose to enter our markets and compete with us in the future.

The business in which we operate is highly competitive. Continued evolution in the industry, as well as technological advancements, is opening up the market to increased competition. Other key competitive factors include: industry consolidation; price; availability of financing; product and system performance; product quality, availability and warranty; the quality and availability of service; company reputation; and time-to-market.

~~Table of Contents~~

~~Intellectual Property, Proprietary Rights, Patents and Trademarks~~

~~We currently have no patents or trademarks on our brand name and have not and do not intend to seek protection for our brand name or our mobile applications~~Directors at this time; however, as business develops and operations continue, we may seek such protection. Despite efforts to protect our proprietary rights, such as our brand and service names, since we have no patent or trademark rights unauthorized persons may attempt to copy aspects of our business, including our web site design, services, product information and sales mechanics or to obtain and use information that we regards as proprietary. Any encroachment upon our proprietary information, including the unauthorized use of our brand name, the use of a similar name by a competing company or a lawsuit initiated against us for infringement upon another company's proprietary information or improper use of their trademark, may affect our ability to create brand name recognition, cause customer confusion and/or have a detrimental effect on our business. Litigation or proceedings before the U.S. or International Patent and Trademark Offices may be necessary in thesome future ~~to enforce our intellectual property rights, to protect our trade secrets and domain name and/or~~date to determine the ~~validity~~rights, privileges and ~~scope of~~preferences as they may deem appropriate.

- On January 29, 2018 and March 14, 2018, the ~~proprietary rights of others. Any such litigation or adverse proceeding could result in substantial costs~~Company sold 203,000 and ~~diversion of resources and could seriously harm our business operations and/or results of operations.~~

~~Government and Industry Regulation~~

~~We will~~63,000 Preferred Series B shares, respectively to Geneva Roth Remark Holdings, Inc., a New York corporation, for $1.00 per share. These shares may be ~~subject~~converted by the Holder at a 35% discount to ~~local and international laws and regulations that relate directly or indirectly to our operations. We will~~market after being held for six months under a discount formula. These shares also can be ~~subject to common business and tax rules and regulations pertaining to~~redeemed at the ~~operation of our business. We believe that the effects of existing or probable governmental regulations will be additional responsibilities of the management~~option of the Company at any time for a cash amount equal to ~~ensure~~the defined redemption percentage and carry a mandatory redemption by the Company of all previously unredeemed or unconverted shares fifteen months following the issuance date.

- On March 12, 2018, The Company, through its subsidiary 12 Retail, acquired 100% of the equity in E-motion Apparel, Inc, a California corporation, pursuant to a Share Exchange Agreement (see Section “Subsequent Events”), which itself owns four other microbrands that ~~we are~~target specify niche markets: Lexi-Luu Dancewear, Punkz Gear, Cleo VII and Skipjack Dive & Dance Wear. This company, now located in ~~compliance with securities regulations~~Salt Lake City, Utah, operates its own production and fulfillment facility that management believes can be utilized by all of the Company’s future microbrand acquisitions as ~~they apply~~a competitive advantage to ~~our products as well as ensuring that~~quickly produce, market, sell and deliver many smaller quantities of garments, keeping online sales channels fresh.

- On March 14, 2018, and upon the ~~company does not infringe on any proprietary rights~~written consent of ~~others with respect to its products. We will also need to maintain accurate financial records in order to remain complaint with securities regulations as well as any corporate tax liability we incur.~~

~~Employees and Employment Agreements~~

~~With~~ the majority of ~~our back office operational costs outsourced~~shareholder votes eligible to vote as of March 14, 2018, the Company increased its common authorized shares from 500 Million (500,000,000) shares to One Billion (1,000,000,000) shares of common stock.

- On March 16, 2018 the Company filed form 8A-12G announcing that the common stock of the Company as described on Form S-1/A, filed on February 10th, 2015 and ~~variable, we~~effective March 30, 2015 incorporated herein by reference are ~~able to maintain~~registered. Through this filing, the Company became a ~~small employee base focused on income producing activities. Currently, we have one employee, which is our sole officer and director.~~

~~We currently do not have any employment agreements~~Mandatory Filer with ~~our officers or directors.~~

the SEC.

~~Item~~ITEM 1A. ~~Risk Factors~~

~~See risk factors included~~RISK FACTORS

An investment in our ~~Registration Statement~~common stock involves a high degree of risk, and should not be made by anyone who cannot afford to lose their entire investment. You should consider carefully the risks set forth in this section, together with the other information contained in this report, before making a decision to invest in our common stock. Our business, operating results and financial condition could be seriously harmed and you could lose your entire investment if any of the following risks were to occur. This document is not intended to be an offer of any securities nor a solicitation of any offer to buy or sell.

Risks Related to Our Business

Until the acquisition of our microbrands, we are a company with limited operating history, little revenue and still have to rely on ~~Form S-1/~~our ability to raise capital to fund operations and there can be no assurance we will ever reach profitability or be able to continue to raise capital to fund operations.

The Company commenced limited operations in June of 2017, with the acquisition of 12 Hong Kong, Ltd. The Company then acquired 12 Japan, Ltd in August 2017 followed by 12 Europe A.G. in October 2017. 12 Japan, Ltd brought a small portion of revenue, insufficient to fund operations while 12 Europe A.G. brought no revenue but brought a base of operations whereby the Company was able to secure retail customers in Europe that may begin to provide significant revenue in May 2018. The microbrand acquisitions are too new to provide sufficient working capital to the Company. Therefore, we have limited operating history on which to make an investment decision. Accordingly, the Company has a limited operating history and the business strategy while promising may not be successful. Failure to implement the business strategy could materially adversely affect our business, financial condition and results of operations. Through December 31, 2017, the Company’s business has not shown a profit in operations and has generated little revenues. There can be no assurance we will achieve or attain profitability or be able to raise sufficient capital to stay in business. If we cannot achieve operating profitability or raise capital, we may not be able to meet our working capital requirements, which could have a material adverse effect on our business operating results and financial condition resulting in the loss of an investors’ entire investment in us.

We need substantial additional capital to grow and fund our present and planned business and business strategy. Until we have made significant microbrand acquisitions, the Company’s working capital may not be sufficient for our needs.

Our current and planned operations contemplate funding in the future. Failure to meet funding milestones may have a significant adverse effect on our growth and anticipated revenues and we may have to curtail our business strategy. If we receive less funding than planned, we will have to revise our business model and reduce proposed plans. Without significant funding, we will not be able to execute on our business operations and may be forced to cease operations. At this time, there can be no assurance we will be able to obtain the funding we need and even if we obtain such funding that it will be on terms and conditions favorable to us and our existing shareholders. Without funding we will not be able to proceed with planned operations or meet existing obligations.

Our independent registered public accounting firm’s report states that there is substantial doubt that we will be able to continue as a going concern. Our possible inability to stay in business could result in a total loss on investment by our shareholders.

Our accompanying financial statements have been prepared assuming that we will continue as a “going concern.” As discussed in Note 2 to the Company’s December 31, 2017 consolidated financial statements, we had little revenues, have minimal business operations, have recurring losses and have negative working capital and a stockholders’ deficit. These issues raise substantial doubt about our ability to continue as a “going concern.” Our ability to stay in business will, in part, depend on our ability to raise additional funding or continue to make microbrand acquisitions similar to the ones we have completed subsequent to year end. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.

We may experience service failures or interruptions due to defects in the software, infrastructure or processes that comprise our Apps and other software, any of which could adversely affect our business.

Our software may contain undetected defects in the software, infrastructure or processes. If these defects lead to failures in our Apps, we could experience delays or lost revenues during the period required to correct the cause of the defects. Furthermore, we cannot be certain that defects will not be found in new software or upgraded existing software or that service disruptions will not occur in the future, resulting in loss of, or delay in, market acceptance, which could have an adverse effect on our business, results of operations and financial condition.

If we do not successfully maintain the 12 Retech brand in our existing markets or successfully market the 12 Retech brand in new markets, our revenues and earnings could be materially and adversely affected.

We believe that developing, maintaining and enhancing the 12 Retech brand in a cost-effective manner is critical in expanding our customer base. Promotion of our brand will depend largely on continuing our sales and marketing efforts and providing high-quality products and App software to our customers. We cannot be assured that these efforts will be successful in marketing the 12 Retech brand. If we are unable to successfully promote our brand, or if we incur substantial expenses in attempting to do so, our revenues and earnings could be materially and adversely affected.

Our internal systems and operations are untested and may not be adequate and could adversely affect our ability to continue our planned business.

Our internal systems and operations are new and unproven at scale. On the technology portion of our business we have not demonstrated the ability to make the large-scale deployments necessary if a large retailer would indicate they wanted to fully implement our solutions. We may need to find an installation partner with the necessary experience to perform these large-scale installations. Our inability to scale or find that experienced partner or vendor could have a material adverse effect upon our business, results of operations and financial condition and could force us to halt our planned operations or continued expansion of those planned operations, causing us to lose any opportunity to gain significant anticipated market share in our industry. Our ability to compete effectively and to manage future growth will require us to continue to improve our operational systems, our organization and our financial and management controls, reporting systems and deployment procedures. We may fail to make these improvements effectively. Additionally, our efforts to make these improvements may divert the focus of our personnel and we may not be able to effectively continue our planned operations, which may materially and adversely affect our business, results of operations and financial condition.

Our inability to attract and maintain key personnel required to implement our business strategy could adversely affect our ability to continue our current and planned business resulting in slower growth.

While we have so far been able to attract high caliber people, we are competing with many other entities for these services some of whom are better funded then we are. We are trying to grow our effort to provide services and we are still hiring key positions and integrating personnel at all levels into a cohesive team. If executives or other new hires integrate poorly, perform badly, or do not have the anticipated experience or skill sets required, our current and planned business endeavors could be harmed. Planned personnel, management practices and controls may also prove to be inadequate to provide services, acquire customers and partners and operate the business, and any gaps or failures may have a material adverse effect on our business, financial condition and results of operations.

Increased competition may have an adverse effect on our ability to continue our current and planned business operations and result in our going out of business and may have a material adverse effect on our business, financial condition and results of operations.

We may see increased competition in our markets. On the technology side of our business many players are entering the market place including Hitachi, IBM, and others. While we believe that our solutions are better due to our experience as retailers our competitors are entrenched and very well-funded. The competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements and devote greater resources to develop, promote and sell their products or services. In addition, increased competition could result in reduced fees, reduced margins and loss of market share, any of which could harm our business. We cannot guarantee that we can compete successfully against current or future competitors, many of which have substantially more capital, existing brand recognition, resources and access to additional financing. All these competitive pressures may result in increased marketing costs, or loss of market share or otherwise may materially and adversely affect our business, results of operations and financial condition.

We may be unable to protect our patents, may be unable to patent future improvements and/or update our technology.

We use technology advancements of our own and from suppliers to provide more advanced services with more efficient economics for our customers. Technology advancement is very fast paced in today’s digital world and can lead to changing standards and new modes of providing services. The advancement of other technology not available to us or within our financial ability to adopt that may make our products or future products unsaleable. Keeping pace with the introduction of new standards, customer requirements or the advancement of other technology may make our products un-competitive or obsolete. The failure to keep pace with these changes and to continue to enhance and improve our products and features could harm our ability to attract and retain customers for our technology.

Risks related to the Retail Industry

The retail industry in general is changing. More people are shopping online and there is a general consolidation of major brands and a large number of well-known brands are stressed, including former industry giants like Sears, K-Mart and J.C. Penney. As of the writing of this filing Abercrombie & Fitch is closing 60 more stores, American Apparel has filed for Bankruptcy, BCBG closed 118 stores, Bebe has closed all their stores, Bon-ton has filed Chapter 11, HHGregg is closing 22 stores, the Limited has closed all of their stores, Sports Authority has closed, Toys R Us is liquidating all of their assets and closing all of their American stores, and many more are announcing closings or filing for bankruptcy. While this provides opportunity for new brands or microbrands, it also provides risk as many of our microbrands also sell to well-known retailers and any one of them may announce closings or even a Chapter 11 filing. Therefore, there is no guarantee that the changes sweeping the retail industry today may negatively affect our business. With a changing retail environment like we are in today there are no guarantees that management’s strategy will be successful. Further the creditworthiness of many of the retailers most needing our technology products may be suspect and we may be negatively impacted by adverse credit risks associated with our future best customers.

Our operating results may be substantially different than that which management projects. The creditworthiness of our customers, changes in the availability of capital due to a downturn in the economy undue regulation and legal uncertainties, all of which would increase our cash requirements which may materially and adversely affect our business, results of operations and financial condition.

Therefore, financial results could materially differ from that projected by management. Projections are less and less reliable the further out those projections are made based on all of the above reasons.

An increase in laws and regulations could contribute to a decline in the growth of the industry and could decrease demand for our products and services and increase our cost of doing business. Moreover, the applicability of existing laws is uncertain with regard to many issues. Our business, financial condition and results of operations could be seriously impaired by any new legislation or regulation. The application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations and to other services which may materially and adversely affect our business, results of operations and financial condition.

Planned acquisitions come with various risks, along with dilution to our shareholders, which could negatively affect our stock prices and may materially and adversely affect our business, results of operations and financial condition.

Acquisitions, mergers, and joint ventures entered into by us may have an adverse effect on our business. We expect to engage in acquisitions, mergers, or joint ventures as part of our long-term business strategy. These transactions involve significant challenges and risks including that the transaction does not advance our business strategy, that we do not realize a satisfactory return on our investment, or that we experience difficulty in the integration of new assets, employees, business systems, and technology, or diversion of management’s attention from our other businesses. These events may materially and adversely affect our business, results of operations and financial condition.

Risks related to the competition of our current and future microbrands acquired or to be acquired by our subsidiary, 12 Retail Corporation.

Our current and planned microbrand acquisitions are in the highly competitive fashion industry. Many of those acquisitions will compete directly with better funded and better-known brands. While Management believes that it can compete directly with these larger brands, gambling on the public’s changing attitudes towards “looking the same as everyone else” and wanting individuality and on the Company’s proprietary technology to provide positive results there are no guarantees that the Company will be able to compete effectively.

The current and future state of the economy may materially and adversely affect our business, results of operations and financial condition.

Our business may be adversely affected by changes in domestic economic conditions, including inflation or deflation, changes in consumer preferences, changes in consumer spending rates, personal bankruptcy and the ability to collect our customer accounts. Changes in economic conditions may adversely affect the demand for our products and make it more difficult to collect customer accounts, thereby negatively affecting our business, operating results and financial condition. The recent disruptions in credit and other financial markets and deterioration of national and global economic conditions could, among other things, impair the financial condition of some of our customers and suppliers, thereby increasing customer bad debts or non-performance by suppliers. If we experience bad debts or slow paying customers in significant quantities, our cash flow will be limited and our ability to pay our own obligations will be questionable. As a small business these issues will affect us more than our larger competitors putting financial strain on our business and threatening our survival particularly since we have limited capital to rely on to overcome cash flow issues of slow paying customers. If our customers are unable to pay or pay slowly it may materially and adversely affect our business, results of operations and financial condition.

Future stock issuances could severely dilute our current shareholders’ interests.

Our Board of Directors has the authority to issue up to 1,000,000,000 authorized shares of our common stock or stock warrants and options to acquire such common stock. Our Board of Directors has the authority to issue up to 50,000,000 shares of preferred shares that have various rights of conversion to common stock. Refer to Description of Registrant’s Securities below for full details of Series A, Series B, Series C, and Series D Preferred Shares. The future issuance of common stock may result in dilution in the percentage of our common stock held by our existing stockholders. Also, any stock we sell in the future may be valued on an arbitrary basis by us and the issuance of shares of common stock for ~~March 17, 2015.~~

future services, acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our existing stockholders.

We do not expect to pay dividends on our common shares in the near future.

We do not expect to declare or pay any dividends on our common stock in the foreseeable future. The declaration and payment in the future of any cash or stock dividends on the common stock will be at the discretion of our Board of Directors and will depend upon a variety of factors, including our ability to service our outstanding indebtedness, if any, and to pay dividends on securities ranking senior to the common stock, our future earnings, if any, capital requirements, financial condition and such other factors as our Board of Directors may consider to be relevant from time to time. Our earnings, if any, are expected to be retained for use in expanding our business.

Risks Related to Our Common Stock

Our common stock is classified as a “penny stock” under SEC Rules and Regulations, which means there is a very limited trading market for our shares.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a511 of the SEC. Penny stocks are stocks (i) with a price of less than five dollars per share; (ii) that are not traded on a “recognized” national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stocks must still meet requirement (i) above); or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years); or $5,000,000 (if in continuous operation for less than three years); or with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Exchange Act and Rule 15g2 of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be “penny stock.”

Moreover, Rule 15g9 of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to (i) obtain from the investor information concerning his, her or its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor, and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our common stock to resell their shares to third parties or to otherwise dispose of such shares.

Due to the substantial instability in our common stock price, you may not be able to sell your shares at a profit or at all, and as a result, any investment in our shares could be totally lost.

The public market for our common stock is very limited. As with the market for many other small companies, any market price for our shares is likely to continue to be very volatile. Our common stock has very limited volume and as a “penny stock,” many brokers will not trade in our stock limiting our stocks’ liquidity. As such it may be difficult to sell shares of our common stock.

Our common stock has a limited trading history, and it will be difficult to determine any market trends or prices for our shares and additional shares that become available under Rule 144 could cause the price of our stock to decrease.

Our common stock currently is quoted on the OTC Pink Sheets under the symbol “RETC”. However, with very little trading history, a trading market that does not represent an “established trading market”, volatility in the bid and asked prices and the fact that our common stock is very thinly traded, you could lose all or a substantial portion of your funds if you make an investment in us. Additionally, as more shares become available for resale, it is likely there will be negative pressures on our stock price. The sale or potential sale of shares of our common stock that may become publicly tradable under Rule 144 in the future may have a severe adverse impact on any market that develops for our common stock, and you may lose your entire investment or be unable to resell any shares in us that you purchase.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company has received no comments, or requests from the United States Securities and Exchange commission and consequently there are no unresolved outstanding “staff” requests.

~~Item~~ITEM 2. ~~Properties~~

~~Currently, we do not own any real estate. We are leasing our corporate offices, which are located at Calle Dr. Heriberto Nunez #11A, Edificio Apt. 104, Dominican Republic. Mr. Jose,~~ PROPERTIES

~~supplies this~~-12HK-Rent virtual office space on a ~~rent-free basis.~~ yearly lease ending October 1,2018 for an annual cost of $2,310 is located at Unit 1104, 11/F Crawford House 70 Queens Road Central, Hong Kong.~~We do not expect this arrangement~~

-12JP-The Company leases a small office/showroom of 285.89 square foot at Maison de Ohashi Hanegi, Suite 203 with address at Hanegi 2-41-1, Setagaya-ku, Tokyo 156-0042, The 2-year lease began May 16, 2016 and will automatically renew on May 15, 2018. The monthly rent including administrative fee is $715.00 per month and the Company paid a security deposit of $700.00.

-12EU-Rents meeting and office space by the day on an as needed basis at a cost determined by the space needed

-12 Retail-Has office space at 7135 E. Camelback Road Suite 230 Scottsdale Arizona 85251 where the Company has access to ~~be changed during the next 12 months.~~

conference rooms on an as needed basis for a fee.

-E-motion Apparel, Inc, Effective April 1, 2018 E-motion Apparel, Inc has leased 6,450 square feet of warehouse, offices and production facilities at 2900 South West Temple in Salt Lake City, Utah USA. The monthly rent is $4,000 and is a triple net 3-year lease with 3% annual escalator clauses.

-12 Retech-Leases under 200 square feet of office space at 420 Lexington Avenue Suite 300 New York City, N.Y. 10170 USA for a monthly fee of $2,095. The Lease provides conference room space on an hourly fee basis and is month to month.

~~Item~~ITEM 3. ~~Legal Proceedings~~

~~We are~~LEGAL PROCEEDINGS

The Company is presently not a party to any ~~pending~~ legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

proceedings.

~~Item 4.~~ ~~Mine Safety Disclosures~~

~~Not applicable.~~

~~Table of Contents~~

PART II

Item 5. Market ~~for Registrant’s Common Equity and Related Stockholder Matters~~ Information~~and Issuer Purchases of Equity Securities~~

~~Market Information~~

Our common stock ~~is quoted~~was traded under our former name DEVAGO, INC. on the over-the-counter pink market from December 30, 2014 to June 8, 2017 under the symbol “DVGG”. Effective June 8, 2017 the Company changed its name to 12 RETECH CORPORATION and effective on or around June 8, 2017 the ~~OTCPink operated by~~quotation symbol was changed to “RETC” where our stock traded on OTC ~~Markets Group, Inc.~~

~~There is currently no active trading market for our securities. There is no assurance that~~MARKET's over-the-counter pink sheet market. On March 16, 2018, the Company filed Form 8A-12G and became a ~~regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.~~

mandatory filer with the United States Securities and Exchange Commission. The following table sets forth the ~~range of~~ high and low bid ~~quotations~~prices for our common stock ~~for each~~on the over-the-counter pink market from January 1, 2017 to December 31, 2017. The source of ~~the periods indicated as reported by the OTCPink. These~~these quotations ~~reflect~~is www.OTCMarkets.com quarterly market summary. The bid prices are inter-dealer prices, without retail ~~mark-up, mark-down~~markup, markdown or commission, and may not ~~necessarily represent~~reflect actual transactions.

~~Fiscal Year Ending November 30, 2015~~
~~Quarter Ended~~		~~High $~~		~~Low $~~
	~~November 30, 2015~~		~~N/A~~		~~N/A~~
	~~August 31, 2015~~		~~N/A~~		~~N/A~~
	~~May 31, 2015~~		~~N/A~~		~~N/A~~
	~~February 28, 2015~~		~~N/A~~		~~N/A~~

~~Penny~~

Quarter Ending	High Bid		Low Bid
December 31, 2017		0.29		0.07
September 30, 2017		2.61		0.02
June 30, 2017(1)		1.20		0.30
March 31, 2017		0.30		0.30

(1) On June 22, 2017, the Company effected its 6:1 forward split. On the days immediately following the split, the bid ranged from $250 - $500, but since no shares traded, we took the highest bid during the quarter when shares actually traded.

Holders of Common Stock

As of March 29, 2018 the closing price for the Company’s common stock on OTC Markets was $0.085 per share. We had 703 stockholders of record of the 82,200,000 shares outstanding.

Dividends

The ~~Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price~~payment of ~~less than $5.00, other than securities registered on certain national securities exchanges or quoted~~dividends on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stockCompany’s Common Stock is subject to the ~~penny stock rules, stockholders may have difficulty selling those securities.~~

~~Table of Contents~~

~~Holders of Our Common Stock~~

~~As of June 1, 2016, we had 33 holders of record of our common stock.~~

~~The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders~~discretion of the ~~common stock have no preemptive rights~~Company’s Board of Directors and ~~no right to convert their common stock into any~~will depend, among other ~~securities. There are no redemption or sinking fund provisions applicable to the common stock.~~

~~Dividends~~

~~There are no restrictions in~~things, upon our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

	1.	~~we would not be able to pay our debts as they become due in the usual course of business, or;~~
	2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid nor declared any dividends on our common stock since our inception and, weby reason of our present financial status and our contemplated financial requirements do not ~~plan to declare~~anticipate paying any dividends in the foreseeable future.

~~Recent Sales of Unregistered Securities~~

We intend to reinvest any earnings in the development and ~~Use of Proceeds~~

~~On September 8, 2014, we issued 20,000,000 shares~~expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

	●	our financial condition;
	●	earnings;
	●	need for funds;
	●	capital requirements;
	●	prior claims of preferred stock to the extent issued and outstanding; and
	●	other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock ~~to our officer and director at $0.001 for $20,000.~~

On March 30, 2015, our registration statement on Form S-1 (File No. 333-201319) was declared effective by the Securities and Exchange Commission for our initial public offering pursuant to which we sold an aggregate of 4,082,004 shares of our common stock at $0.007 per share for a total of $28,574. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus filed with the Securities and Exchange Commission on March 17, 2015 pursuant to Rule 424(b).

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Regulation S promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted

~~Securities Authorized for Issuance under Equity Compensation Plans~~

~~We have no equity compensation plans.~~

will ever be paid.

~~Item~~ITEM 6. ~~Selected Financial Data~~

ASELECT FINANCIAL DATA

As a smaller reporting company, iswe are not required to provide the information required by this ~~Item.~~

item. The reader is cautioned to carefully read section 7 Management’s Discussion & Analysis, as well as the financial statements included in this report.

~~Item~~ITEM 7. ~~Management’s Discussion~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

The following discussion and ~~Analysis~~analysis of ~~Financial Condition~~our financial condition and ~~Results~~results of ~~Operations~~

~~Forward-Looking Statements~~

~~Certain~~operations should be read in conjunction with our consolidated financial statements ~~other than purely historical information, including estimates, projections, statements relating~~and related notes included elsewhere in this annual report. References in the following discussion and throughout this annual report to ~~our business plans, objectives,~~“we”, “our”, “us”, “12 ReTech Corporation”, “12 ReTech”, “RETC”, “the Company”, and ~~expected operating results, and~~similar terms refer to, 12 ReTech Corporation. unless otherwise expressly stated or the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Thesecontext otherwise requires. This discussion contains forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that ~~are subject to~~involve risks and ~~uncertainties which may cause~~uncertainties. 12 ReTech Corporation actual results tocould differ materially from ~~the forward-looking statements. Our ability~~those discussed below. Factors that could cause or contribute to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basissuch differences include, but are not limited ~~to: changes~~to, those identified below, and those discussed in ~~economic conditions, legislative/regulatory changes, availability~~the section titled “Risk Factors” included elsewhere in this filing.

At our core, 12 ReTech Corporation is a software company whose technology allows retailers to combat the dual threats of Walmart and Amazon — both online and in physical stores. Our microbrand rollup acquisition strategy allows us to demonstrate the effectiveness of our software, devise and test new products, while providing shareholder value through immediate revenue and earnings growth. The Company operates through our subsidiaries on three continents: 12 Hong Kong, Ltd. and 12 Japan, Ltd., 12 Europe A.G., 12 Retail Corporation (and subsidiary in North America, E-motion Apparel Inc).

The Company’s business strategy is twofold. First, we design, sell and implement software that helps retailers to improve their physical store and online sales operations. We believe that the current slump of the global retail industry will not last forever. We believe that leading retailers, will emerge as industry leaders because they have adapted to the evolving needs of their customers. 12 ReTech owns and licenses several technologies that will be useful to the retailer who is looking to survive the current business environment and even allow these new leaders to thrive in their businesses.

Second, we plan to acquire multiple consumer products microbrands in an effort to take advantage of the current slump in the global retail industry. We will use our technology, our management and operational expertise and working capital ~~interest rates, competition,~~to improve the microbrands that we acquire and ~~generally accepted accounting principles. These risks~~will demonstrate to the investor community as well as the retail industry that our technology and ~~uncertainties should~~expertise can create significant uplifted revenue and profit results for our retailer clients. By improving our microbrands and expanding their brand awareness and their operations, we hope to create additional value for 12 ReTech’s investors. By using the Company’s technology to improve the Company’s microbrands, the technology which is licensed to retailer customers will also become more effective for and attractive to outside retailer customers.

12 ReTech Corporation is a holding company that operates through its subsidiaries:

●

12 Hong Kong, Ltd. – The technology development arm of the Company which develops and deploys the various technology offerings that the Company sells and/or licenses to their merchant customers.

	●	12 Japan, Ltd. – The Asia located sales organization responsible for recruiting customers in the Asia countries of their territory.
	●	12 Europe, A.G. – The Europe located sales organization responsible for recruiting customers in the European countries of their territory
	●	12 Retail Corporation – The USA based organization which will hold and operate the acquired consumer product brand subsidiaries that result from the Company’s microbrand rollup strategy.
	●	E-motion Apparel, Inc. – The Company’s first microbrand acquisition which was acquired as a subsequent event and as a subsidiary of 12 Retail Corporation. They own the brands, Lexi-Luu, Emotion Apparel, Punks Gear, Skipjack Dive and Dancewear and Cleo VII.

There is no assurance that the Company will be ~~considered in evaluating forward-looking statements and undue reliance should~~able to obtain cash flow from operations or obtain additional financing. If sources of working capital are not available to the Company, the Company may not be ~~placed on~~able to continue operations. While management remains hopeful that one or more acquisition transactions will proceed, no assurances can be expressed as to the Company’s continuing viability in the absence of revenues. Current funding has come from equity investments. Management views certain debt which due to its convertible nature essentially takes the form of a “PIPE” placement (“PrivateInvestment in aPublicEntity”) as equity (“debt-equity”) as well as certain preferred share investments as equity and the Company is currently in negotiations with several investment sources for additional equity investment in the Company, which if successful, will satisfy long-term operations and capital expenditures (See Subsequent Events in the footnotes). There are no guarantees that such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affectnegotiations will be successful.

YEAR ENDED December 31, 2017 COMPARED TO THE YEAR ENDED December 31, 2016

Amounts reflected in our financial ~~results, is included herein and in our other filings with the SEC.~~

~~Plan of Operation~~

We anticipate that we will meet our ongoing cash requirements through equity or debt financing. We estimate that our expenses over the next 12 months will be approximately $105,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.

~~Description~~	~~Estimated Completion Date~~	~~Estimated Expenses~~ ~~($)~~
~~Offering expenses~~	~~Current~~	~~$20,000~~
~~Legal and accounting fees~~	~~12 months~~	~~$25,000~~
~~Product Development~~	~~12 months~~	~~$25,000~~
~~Website Development~~	~~12 months~~	~~$10,000~~
~~Sales and Marketing~~	~~12 months~~	~~$25,000~~
~~Working Capital~~	~~12 months~~	~~$20,000~~
~~Total~~		~~$105,000~~

~~We recently closed our public offering by issuing a total of 4,082,004 shares of our~~statements are accounted for under common stock at $0.007 per share for a total of $28,574. We were not able to raise the full $105,000 from our offering. We will scale back our business development in line with the available capital. Our primary priority will be to retain our reporting status with the SEC, which we have sufficient capital to cover at this time. We are currently looking to secure additional financing to focus on the development of our website, product development and sales and marketing activities.

~~Results of Operations for the Year Ended November 30, 2015~~

~~The following analysis of our operating results does not contain a comparison of~~control accounting (see footnotes).

During the year ended ~~November 30, 2015 with~~December 31, 2017, we incurred a ~~full year ending November 30, 2014. We were formed on September 8, 2014 and do not have~~net loss of $1,418,755 compared to a ~~full year~~net loss of ~~operating history in the November 30, 2014 fiscal year to compare with the fiscal year ended November 30, 2015.~~

~~Revenues~~

~~Our total revenue reported~~$181,040 for the year ended ~~November 30, 2015 was $0. We do not anticipate earning significant revenues until such time that we have fully developed~~December 31, 2016. The increase in our ~~applications and have them commercially ready for sale.~~

~~Operating Expenses~~

Operating expenses were $41,303 for the year ended November 30, 2015, compared to $5,000 for the period from September 8, 2014 (inception) to November 30, 2014. Our operating expenses for the year ended November 30, 2015 consisted of professional fees of $38,345, general and administration fees of $1,205, and depreciation of $1,755. For the period ending November 30, 2014, all expenses related to general and administrative.

~~We anticipate our operating expenses will increase as we implement our business plan.~~

~~Net Loss~~

~~Our~~ net loss for the year ended ~~November 30, 2015~~December 31, 2017 over the comparable period of the prior year is primarily due to $587,969 of expenses associated with the raising of capital and investor relations in 2017 whereas there were no capital raising activities and no investor relations activities in 2016. On June 27, 2017 the Company acquired 12 Hong Kong, Ltd which is accounted for as a reverse merger such that the financials of the Company are those of the acquired entity which as a result of this transaction became the public entity. As such, the Company did not have significant public company expenses and working capital raising expenses prior to that date. Of the $587,969 of expenses associated with capital raising and investor relations, $474,000 were non-cash expenses paid to various consultants and advisors with the Company’s stock which further aligned them to the goals of the Company as opposed to having paid their fees in cash. The Company also paid cash compensation of $113,969 as part of the expenses associated to obtaining working capital during the course of 2017.

In order to execute the Company’s business plan post reverse merger in 2017 the management and employee compensation costs were higher by $124,077 as a result of management and employee hires who were brought in to pursue the Company’s business plan. Legal and consulting fees related to the costs of being a publicly listed company have risen by $351,084. The remaining $174,586 increase in net loss in 2017 was ~~$42,481,~~due to an increase in travel expenses, rent, and office expenses of the new acquisitions as management, employees and advisors continued to pursue the business plan of the Company in 2017.

In addition, foreign currency exchange translations created an “Other Comprehensive Income (Loss)” expense of $18,605 in 2017 which were behind the “Comprehensive Loss” of $1,437,630 over and above the “Net Loss” of $1,418,755 for the ~~period ending November 30, 2014 was $5,000.~~

year ended December 31, 2017.

The Company is expending working capital to further their business plan. This includes the further development, refinement and improvement of their software technology that is currently in operation in Tokyo, Japan at ITOYA, Ltd., but needs to be adapted to various European languages and geography as well as North American languages and geography. The Company is also expending working capital on the development of new technology which is designed to further enhance the attractiveness of their offerings to their target customer base. Finally, to a lesser extent, the Company is increasing their sales and marketing activities in an effort to recruit customers, recruit potential consumer product brands for acquisition and recruit related technologies for acquisition.

A portion of the Company’s expenses are related to the costs associated with the pending acquisitions that have been announced and are in various stages of completion.

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of debt-equity and preferred stock. Management views the working capital that is raised through debt-equity or preferred equity offerings as being equivalent to raising working capital via common equity subscriptions, but with the added bonus of allowing the common equity value to rise through the passage of time and simultaneous achievement of the Company’s business goals. Any conversion of debt into equity could occur at a higher equity valuation then the Company currently has. The Company has reserved the right to repurchase these debt-equity interests and preferred stock at a predetermined premium should management determine that this is in the best interests of shareholders at an appropriate future point in time.

Operating expenses for the Company have been paid from revenue as well as from the issuance of debt-equity and preferred stock subscriptions. At December 31, 2017, the Company had a deficit in working capital (current liabilities in excess of current assets) of $1,064,961. A portion of this working capital deficit has been financed loans from stockholders. As of ~~November 30, 2015,~~December 31, 2017, amounts owed to stockholders totaled $669,126. The working capital deficit at December 31, 2016 was $308,458. The increase in working capital deficit when compared to December 31, 2016 was principally due to an increase in notes payable (“debt-equity”) due to unrelated parties, amounts owed to stockholders and to a lesser extent, increase in accounts payable.

Since inception, we ~~had total current assets~~have financed our cash flow requirements through the issuance of ~~$4,914, consisting~~debt-equity and preferred stock. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending generation of significant revenues. Additionally, we anticipate obtaining additional financing to fund operations through debt-equity and preferred stock offerings to the extent available or to obtain additional financing to the extent necessary to augment our working capital. Management believes that our roll-up acquisition strategy if successful would provide significant revenues, potential profits as well as access to traditional bank and asset-based credit lines. In addition, management believes that existing shareholders, lenders and prospective new investors will provide the additional cash needed to meet our obligations as they become due. The Company has negotiated a $1 million debt-equity facility with an institutional investor of ~~$4,914, and total assets~~which only $250 thousand has been funded to the Company. As a subsequent event, the Company has also been funded in the amount of ~~$18,159. Our~~$266 thousand in 2 tranches of preferred series B equity which provides for a nominal dividend rate of 12% and the ability of the debt holder to convert their preferred stock into common stock at a conversion price that is a 35% discount to market. That institutional investor has indicated a willingness to provide additional funds under the same formula up to $1 million dollars (which is the total amount of the Series B Preferred Shares that are designated. As an additional subsequent event, the Company on April 12, 2018 engaged with Tellson Securities, Inc. (F/K/A 41 North Securities), a licensed investment bank to raise $5 million in additional preferred equity for the Company’s operations and provide the working capital to improve the operations of future acquisitions, once they are transacted. Tellson Securities, Inc. has also indicated it would like to assist the Company to up-list at the appropriate time to a recognized exchange which management believes would make it easier for the Company to raise additional capital at even more attractive rates.

In the future we will need to generate sufficient revenues from operations in order to eliminate or reduce the need to sell additional stock or obtain additional loans. However, there can be no assurance we will be successful in raising the necessary funds to execute our high growth business plan.

At December 31, 2017, the Cash and Cash Equivalents balance was $100,264 which is $45,620 more than the balance of the prior year. The primary reason for the increase was the successful Debt-Equity raises transacted by the Company during the year.

During the twelve months ended December 31, 2017, the current liabilities ~~as of November 30, 2015 were $17,225. We had~~increased by $760,872 when compared to December 31, 2016. The primary reason for the increase was the increase in notes payable (“debt-equity”) due to unrelated parties, amounts due to stockholders and to a lesser extent, increase in accounts payable. As discussed earlier, it is likely that the Company will need to obtain additional working capital ~~deficiency of $12,311 as of November 30, 2015, compared~~through debt-equity and preferred stock capital raises until the Company can generate sufficiently profitable revenues to ~~positive working capital of $15,000 at November 30, 2014.~~

~~Operating Activities~~

~~For~~sustain the ~~year ended November 30, 2015, Operating activities used $39,270 in cash. Our net loss of $42,481was~~cash burn rate that the ~~main component of our negative operating cash flow.~~

~~For the period ended November 30, 2015, Operating activities used $5,000 of cash, all related to the net loss of $5,000.~~

~~Investing Activities~~

~~Cash flows used by investing activities during the year ended November 30, 2015 was $15,000 as a result of the purchase of fixed and intangible assets.~~

~~There was no cash used in investing activities for the period ended November 30, 2014.~~

~~Financing Activities~~

Cash flows provided by financing activities during the year ended November 30, 2015 amounted to $44,184 and consisted of $28,184 in proceeds from our private offering of common stock, and $16,000 provided by a related party.

~~Based upon our current financial condition, we do not have sufficient cash to operate~~Company’s business plan calls for.

As our business ~~at the current level~~plan calls for high growth we anticipate that we may continue to incur operating losses during the next twelve months. ~~We intend~~The Company’s lack of operating history makes predictions of future operating results difficult to ~~fund operations through increased sales~~ascertain. Our prospects must be considered in light of the risks, expenses and ~~debt and/or equity financing arrangements,~~difficulties frequently encountered by companies at our stage, particularly companies in new and rapidly evolving markets. Our roll up acquisition strategy seeks to mitigate some of those risks but until more acquisitions can be completed we cannot include their results in our projection of cash needs. As a subsequent event, we acquired our first micro brand with the acquisition of E-motion Apparel, Inc, on March 12, 2018, which may ~~be insufficient~~contribute as much as $1.4 million in revenue and $300,000 in EBITDA in the first twelve months of operations after acquisition. Management believes that this acquisition proves the viability of our accretive share exchange acquisition model and anticipates the ability to ~~fund expenditures or~~announce future acquisitions throughout 2018.

Risks include, but are not limited to, an evolving and unpredictable business model and the management of growth and the consummation and assimilation of multiple acquisitions. These factors raise substantial doubt about our ability to continue as a going concern. To address these risks, we must, among other ~~cash requirements. We plan~~things, increase our customer base, implement and successfully execute our business and marketing strategy, respond to ~~seek additional financing in a private equity offering to secure funding for operations.~~competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in ~~raising additional funding.~~addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. Since we have not generated significant revenue, we have negative cash flows from operations, and negative working capital we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our consolidated financial statements for the year ended December 31, 2017. Our total accumulated deficit at December 31, 2017 was $2,413,739.

These consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. If we are unable to obtain additional financing we may cease operations and not be able to ~~secure additional funding,~~execute on operating plans. Accordingly, these consolidated financial statements do not include any adjustments related to the ~~implementation~~recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Elected Mandatory Filer Status

As a subsequent event, the Company filed Form 8A-12G with the Securities and Exchange Commission on March 16, 2018 and therefore became a mandatory filer with the Securities and Exchange Commission.

Critical Accounting Policies and Estimates

The preparation of our ~~business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.~~

~~Recently Issued Accounting Pronouncements~~

~~We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.~~

~~Critical Accounting Policies~~

~~Use of Estimates~~

~~The preparation of~~consolidated financial statements in conformity with accounting principles generally accepted in the United States ~~generally accepted accounting principles~~ requires ~~management~~us to make estimates and ~~assumptions~~judgments that affect ~~the~~our reported ~~amounts of~~ assets, ~~and~~ liabilities, and expenses and the disclosure of contingent assets and ~~liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.~~liabilities. We ~~regularly evaluate estimates and~~use assumptions ~~related to deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors~~ that we believe to be reasonable under the ~~circumstances,~~circumstances. Future events, however, may differ markedly from our current expectations and assumptions. We believe there have been no significant changes in accounting policies during the year ended December 31, 2017. See Note 3 to the consolidated statements in this Annual Report for a complete discussion of our significant accounting policies and estimates.

Recently Issued Accounting Standards

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of ~~which form~~operation, financial position or cash flows. Based on that review, the ~~basis~~Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements. See Note 3 to the consolidated statements in this Annual Report for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Revenue Recognition~~

~~Revenue from the sale of goods is recognized when the following conditions are satisfied:~~

~~We have transferred to the buyer the significant risks and rewards of ownership of the goods;~~

~~We retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;~~

~~The amount of revenue can be measured reliably;~~

~~It is probable that the economic benefits associated with the transaction will flow to the entity; and~~

~~The costs incurred or to be incurred in respect of the transaction can be measured reliably.~~

~~Off Balance Sheet Arrangements~~

~~As of November 30, 2015, there were no off balance sheet arrangements.~~

~~Emerging Growth Company~~

~~We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act. We will continue to be an emerging growth company until: (i) the last day~~a complete discussion of our fiscal year during which we had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2 of the Exchange Act.

~~As an emerging growth company, we are exempt from:~~

~~Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;~~

The requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange Commission (the “Commission” or “SEC”), certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;

~~Compliance with new or revised accounting standards until those standards are applicable to private companies;~~

~~The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002 to provide auditor attestation of our internal controls and procedures; and~~

Any Public Company Accounting Oversight Board (“PCAOB”) rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.

~~We have elected to use the extended transition period for complying with new or revised~~significant accounting ~~standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act.~~

We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.

policies and estimates.

~~Item~~ITEM 7A. ~~Quantitative and Qualitative Disclosures About Market Risk~~

AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item in not applicable as we are currently considered a smaller reporting ~~company is not required to provide the information required by this Item.~~

company.

~~Item~~ITEM 8. ~~Financial Statements and Supplementary Data~~

~~Index to Financial Statements Required by Article 8 of Regulation S-X:~~

~~Audited Financial Statements:~~

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

12 RETECH CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

~~F-1~~	Page
Report of Independent Registered Public Accounting Firm	F-1
~~F-2~~	~~Balance Sheets as of November 30, 2015 and November 30, 2014;~~
~~F-3~~Consolidated Balance Sheets	F-2

Consolidated Statements of Operations ~~for the year ended November 30, 2015~~ and ~~the period September 8, 2014 (Inception) to November 30, 2014;~~Comprehensive Loss	F-3
~~F-4~~
Consolidated Statement of Changes in Stockholders’ Deficit	F-4
~~F-5~~
Consolidated Statements of Cash Flows ~~for the year ended November 30, 2015 and the period September 4, 2014 (Inception) to November 30, 2014;~~	F-5
~~F-6~~
Notes to the Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders ~~Devago, Inc.~~

12 Retech Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~Devago, Inc~~.12 Retech Corporation and subsidiaries (the “Company”) as of ~~November 30, 2015~~December 31, 2017 and ~~2014~~2016, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ ~~equity,~~deficit and cash flows for the ~~year~~years then ended, ~~November 30,2015~~ and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the ~~period September 8, 2014 (Inception) to November 30, 2014. Devago, Inc.’s management is responsible~~years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for ~~these~~Opinion

These financial ~~statements.~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The ~~company~~Company is not required to, ~~have,~~ nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our audit included consideration~~As part of our audits, we are required to obtain an understanding of internal control over financial reporting, ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the ~~company’s~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. ~~An audit also includes~~

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion, the~~

Going Concern

The accompanying financial statements ~~referred to above present fairly,~~have been prepared assuming that the Company will continue as a going concern. As disclosed in all material respects, the financial position of Devago, Inc. as of November 30, 2015 and 2014, the results of their operations, and their cash flows, for the year ended November 30, 2015 and for the period September 8, 2014 (Inception) to November 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

~~As discussed in Note 1 to~~ the financial statements, the Company has suffered ~~recurring~~substantial net losses, ~~since inception~~has not generated significant revenue from its operations, and will require additional funds to maintain operations, all of which ~~raises~~raise substantial doubt about ~~its~~the Company’s ability to continue as a going concern. ~~Management's~~Management’s plans ~~in regard to~~regarding these matters are ~~also described~~disclosed in Note 1.2. The financial statements do not include any adjustments ~~relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities~~ that might result ~~should~~from the ~~Company be unable to continue~~outcome of this uncertainty.

/s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C.

We have served as ~~a going concern.~~

the Company’s auditors since 2018.

New York, New York

April 16, 2018

F-1

~~/s/ KLJ & Associates, LLP~~

~~KLJ & Associates, LLP~~

~~Edina, MN~~

~~June 30, 2016~~

~~F-1~~12 RETECH CORPORATION

~~Table of Contents~~

~~DEVAGO INC.~~

Consolidated Balance Sheets

November 30, November 30,
2015 2014
ASSETS
Current Assets
Cash and cash equivalents $ 4,914 $ 15,000
Total Current Assets 4,914 15,000

Property and equipment, net of accumulated
depreciation of $1,755 and $0, respectively 13,245 -
TOTAL ASSETS $ 18,159 $ 15,000

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $ 248 $ -
Accrued expenses 977 -
Due to related party 16,000 -
Total Current Liabilities 17,225 -

TOTAL LIABILITIES 17,225 -

Stockholder's Equity
Preferred stock: 100,000,000 authorized; $0.00001 par value
No shares issued and outstanding - -
Common stock: 100,000,000 authorized; $0.00001 par value
24,082,004 and 20,000,000 shares issued and outstanding, respectively 241 200
Additional paid in capital 48,174 19,800
Accumulated deficit (47,481 ) (5,000 )
Total Stockholder's Equity 934 15,000

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 18,159 $ 15,000

	December 31, 2017			December 31, 2016
ASSETS
Current Assets:
Cash and cash equivalents	$	100,264		$	54,644
Accounts receivable		2,884			12,074
Inventory		-			46,444
Prepaid expenses and other current assets		15,168			785
Total Current Assets		118,316			113,947

Fixed assets, net		8,615			26,101
Security deposit		5,555			2,332
TOTAL ASSETS	$	132,486		$	142,380

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	105,904		$	9,498
Due to stockholders		669,126			412,907
Convertible notes payable, net of discounts		408,247			-
Total Current Liabilities		1,183,277			422,405

Total Liabilities		1,183,277			422,405
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock: 50,000,000 and 100,000,000 authorized at December 31, 2017 and 2016, respectively; $0.00001 par value 5,000,000 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively		50			-
Common stock: 500,000,000 and 100,000,000 authorized at December 31, 2017 and 2016, respectively; $0.00001 par value 82,200,000 and 50,000,000 shares issued and outstanding at December 31, 2017 and 2016, respectively		822			500
Additional paid-in capital		1,267,916			694,340
Common stock to be issued		92,646			-
Accumulated other comprehensive income		1,514			20,119
Accumulated deficit		(2,413,739	)		(994,984	)
Total Stockholders’ Deficit		(1,050,791	)		(280,025	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	132,486		$	142,380

The accompanying notes are an integral part of these consolidated financial statements

~~F-2~~

~~Table of Contents~~

~~DEVAGO INC.~~

12 RETECH CORPORATION

Consolidated Statement of Operations

Period from
September 8, 2014
Year Ended (Inception) to
November 30, November 30,
2015 2014

Operating Expenses
General and administrative $ 1,205 $ 5,000
Professional fees 38,345 -
Depreciation and amortization 1,755 -
Total Operating Expenses 41,305 5,000

Net loss from operations (41,305 ) (5,000 )

Other Income and Expense
Interest (expense) (945 ) -
Gain (Loss) on Foreign Exchange (232 ) -
Total other income (expense) (1,177 ) -

Provision for income taxes - -

Net loss $ (42,481 ) (5,000 )

Basic and dilutive loss per common share $ (0.00 ) $ (0.00 )

Weighted average number of common shares outstanding 22,163,307 20,000,000

and Comprehensive Loss

	Year Ended
	December 31,
	2017			2016

Revenues	$	60,787		$	119,989
Cost of revenue		49,586			13,130
Gross Profit		11,201			106,859

Operating Expenses
General and administrative		757,688			257,984
Professional fees		596,927			8,940
Depreciation		16,100			20,975
Total Operating Expenses		1,370,715			287,899

Loss from operations		(1,359,514	)		(181,040	)

Other Expense
Interest expense		(59,241	)		-
Net Other Expense		(59,241	)		-

Loss Before Provision for Income Taxes		(1,418,755	)		(181,040	)

Provision for Income Taxes		-			-

Net Loss	$	(1,418,755	)	$	(181,040	)

Foreign currency translation adjustments		(18,605	)		14,549
Comprehensive Loss	$	(1,437,360	)	$	(166,491	)

Net Loss Per Common Share: Basic and Diluted	$	(0.01	)	$	(0.00	)*

Weighted Average Number of Common Shares Outstanding: Basic and Diluted		111,433,488			42,122,500

* Represents an amount that is less than ($0.01)

The accompanying notes are an integral part of these consolidated financial statements

~~F-3~~

~~Table of Contents~~

~~DEVAGO INC.~~

12 RETECH CORPORATION

Consolidated Statements of Changes in Stockholders’ ~~Equity~~

Additional Total
Common Stock Paid in Accumulated Stockholder's
Number of Shares Amount Capital Deficit Equity

Balance as of September 8, 2014 (Inception) - $ - $ - $ - $ -

Common stock issued for cash 20,000,000 200 19,800 - 20,000
Net loss - - - (5,000 ) (5,000 )
Balance - November 30, 2014 20,000,000 $ 200 $ 19,800 $ (5,000 ) $ 15,000

Common stock issued for cash 4,082,004 41 28,374 - 28,415
Net loss - - - (42,481 ) (42,481 )

Balance - November 30, 2015 24,082,004 $ 241 $ 48,174 $ (47,481 ) $ 934

Deficit


																Common		Accumulated
	Preferred Stock						Common Stock						Additional			Stock		Other						Total
	Number of Shares			Amount			Number of Shares			Amount			Paid-in Capital			to be Issued		Comprehensive Income			Accumulated Deficit			Stockholders’ Deficit

Balance - January 1, 2016		-		$	-			25,000,000		$	250		$	438,590		$	-	$	5,570		$	(813,944	)	$	(369,534	)

Common stock issued for stockholder debt		-			-			25,000,000			250			255,750			-		-			-			256,000
Foreign currency translation adjustments		-			-			-			-			-					14,549			-			14,549
Net loss		-			-			-			-			-			-		-			(181,040	)		(181,040	)

Balance - December 31, 2016		-		$	-			50,000,000		$	500		$	694,340		$	-	$	20,119		$	(994,984	)	$	(280,025	)
Capital contribution in subsidiary before acquisition		-			-			-			-			97,752			-		-			-			97,752
Recapitalization		5,000,000			50			28,692,024			287			1,859			-		-			-			2,196
Stock issued for acquisition of 12 Japan		500,000			5			5,000,000			50			(55	)		-		-			-			-
Common stock issued for acquisition of 12 Europe		-			-			3,807,976			38			(38	)		-		-			-			-
Common stock issued for services		-			-			2,700,000			27			473,973			-		-			-			474,000
Cancellation of common stock and preferred stock		(500,000	)		(5	)		(8,000,000	)		(80	)		85			-		-			-			-
Common stock to be issued		-			-			-			-			-			92,646		-			-			92,646
Foreign currency translation adjustments		-			-			-			-			-			-		(18,605	)		-			(18,605	)
Net loss		-			-			-			-			-			-		-			(1,418,755	)		(1,418,755	)

Balance - December 31, 2017		5,000,000		$	50			82,200,000		$	822		$	1,267,916		$	92,646	$	1,514		$	(2,413,739	)	$	(1,050,791	)

The accompanying notes are an integral part of these consolidated financial statements

~~F-4~~

~~Table of Contents~~

~~DEVAGO INC.~~

12 RETECH CORPORATION

Consolidated Statements of Cash Flows

Period from
September 8, 2014
Year Ended (Inception) to
November 30, November 30,
2015 2014

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss $ (42,481 ) $ (5,000 )

Adjustments to reconcile net loss to net cash -
provided by (used in) operating activities: -
    Amortization expense 1,755 -
    Gain (loss) on foreign exchange 232 -
    Accounts payable 247 -
    Accrued expenses 977 -
Total adjustments 3,211 -
Net Cash used in Operating Activities (39,270 ) (5,000 )

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment (15,000 ) -
Net Cash used in Investing Activities (15,000 ) -

CASH FLOWS FROM FINANCING ACTIVITIES:
   Due to Related Party 16,000 -
   Proceeds from issuance of common stock 28,184 20,000
Net Cash provided by Financing Activities 44,184 20,000

Net increase in cash and cash equivalents (10,086 ) 15,000
Cash and cash equivalents, beginning of period 15,000 -
Cash and cash equivalents, end of period $ 4,914 $ 15,000

Supplemental cash flow information
Cash paid for interest $ - $ -
Cash paid for taxes $ - $ -

	Year Ended
	December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,418,755	)	$	(181,040	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		474,000			-
Depreciation		16,100			20,975
Bad debt		25,600			-
Amortization of debt discount		50,893			-
Impairment of inventory		49,538			12,173
Loss on sale of vehicle		610			-
Changes in operating assets and liabilities:
Accounts receivable		(15,988	)		(8,889	)
Inventory		(1,757	)		-
Prepaid and other current assets		(14,355	)		10,463
Security deposit		(3,143	)		(2,494	)
Accounts payable and accrued liabilities		76,031			(70,491	)
Due to stockholder		20,000			-
Net Cash Used in Operating Activities		(741,226	)		(219,303	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(6,729	)		(5,591	)
Sales of property and equipment		8,130			-
Net Cash Provided by (Used in) Investing Activities		1,401			(5,591	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from due to stockholders		246,644			234,674
Repayment of due to stockholders		(8,130	)		(40,093	)
Proceeds from convertible notes payable, net of discounts		450,000			-
Capital contributions in subsidiary before acquisition		97,752			-
Net Cash Provided By Financing Activities		786,266			194,581

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(821	)		1,688

Net increase (decrease) in cash and cash equivalents		45,620			(28,625	)
Cash and cash equivalents, beginning of year		54,644			83,269
Cash and cash equivalents, end of year	$	100,264		$	54,644

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-cash transactions:
Common stock to be issued recognized as debt discount	$	92,646		$	-
Common stock issued for stockholder debt	$	-		$	256,000

The accompanying notes are an integral part of these consolidated financial statements

F-5

~~F-5~~

~~Table of Contents~~

~~DEVAGO INC.~~

12 RETECH CORPORATION

Notes to the Consolidated Financial Statements

~~November 30, 2015 and 2014~~

NOTE 1. NATURE OF BUSINESS ~~AND CONTINUANCE OF OPERATIONS~~

~~DEVAGO INC.~~

12 Retech Corporation (“we”, “us”, “our”, “12 ReTech”, “RETC”, or the “Company”) was ~~formed~~incorporated under the laws of the State of Nevada, U.S. as DEVAGO INC. on September 8, ~~2014 in Nevada. We~~2014. On June 8, 2017, the Company amended our Articles of Incorporation to change the name to 12 Retech Corporation. At our core, we are a ~~start-up stage~~software company whose technology allows retailers to combat the dual threats of Walmart and ~~engaged~~Amazon — both online and in physical stores. Our microbrand rollup acquisition strategy allows us to demonstrate the effectiveness of our software, devise and test new products, while providing shareholder value through immediate revenue and earnings growth. The Company operates through our subsidiaries on three continents, Asia, North America and Europe.

Principal subsidiaries

The details of the principal subsidiaries of the Company are set out as follows:

Name of Company	Place of Incorporation	Date of Incorporation	Acquisition Date	Attributable Equity Interest %	Business
12 Retail Corporation	Arizona, USA	Sept. 18, 2017	Formed by 12 Retech Corporation	100%	As a holding Company to execute the Company’s microbrand roll up acquisition strategy as well as to penetrate the North American market with our technology to select retailers.
12 Hong Kong Limited	Hong Kong, China	Feb. 2, 2014	June 27 2017	100%	Development of our technology and sales of our technology applications.
12 Japan Limited	Japan	Feb. 12, 2015	July 31, 2017	100%	Consultation and sales of technology applications.
12 Europe AG	Switzerland	Aug. 22, 2013	Oct. 26,2017	100%	Consultation and sales of technology applications.
E-motion Apparel, Inc.	Utah, USA	2011	March 12, 2018	100%	A subsidiary of 12 Retail and is the first microbrand acquired under the microbrand acquisition roll up strategy. Operates its own production facilities that can be utilized by all of the Company’s future microbrands.

Change in Fiscal Year

On September 13, 2017, our Board of Directors approved a change in our Fiscal Year End from November 30 to December 31. The Company now operates on a fiscal year ending on December 31.

Stock Split

Effective June 21, 2017, we effected a 6 for 1 forward stock split of our issued and outstanding common stock (the “Forward Stock Split”). All references to shares of our common stock in this report on Form 10-K refers to the number of shares of common stock after giving effect to the Forward Stock Split (unless otherwise indicated).

Share Exchange and Reorganization

As of June 27, 2017, and pursuant to a Securities Purchase Agreement, the Company and 12 Hong Kong Limited (“12HK”), have determined that all conditions necessary to close the Share Exchange Agreement have been satisfied and therefore as of the date hereof, the Share Exchange Agreement was closed and as such 12HK has become a wholly-owned subsidiary of the Company. As per the Share Exchange Agreement, the Company acquired Four Million (4,000,000) shares of 12HK, representing 100% of the issued and outstanding equity of 12HK, from the 12HK shareholders (the “12HK Shares”) and in exchange the Company issued to the 12HK shareholders an aggregate of Fifty Five Million (55,000,000) shares of stock, consisting of: (i) Fifty Million (50,000,000) shares of post forward split Company common stock; and, (ii) Five Million (5,000,000) shares of Series A Preferred Stock.

Recapitalization

For financial accounting purposes, this transaction was treated as a reverse acquisition by 12HK and resulted in a recapitalization with 12HK being the accounting acquirer and 12 Retech as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, 12HK and have been prepared to give retroactive effect to the reverse acquisition completed on June 27, 2017 and represent the operations of 12HK. The consolidated financial statements after the acquisition date, June 27, 2017 include the balance sheets of both companies at historical cost, the historical results of 12HK and the results of the Company from the acquisition date. All share and per share information in the ~~creation~~accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.

Acquisitions

12 Japan Limited

On July 31, 2017, the Company entered into a Share Exchange Agreement with 12 Japan Limited, a corporation duly formed and validly existing under the laws of ~~mobile software applications, or “Apps.” Our strategic initiative includes developing~~Japan (“12JP”), and ~~marketing our current mobile application,~~the Shareholders of 12JP (the “12JP Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired 101,000 shares of 12JP, representing 100% of the issued and outstanding equity of 12JP, from the 12JP shareholders and in exchange the Company issued to the 12JP Shareholders: (i) 5,000,000 shares of RETC Common Stock; and, (ii) 500,000 shares of RETC Series A Preferred Stock. As a result of the Share Exchange Agreement, 12JP became a wholly-owned subsidiary of the Company. The Share Exchange Agreement contains customary representations and warranties. Additionally, the Share Exchange Agreement required that concurrently with closing the Company’s management facilitate: (i) the cancellation of 5,000,000 shares of RETC Common Stock currently beneficially owned by the Company’s majority stockholder; and, (ii) the cancellation of 500,000 of RETC Series A Preferred Stock currently beneficially owned by the Company’s majority stockholder. Collectively, such shares were cancelled and returned to the Company’s treasury.

12 Europe AG

On October 26, 2017, the Company entered into a Share Exchange Agreement with 12 Europe AG, a corporation duly formed and validly existing under the laws of Switzerland (“12EU”), and the Shareholders of 12EU (the “12EU Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired 1,000 shares of 12EU, representing 100% of the issued and outstanding equity of 12EU, from the 12EU shareholders and in exchange the Company issued to the 12EU Shareholders, 3,807,976 shares of the Company’s common stock. As a result of the Share Exchange Agreement, 12EU became a wholly-owned subsidiary of the Company.

As a result of those share exchanges, the above companies became 100% owned subsidiaries of the Company. The above companies were controlled by the same individuals immediately prior to the above exchanges. As such, these acquisitions were deemed to be transactions between entities under common control.

E-motion Apparel, Inc,

In a subsequent event, on March 12, 2018, the Company completed the acquisition of E-motion Apparel, Inc. (“EAI”) a California corporation, pursuant to a Share Exchange Agreement whereby the Company exchanged 1 million of its common shares for 100% of the equity of EAI in a third-party transaction. EAI owns three other microbrands which were included in this transaction which target specific niche markets: Lexi-Luu Dancewear, Punkz Gear, Cleo VII and Skipjack Dive & Dance Wear. See Note 13 for additional information.

NOTE 2. GOING CONCERN

The Company accounts for going concern matters under the guidance of ASU 2014-15,“Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (“ASU 2014-15”). The guidance in ASU 2014-15 sets forth management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern as well as ~~expanding our mobile application portfolio through~~required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the ~~acquisition~~aggregate, raise substantial doubt about the entity’s ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of ~~third party mobile applications~~conditions and ~~mobile application development companies.~~

events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management’s plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt.

These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of ~~November 30, 2015,~~December 31, 2017, the Company has incurred losses totaling ~~$47,481~~$2,413,739 since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain our operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through continued financial support from its shareholders, the issuance of debt securities and private placements of common stock. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2.3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

~~These financial statements of the Company~~

The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted ~~accounting principles~~ in the United States (“GAAP”) and ~~are expressed~~presented in US dollars. The ~~Company’s year-end~~fiscal year end is ~~November 30.~~

b)December 31.

Prior year financial information has been retroactively adjusted for the acquisitions under common control. As the acquisitions of 12JP and 12EU were deemed to be transactions between entities under common control, the assets and liabilities were transferred at the historical costs, with prior periods retroactively adjusted to include the historical financial results of the acquired companies for the period they were under common control, which is all periods presented.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries 12HK, 12JP, and 12EU and 12 Retail. All inter-company accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting.

Use of Estimates ~~and Assumptions~~

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ~~generally accepted accounting principles~~of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial ~~statements~~statements. The estimates and judgments will also affect the reported amounts offor certain revenues and expenses during the reporting period. ~~The Company regularly evaluates~~Actual results could differ from these good faith estimates and ~~assumptions related to deferred income tax asset valuation allowances.~~ judgments.

Foreign Currency Translation and Transactions

The ~~Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under~~accompanying financial statements are presented in U.S. dollars (“USD”), the ~~circumstances, the results~~reporting currency. The functional currencies of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s ~~estimates. To~~foreign operations are the ~~extent there are material differences between the estimates~~Hong Kong Dollar (“HKD”), Japanese Yen (“JPY”), and ~~the actual results, future results of operations will be affected.~~

~~c) Cash and Cash Equivalents~~

~~The Company considers all highly liquid instruments~~Swiss Franc (“CHF”). In accordance with ~~maturity of six months or less at the time of issuance to be cash equivalents.~~

~~F-6~~

~~Table of Contents~~

~~DEVAGO INC.~~

~~Notes to the Financial Statements~~

~~November 30, 2015 and 2014~~

~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

d) ASC 830,“Foreign Currency ~~Transactions~~

~~The Company’s planned operations are outside of~~Matters”, the United States, which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Nonmonetary assets and liabilities are translated into USD at ~~historical rates and monetary assets and liabilities are translated at~~current exchange ~~rates in effect at the end of the year. Revenues~~rates. Revenue and expenses are translated at average exchange rates for the ~~year. Gains~~period. Resulting translation adjustments are reflected as accumulated other comprehensive income in stockholders’ deficit. Transaction gains and losses that arise from ~~translation of foreign~~exchange rate fluctuations on transactions denominated in a currency ~~financial statements into U.S. dollars~~other than the functional currency are ~~included in current results of operations.~~

~~e) Income Taxes~~

~~Potential benefits of income tax~~charged to operations as incurred. There were no material transaction gains or losses ~~are not recognized~~ in the periods presented.

Concentrations

During the year ended December 31, 2017, two customers accounted for 94% of revenues. During the year ended December 31, 2016, three customers accounted for 100% of revenues. One customer represented 100% of the accounts ~~until realization is more likely~~receivable as of December 31, 2017 and 2016.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than ~~not.~~three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company ~~computes tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized~~had $100,264 and $54,644 in ~~these financial statements because~~cash and cash equivalents as at December 31, 2017 and 2016, respectively. Government deposit insurance on bank balances range from approximately $5,600 to $250,000. As at December 31, 2017, the Company ~~cannot be assured it is more likely than~~had approximately $19,000 not ~~it will utilize~~covered by government deposit insurance schemes.

Accounts receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the ~~net operating losses carried forward~~composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in ~~future years.~~

~~f) Revenue Recognition~~

~~Sales~~customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded ~~when products~~primarily on a specific identification basis. During the years ended December 31, 2017 and 2016, the Company recognized bad debt of $25,600 and $0, respectively.

Inventory

Inventories, consisting of a computer application, a mirror with a computer screen and touch monitor, are ~~shipped~~primarily accounted for using the first-in-first-out (“FIFO”) method and are valued at the lower of cost or market value. Inventories on hand are evaluated on an on-going basis to ~~customers. Provisions for discounts~~determine if any items are obsolete or in excess of future market needs. Items determined to be obsolete are reserved for. During the years ended December 31, 2017 and ~~rebates to customers, estimated returns~~2016, the Company recognized impairment expenses of $49,538 and ~~allowances,~~$12,173, respectively.

Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts receivable, inventory, prepaid expenses and other ~~adjustments~~current assets, accounts payable and accrued liabilities, convertible notes payable and due to stockholders. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Fixed Assets

Fixed assets are ~~provided for in~~recorded at cost. Depreciation is calculated using the ~~same period~~straight-line method over the related sales are recorded. No provision for discounts or rebates to customers, estimated returns and allowances or other adjustments were recognized during the period ended November 30, 2015. In instances where products are configured to customer requirements, revenue is recorded upon the successful completion of the Company’s final test procedures and the customer’s acceptance. The Company has not made any sales as at November 30, 2015.

~~g) Website~~

~~Website is carried at cost, with amortization provided on a straight-line basis over its~~ estimated useful lives of ~~seven years. Total amortization~~the assets. Leasehold improvements are amortized over the shorter of ~~$1,755 was booked~~the term of the related lease or the estimated useful life of the asset. The useful lives are as follows:

Office equipment			3 years
Furniture and equipment			6 years
Computer			4 years
Technical equipment			3.3 years

Maintenance and repairs are charged to operations as incurred. Expenditures that substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.

Accounting for the ~~year ending November 30, 2015.~~

~~h) Earnings (Loss) Per Common Share~~

~~Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator)~~impairment of long-lived assets

The long-lived assets held and used by the ~~weighted average number~~Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the periodassets may not be recoverable. It is ~~used in determining the number~~reasonably possible that these assets could become impaired as a result of ~~shares assumed~~technology or other industry changes. Determination of recoverability of assets to be ~~purchased from~~held and used is by comparing the ~~exercise~~carrying amount of ~~stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect~~an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is ~~anti-dilutive. At November 30, 2015,~~measured by the ~~Company has no potentially dilutive securities outstanding.~~

~~i) Stock-Based Compensation~~

~~Compensation costs attributable to stock options or similar equity instruments granted are measured at~~amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the ~~grant date,~~lower of the carrying amount or fair value less costs to sell. During the years ended December 31, 2017 and ~~expensed~~2016, the Company did not impair any long-lived assets.

Stock-Based Compensation

ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the ~~expected~~period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting ~~period. We did not grant any stock options during~~period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Stock-based compensation of $474,000 and $0 were incurred for the years ended December 31, 2017 and 2016, respectively, and is included in professional fees.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.” Revenue is recognized only when all of the following criteria are met: persuasive evidence for an agreement exists, delivery has occurred, or services have been provided, the price or fee is fixed or determinable, and collection is reasonably assured. However, contracts subject to percentage-of-completion accounting are subject to specific accounting guidance that may require significant estimates.

Percentage-of-completion method

Certain software development projects and all long-term construction-type contracts require the use of estimates at completion in the application of the percentage-of-completion accounting method, whereby the determination of revenues and costs on a contract through its completion can require significant judgment and estimation. Under this method, and subject to the effects of changes in estimates, we recognize revenue using an estimated margin at completion as contract milestones or other input or output-based measures are achieved. This can result in costs being deferred as work in process until contractual billing milestones are achieved. Alternatively, this can result in revenue recognized in advance of billing milestones if output-based or input-based measures are achieved.

The percentage-of-completion method requires estimates of revenues, costs and profits over the entire term of the contract, including estimates of resources and costs necessary to complete performance. The cost estimation process is based upon the professional knowledge and experience of our software and systems engineers, program managers and financial professionals. The Company follows this method because reasonably dependable estimates of the revenue and costs applicable to various elements of a contract can be made; however, some estimates are particularly difficult for activities involving state-of-the-art technologies such as system development projects. Key factors that are considered in estimating the work to be completed and ultimate contract profitability include the availability and productivity of labor, the nature and complexity of the work to be performed, results of testing procedures, and progress toward completion. Management regularly reviews project profitability and the underlying estimates. A significant change in an estimate on one or more contracts could have a material effect on our results of operations. Revisions in profit estimates are reflected in the period ~~ended November 30, 2015.~~

~~F-7~~

~~Table of Contents~~

~~DEVAGO INC.~~

~~Notes~~in which the facts that give rise to the ~~Financial Statements~~

~~November 30, 2015~~revision become evident. We periodically negotiate modifications to the scope, schedule, and ~~2014~~

~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

j)price of contracts accounted for on a percentage-of-completion basis. Accounting for such changes prior to formal contract modification requires evaluation of the characteristics and circumstances of the effort completed and assessment of probability of recovery. If recovery is deemed probable, we may, as appropriate, either defer the costs until the parties have agreed on the contract change or recognize the costs and related revenue as current period contract performance.

Deferred Income Taxes

and Valuation Allowance

The Company accounts for income taxes ~~using~~under ASC 740, “Income Taxes”. Under the asset and liability ~~method. The asset and liability~~ method ~~provides that~~of ASC 740, deferred tax assets and liabilities are recognized for the ~~expected~~ future tax consequences ~~of temporary~~attributable to differences between the financial ~~reporting and tax bases~~statements carrying amounts of existing assets and liabilities and ~~for operating loss and~~their respective tax ~~credit carryforwards.~~bases. Deferred tax assets and liabilities are measured using ~~the currently~~ enacted tax rates ~~and laws that will be~~expected to apply to taxable income in ~~effect when~~ the years in which those temporary differences are expected to ~~reverse.~~be recovered or settled. The ~~Company records a valuation allowance to reduce~~effect on deferred tax assets toand liabilities of a change in tax rates is recognized in income in the ~~amount that~~period the enactment occurs. A valuation allowance is ~~believed~~provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. At December 31, 2017 and 2016, the Company recognized a full valuation allowance against the recorded deferred tax assets.

Net Loss Per Share of Common Stock

The Company follows ASC 260, “Earnings per Share” (“EPS”), which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to ~~be realized.~~

~~k) Subsequent Events~~

~~The Company’s management reviewed all material events from November 30, 2015 through~~issue common stock resulting in the issuance ~~date~~ of ~~these financial statements~~common stock that would then share in the Company’s earnings subject to anti-dilution limitations. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact. For the years ended December 31, 2017 and 2016, potentially dilutive common shares consist of common stock issuable upon the conversion of Series A Preferred Stock (using the if converted method). All potentially dilutive securities were excluded from the computation of diluted weighted average number of shares of common stock outstanding as they would have had an anti-dilutive impact.

Contingencies

The Company follows ASC 450-20, “Loss Contingencies” to report accounting for ~~disclosure consideration.~~

~~l) New~~contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no loss contingencies as of December 31, 2017 and 2016.

Recent Accounting Pronouncements

In ~~June~~May 2014, the FASB issued ASU ~~2014-10, Development Stage Entities~~2014-09, “Revenue from Contracts with Customers (Topic ~~915): Elimination~~606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of ~~Certain Financial Reporting Requirements.~~America. The core principle of this ASU ~~2014-10 eliminates~~is that revenue should be recognized for the ~~distinction~~amount of ~~a development stage entity~~consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and ~~certain related disclosure requirements, including the elimination~~uncertainty of ~~inception-to date information on the statements of operations,~~revenue and cash flows arising from customer contracts, including significant judgments, and ~~stockholders’ equity. The amendments in~~assets recognized for costs incurred to obtain or fulfill a contract. ASU ~~2014-10 will~~2014-09 was scheduled to be effective ~~prospectively~~ for annual reporting periods beginning after December 15, ~~2014,~~2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09.

The Company will adopt the new guidance as of January 1, 2018. The Company has evaluated the new guidance and the adoption is not expected to have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. There will be no change to the Company’s accounting policies.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual ~~periods, however early~~reporting period. The Company is currently evaluating the effects of adopting ASU 2016-02 on its consolidated financial statements but the adoption is ~~permitted.~~not expected to have a significant impact on the Company’s consolidated financial statements as of the date of the filing of this report.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018. The Company ~~evaluated~~will evaluate the effects of adopting the standard if and ~~adopted ASU 2014-10~~when it is deemed to be applicable.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – PREPAID EXPENSE AND OTHER CURRENT ASSETS

Prepaid expense and other current assets at December 31, 2017 and 2016 consist of the following

	December 31, 2017		December 31, 2016

Prepaid expense	$	1,290	$	785
Short-term deposit		13,878		-
	$	15,168	$	785

NOTE 5 – FIXED ASSETS, NET

Fixed assets, net at December 31, 2017 and 2016 consist of the following

	December 31, 2017			December 31, 2016

Office equipment	$	7,371		$	7,276
Furniture and equipment		607			607
Computer		12,998			6,249
Technical equipment		23,435			23,435
Vehicles		-			23,527
		44,411			61,094
Less: accumulated depreciation		(35,796	)		(34,993	)
Equipment	$	8,615		$	26,101

Depreciation expense for the ~~reporting period~~year ended ~~November 30, 2015.~~

December 31, 2017 and 2016 amounted to $16,100 and $20,975, respectively.

NOTE ~~3. RELATED PARTY~~6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at December 31, 2017 and 2016 consists of the following:

	December 31, 2017		December 31, 2016

Accounts payable	$	30,625	$	502
Accrued expenses		66,931		8,996
Accrued interest		8,348		-
	$	105,904	$	9,498

NOTE 7 - STOCKHOLDER TRANSACTIONS

Due to stockholders at December 31, 2017 and 2016 consists of the following:

	December 31, 2017		December 31, 2016
Daniel Monteverde		8,214		5,012
Angelo Ponzetta		500,798		306,105
Gianni Ponzetta		160,114		101,790
	$	669,126	$	412,907

On ~~February 5, 2015,~~August 12, 2017, Gianni Ponzetta loaned CHF 60,000 ($61,584) to the Company, which is included in the December 31, 2017 total. The promissory note is unsecured and bears interest at 1% per annum and is due December 31, 2019.

The other amounts due to stockholders are non-interest bearing, unsecured and due on demand.

During the year ended December 31, 2017 and 2016, total advances and expenses paid directly by stockholders on behalf of the Company were $185,060 and $234,674, respectively, and the Company repaid $8,130 and $40,093, respectively. In addition, in 2016, the Company issued 25,000,000 shares of common stock in exchange for $256,000 of amounts due to stockholders.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable at December 31, 2017 and 2016 consists of the following:

	December 31, 2017			December 31, 2016
Dated September 15, 2017	$	387,500		$	-
Dated December 8, 2017		92,646			-
Dated December 12, 2017		92,646			-
Total convertible notes payable, gross		572,792			-

Less: Unamortized debt discount		(164,545	)		-
Total convertible notes		408,247			-

Less: current portion of convertible notes payable, net		408,247			-
Long-term convertible notes payable	$	-		$	-

For the years ended December 31, 2017 and 2016, the Company recognized interest expense of $8,348 and $0 and amortization of discount, included in interest expense, of $50,893 and $0, respectively.

September 2017 Note

On September 15, 2017, the Company entered into athe promissory note agreement with ~~its sole officer and director~~SBI Investments LLC (“SBI”) for ~~$15,000. The note accrues~~loans up to a maximum of $1,250,000, together with interest at the rate of 8% ~~annually~~per annum. The consideration to the Company for this promissory note is up to $1,000,000, resulting in a potential original issuance discount (“OID”) of up to $250,000. The maturity date for each tranche funded shall be six months from the effective date of the respective payment date. The promissory note may be converted into shares of the Company’s common stock at any time on or after the occurrence of an event of default. The conversion price shall be the 60% multiplied by the lowest trading price during the 30 trading days period ending, in holder’s sole discretion on each conversion, on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date.

An initial promissory note of $200,000 was issued on September 15, 2017 and ~~is due on demand. Interest accrued on~~ the ~~related party loan on~~Company received cash of $150,000 and recognized OID of $40,000 and financing cost of $10,000 as debt discount.

On November ~~30, 2015, is $977.~~

~~During~~14, 2017, the ~~year ending November 30, 2015,~~Company issued an additional promissory note of $187,500 and received cash of $150,000 and recognized OID of $37,500 as debt discount.

December 8, 2017 Note

On December 8, 2017, the Company entered into ~~a contract~~the promissory note agreement with ~~its sole officer and director to provide consulting services~~LG Capital Funding, LLC (“LG”) for loans totaling $185,292. The consideration to the ~~Company.~~Company is $158,824 resulting in a 15% OID. The maturity date for each note is six months from the date of issuance. The Company shall pay a one-time interest charge of 9% of the principal amount for each note. The notes may be converted at any time after the maturity date. The conversion price shall be 75% multiplied by the lowest trading price during the 10 prior trading days period ending. As additional consideration for the purchase of the notes, the Company shall issue to LG shares of our common stock on January 13, 2018 and February 1, 2018, with a ~~result,~~value equal to $23,162, based on the ~~company incurred $5,000~~previous day closing price.

The first note of ~~expenses related~~$92,646 was issued on December 8, 2017. The Company received cash of $75,000 and recognized OID of $13,234 and financing cost of $4,412 as debt discount. The one-time interest charge of 9% of the principal amount of the note was due on January 1, 2018. In addition, the Company recorded $46,323 as debt discount and common stock to be issued for the shares of common stock to be issued in 2018. As of the date of the filing of this report, the shares have not been issued.

December 8, 2017 Note

On December 8, 2017, the Company entered into the promissory note agreement with Cerberus Finance Group Ltd. (“Cerberus”) for loans totaling $185,292. The consideration to the ~~consulting services.~~Company is $158,824 resulting in a 15% OID. The maturity date for each note is six months from the date of issuance. The Company shall pay a one-time interest charge of 9% of the principal amount for each note. The notes may be converted at any time after the Maturity Date. The conversion price shall be the 75% multiplied by the lowest trading price during the 10 prior trading days period ending. As atadditional consideration for the purchase of ~~November 30, 2015, $1,000 is payable~~the Notes, the Company shall issue to Cerberus shares of our common stock on January 13, 2018 and February 1, 2018, with a value equal to $23,162, based on the ~~sole officer~~previous day closing price.

The first note of $92,646 was issued on December 8, 2017. The Company received cash of $75,000 and ~~director~~recognized OID of $13,234 and financing cost of $4,412 as debt discount. The one-time interest charge of 9% of the amount of the Note was due on January 1, 2018. In addition, the Company recorded $46,323 as debt discount and as common stock to be issued for the shares of common stock to be issued in ~~relation to~~2018. As of the ~~consulting services provided.~~

date of the filing of this report, the shares have not been issued.

NOTE 4.9 - STOCKHOLDERS’ EQUITY

Amendments to Articles of Incorporation

The ~~Company’s~~Company was authorized ~~capital consists of~~to issue 100,000,000 shares of common stock ~~with a~~at par value of ~~$0.00001~~$0.0001 and 100,000,000 shares of preferred stock at par value of $0.00001.

Effective June 7, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the state of Nevada to increase the number of authorized shares of capital stock to 550,000,000 shares. The Company increased the number of authorized common shares to 500,000,000 and decreased the number of authorized preferred shares to 50,000,000.

On January 29, 2018, the Company amended its Articles of Incorporation giving its Board of Directors the power to issue up to 50,000,000 shares of Preferred Stock, and to fix the rights, preferences and privileges of each class of preferred stock so created. No shareholder approval is required in connection with the creation of classes of preferred stock under this authority and the setting of the rights, preferences and privileges of such shares. The Board of Directors acted to create new series of preferred stock, entitled Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock.

Effective March 14, 2018, the Company filed a Certificate of Amendment to its Articles of Incorporation with the state of Nevada to increase the number of authorized shares of capital stock to 1,050,000,000 shares. The Company increased the number of authorized shares of common stock to 1,000,000,000. There was no change to the number of shares of authorized preferred stock.

PREFERRED STOCK

The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.

Series A Preferred Stock

The following summary of the Company’s Series A Preferred Stock is merely a summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.

Liquidation Rights:

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Company to the Holders of any Junior Stock by reason of their ownership of such stock an amount per share for each share of Series A Preferred Stock held by them equal to the sum of the Liquidation Preference. If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the Holders of the Series A Preferred Stock are insufficient to permit the payment to such Holders of the full amounts specified in this Section then the entire remaining assets of the Company legally available for distribution shall be distributed with equal priority and pro rata among the Holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section.

Redemption Rights:

The Series A Preferred Stock shall have no redemption rights.

Conversion:

The “Conversion Ratio” per share of the Series A Preferred Stock in connection with any Conversion shall be at a ratio of 1:20, meaning every (1) one Preferred A share shall convert into 20 shares of Common Stock of the Company (the “Conversion”). Holders of Class A Preferred Shares shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule or regulation), to convert any or all their shares of the Class A Preferred Shares into Common Stock at the Conversion Ratio.

Voting Rights:

The Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Preferred Stock held by such holder; and, (b) by 20. Such voting calculation is hereby authorized by the Company and the Company acknowledges such calculation may result in the total number of possible votes cast by the Series A Holders and all other classes of the Company’s common stock in any given voting matter exceeding the total aggregate number of shares which this Company shall have authority to issue. With respect to any shareholder vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. The holders of Series A Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a single class on all actions to be taken by the Common Stock shareholders of the Company, except to the extent that voting as a separate class or series is required by law. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

During the year ended December 31, 2017, the Company issued Series A Preferred Shares as follows;

	●	5,000,000 shares of preferred stock as partial consideration for the acquisition of 100% of issued and outstanding equity of 12HK (Note 1)
	●	500,000 shares of preferred stock as partial consideration for the acquisition of 100% of issued and outstanding of 12JP (Note 1).

During the year ended December 31, 2017, under the terms of the agreement of 12JP, 500,000 shares of preferred stock beneficially owned by the Company's majority stockholder were cancelled (Note 1).

As of December 31, 2017, 5,000,000 shares of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

The following summary of the Company’s Series B Preferred Stock is merely a summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.

Designation and Amount:

The total number of shares of Series B Preferred Stock this Corporation is authorized to issue is One Million (1,000,000), with a stated par value of $0.00001 per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series B Preferred Stock and holders thereof are as follows unless otherwise agreed to by agreement between the Corporation and the purchasers of the Series B Preferred Stock.

Ranking:

The Series B Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Corporation’s Common Stock (“Common Stock”), (b) junior with respect to dividends and right of liquidation with the Corporation’s Series A Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Corporation. Without the prior written consent of Holders holding a majority of the outstanding shares of Series B Preferred Stock, the Corporation may not issue any Preferred Stock that is senior to the Series B Preferred Stock in right of dividends and liquidation.

Liquidation Preference:

A. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of the Corporation, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series B Preferred Stock, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series B Preferred Stock by reason of their ownership thereof, the Holders of Series B Preferred Stock will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount with respect to each share of Series B Preferred Stock equal to the then Stated Value as adjusted pursuant to the terms hereof (including but not limited to the additional of any accrued unpaid dividends and the Default Adjustment, if applicable). B. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation will be insufficient to make payment in full to all Holders, then such assets will be distributed among the Holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Conversion:

A. Holders of Series B Preferred Stock shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule or regulation, or agreement between the Corporation and the holders of the Series B Preferred Stock), to convert any or all their shares of the Series B Preferred Stock into Common Stock. B. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation will within a reasonable time period make a good faith effort to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. C. Effect of Conversion. On any Conversion Date, all rights of any Holder with respect to the shares of the Series B Preferred Stock so converted, including the rights, if any, to receive distributions of the Corporation’s assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to receive certificates (if applicable) for the number of shares of Common Stock into which such shares of the Series B Preferred Stock have been converted.

Voting:

Series B Preferred Stock shall be non-voting on any matters requiring shareholder vote.

Dividends:

Series B Preferred Stock will carry an annual cumulative dividend, compounded monthly, payable solely upon redemption, liquidation or conversion as agreed to by and between the Corporation and the holder of the Series B Preferred Stock.

Redemption:

The Series B Preferred Stock shall be redeemable by the Corporation as set forth in the agreement by and between the Corporation and the holder of the Series B Preferred Stock.

Protective Provisions:

A. So long as any shares of Series B Preferred Stock are outstanding, the Corporation will not, without the affirmative approval of the Holders of a majority of the shares of Series B Preferred Stock then outstanding (voting as a class), (i) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend this Certificate of Designations, (ii) authorize or create any class of stock ranking as to distribution of dividends senior to the Series B Preferred Stock, (iii) amend its articles of incorporation or other charter documents in breach of any of the provisions hereof, (iv) increase the authorized number of shares of Series B Preferred Stock, (v) liquidate, dissolve or wind-up the business and affairs of the Corporation, or effect any Deemed Liquidation Event (as defined below), or (vi) enter into any agreement with respect to any of the foregoing. B. A “Deemed Liquidation Event” will mean: (a) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation. The Corporation shall not have the power to effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the Corporation will be allocated among the holders of capital stock of the Corporation in accordance hereof.

No shares of Series B Preferred Stock were issued and outstanding as of December 31, 2017.

Series C Preferred Stock

The following summary of the Company’s Series C Preferred Stock is merely a summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.

Designation and Amount:

The total number of shares of Series C Preferred Stock this Corporation is authorized to issue is two (2) shares, with a stated par value of $0.00001 per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series C Preferred Stock and holders thereof are as follows unless otherwise agreed to by agreement between the Corporation and the purchasers of the Series C Preferred Stock. For clarification, issuances of additional authorized shares of Series C Preferred Stock under the terms herein and as agreed to by and between the Corporation and the holder of such Series C Preferred Stock shall not require the authorization or approval of the existing shareholders of any other class of preferred stock.

Ranking:

The Series C Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Corporation’s Common Stock (“Common Stock”), (b) junior with respect to dividends and right of liquidation with the Corporation’s Series A Preferred Stock and the Corporation’s Series B Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Corporation. Without the prior written consent of Holders holding a majority of the outstanding shares of Series C Preferred Stock, the Corporation may not issue any Preferred Stock that is senior to the Series C Preferred Stock in right of dividends and liquidation.

Liquidation Preference:

The Series C Preferred Stock shall have no liquidation preference.

Conversion:

The Series C Preferred Stock shall not be convertible.

Voting:

Each issued and outstanding shares of Series C Preferred Stock shall be entitled to One Billion (1,000,000,000) votes at each meeting of shareholders of the Company with respect to any and all matters presented to the shareholders of the Company for their action or consideration (by vote or written consent). Holders of shares of Series C Preferred Stock shall vote together with the holders of Common Shares as a single class.

Dividends:

Series C Preferred Stock shall not accrue dividends.

Redemption:

The Series C Preferred Stock shall not be redeemable by the Corporation.

No shares of Series C Preferred Stock were issued and outstanding as of December 31, 2017.

Series D Preferred Stock

The following summary of the Company’s Series D Preferred Stock is merely a summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.

Designation and Amount:

The total number of shares of Series D Preferred Stock this Corporation is authorized to issue is one million (1,000,000) shares, with a stated par value of $0.00001 per share with such powers, preferences, rights and restrictions which shall be determined by the Corporation’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the shareholders of the Corporation.

No shares of Series D Preferred Stock were issued and outstanding as of December 31, 2017.

Common Stock

The Company is authorized to issue 1,000,000,000 shares of common stock at a par value of $0.00001.

~~b) At inception~~ Subsequent to year end, on ~~September 8, 2014, 20,000,000~~March 14, 2018 the Company increased the authorized Common Shares to 1,000,000,000 (see Note 9).

On June 27, 2017, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 50,000,000 shares of common stock to the stockholders of 12HK in exchange for the 12HK Shares. As a result of the reverse acquisition accounting, these shares issued to the former 12HK stockholders are treated as being outstanding from the date of issuance of the 12HK Shares.

The 50,000,000 shares of common stock consisted of the following;

	●	25,000,000 shares of common stock were outstanding as of December 31, 2015 (12HK)
	●	During the year ended December 31, 2016, the Company issued another 25,000,000 shares of common stock in settlement of amounts due to stockholders totaling $256,000 (Note 7) (12HK)

These 50,000,000 12HK shares were exchanged for 50,000,000 12 Retech shares on June 27, 2017, but are accounted for as if issued by the Company due to the reverse merger accounting rules.

Subsequent to June 27, 2017 and duringthe year ended December 31, 2017, the Company issued common shares as follows;

	●	5,000,000 shares of common stock in connection with the acquisition of 12JP (Note 1)
	●	3,807,976 shares of common stock with the acquisition of 12EU (Note 1)
	●	2,700,000 shares of commons stock to unrelated parties for services valued at $474,000

During the year ended December 31, 2017, under the terms for the acquisition of 12JP, 5,000,000 shares of common stock beneficially owned by the Company’s majority stockholder were cancelled (Note 1).

On July 13, 2017, the Company reached an agreement with a vendor shareholder to return 3,000,000 shares of its common stock to treasury for cancellation.

As of December 31, 2017 and 2016, 82,200,000 and 50,000,000 shares of common stock were issued ~~to the sole director of the Company at $0.001 per share for cash proceeds of $20,000.~~

~~c) During the year ended November 30, 2015, the Company issued a total of 4,082,004 shares of common shares at $0.007 per share for a total of $28,416 to unrelated parties.~~

~~F-8~~

~~Table of Contents~~

~~DEVAGO INC.~~

~~Notes to the Financial Statements~~

~~November 30, 2015~~ and ~~2014~~

outstanding, respectively.

NOTE 5.10 - INCOME TAXES

The Company ~~is subject to~~operates in the United States ~~federal~~and its wholly-owned subsidiaries operate in Japan, Hong Kong and Switzerland and files tax returns in these jurisdictions.

Loss from continuing operations before income ~~taxes at an approximate rate of 35%. The reconciliation of the~~tax expense (benefit) is as follows:

	For the Years Ended
	December 31,
	2017			2016

Tax jurisdiction from:
- US	$	(792,206	)	$	-
- Foreign
Hong Kong (HK)		(415,435	)		(113,009	)
Japan (JP)		(159,443	)		(74,733	)
Switzerland (EU)		(51,671	)		6,702
Loss before income taxes	$	(1,418,755	)	$	(181,040	)

There was no provision for income taxes atfor the years ended December 31, 2017 and 2016, as the Company has tax losses in all jurisdictions. The expected approximate income tax rate for 2017 and 2016, for United States is 34%, Hong Kong is 16.5%, Japan is 30%, and Switzerland is 20%, whereas the actual rate was zero. The total income tax benefit differs from the expected income tax benefit principally due to the valuation allowance recorded against the deferred tax assets which are principally comprised of net operating losses (“NOLs”).

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2017 and 2016:

	December 31,
	2017			2016

Deferred tax assets:
NOL carryforwards
United States – current rate	$	266,934		$	-
United States – effect of change in statutory rate		(102,062	)		-
-Foreign		337,278			210,821
Total		502,150			210,821
Less: valuation allowance		(502,150	)		(210,821	)
Net deferred tax asset	$	-		$	-

On December 22, 2017, the United States ~~federal statutory~~enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate ~~compared~~from 34% to 21%. In addition to applying the ~~Company’s~~new lower corporate tax rate in 2018 and thereafter to any taxable income ~~tax expense as reported is as follows:~~

November 30, 2015 November 30, 2014
Income tax expense at statutory rate $ 14,900 $ 1,750
Change in valuation allowance (14,900 ) (1,750 )
Provision for income taxes $ - $ -

~~Significant components~~we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of ~~the Company’s~~ deferred tax assets and liabilities ~~as at November 30, 2015 after applying enacted corporate income tax rates, are as follows:~~

November 30, 2015 November 30, 2014
Net operating loss carry forwards $ (13,150 ) $ 1,750
Less: Valuation allowance 13,150 (1,750 )
Net deferred tax asset $ - $ -

~~As of November 30, 2015, the~~recorded on our balance sheet. The Company has ~~unused net operating loss carry-forwards~~completed the accounting for the effects of ~~$47,481 which~~the Act during the quarter ended December 31, 2017. Given that current deferred tax assets are offset by a full valuation allowance, these changes will ~~begin~~have no impact on the balance sheet.

The Company applies the authoritative accounting guidance under ASC 740 for the recognition, measurement, classification and disclosure of uncertain tax positions taken or expected to ~~expire~~be taken in ~~twenty years after incurred.~~a tax return. The Company provided a full valuation allowance against its deferred tax assets as of December 31, 2017 and 2016. This valuation allowance reflects the estimate that it is more likely than not that the net deferred tax assets may not be realized.

The Company has approximately $2,480,000 of U.S. and foreign carryforwards, the tax effect of which is approximately $502,000. These carryforwards begin to expire in 2024.

The U. S. NOL carryforwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company has not performed a study to determine if the NOL carryforwards are subject to these Section 382 limitations. In addition, the Company has foreign NOLs. The Company is still evaluating the impact of a change in stock ownership and the potential limitation of foreign NOLs.

A valuation allowance is recorded on certain deferred tax ~~asset~~assets if it has been determined it is more likely than not that all or a portion of these assets will not be realized. The Company has recorded a full valuation allowance of $502,150 and $210,821 for deferred tax assets existing as of ~~November 30, 2015 because it~~December 31, 2017 and 2016, respectively. The valuation allowance as of December 31, 2017 and 2016 is ~~not presently known whether future taxable income will be sufficient~~attributable to ~~utilize~~NOL carryforwards in the ~~loss carry-forwards.~~

United States and foreign jurisdictions. There was an increase in the valuation allowance in the year ended December 31, 2017 of $291,329.

The Company's tax returns are subject to examination by tax authorities in the U.S., various state and foreign jurisdictions. The Company is generally no longer subject to examinations for years prior to 2013.

NOTE 6.11 - COMMITMENTS

The Company and its subsidiaries have lease commitments as follows:

	●	The Company is committed to a 12-month lease until December 31, 2018 for office space in New York City at the rates of $2,095 per month
	●	12JP is committed to a two-year lease that expires May 31, 2018 but will automatically renew for 12 additional months at a monthly lease rate of $715.
	●	12HK rents virtual office space on a yearly lease ending October 1, 2018 for an annual cost of $2,310.
	●	12 Retail rents office space where it has access to conference rooms on an as needed basis for a fee.
	●	EAI is committed to a three-year lease which ends on March 31, 2021 but can be extended at a cost of $4,000 per month. This is a triple net lease whereby the tenant pays all repairs, taxes and common area expenses which total about $600 per month. This lease has annual increase clauses of 3% per year.

Future minimum annual lease payments as of December 31, 2017 are $30,488 for 2018.

NOTE 12 - SEGMENTS

The Company does business on three continents (Asia, North America and Europe) in four different jurisdictions (Hong Kong-special economic zone of the People’s Republic of China, Japan, United States of America, and The European common market through Switzerland). These segments are components of the Company about which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The accounting policies of the segments are the same as those described in Note 3, Summary of Significant Accounting Policies.

	North America			Asia			Europe			Total
December 31, 2017
Revenue	$	-		$	60,787		$	-		$	60,787
Depreciation	$	-		$	9,351		$	6,749		$	16,100
Operating loss	$	(732,965	)	$	(574,878	)	$	(51,671	)	$	(1,359,514	)
Interest expense	$	59,241		$	-		$	-		$	59,241
Net loss	$	(792,206	)	$	(574,878	)	$	(51,671	)	$	(1,418,755	)

Fixed assets, net	$	-		$	7,383		$	1,232		$	8,615
Total assets	$	20,394		$	84,206		$	27,886		$	132,486

December 31, 2016
Revenue	$	-		$	99,683		$	20,306		$	119,989
Depreciation	$	-		$	11,228		$	9,747		$	20,975
Operating income (loss)	$	-		$	(187,743	)	$	6,703		$	(181,040	)
Interest expense	$	-		$	-		$	-		$	-
Net loss	$	-		$	(187,743	)	$	6,703		$	(181,040	)

Fixed assets, net	$	-		$	11,985		$	14,116		$	26,101
Total assets	$	-		$	127,730		$	14,650		$	142,380

NOTE 13 - SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after ~~November 30, 2015~~December 31, 2017 and through the date of this filing in accordance with FASB ASC 855, “Subsequent Events”. The Company determined that it does ~~not~~ have ~~any~~a material subsequent events to ~~disclose.~~disclose as follows;

Subsequent Events:

On January 10, 2018, LG funded their “back end note” which is the second half commitment from the agreements that the Company executed with LG on December 8, 2017. Therefore, the Company received net funds of $75,000.

On January 11, 2018, Cerberus funded their “back end note” which is the second half commitment from the agreements that the Company executed with Cerberus on December 8, 2017. Therefore, the Company received net funds of $ 75,000.

On January 31, 2018, the Company sold 203,000 shares of Series B Preferred Stock to Geneva Roth Remark Holdings, Inc. (“Geneva”) in exchange for $203,000 before fees.

On March 16, 2018, the Company entered into a $50,000 Funding Agreement with Eagle Equities, LLC. This is the first portion of the agreement, which provides for a ‘back end note” of equal amount.

On March 19, 2018, the Company entered into a $50,000 Funding Agreement with Adar Bays Capital, LLC. This is the first portion of the agreement, which provides for a “back end note” of equal amount.

On March 20, 2018, Geneva agreed to purchase an additional 63,000 Series B Preferred shares for $63,000 under the same terms as the initial purchase on January 31, 2018.

12 ReTech Corporation Debt Schedule as of March 31, 2018

Lender or Lessor	Date of Issuance		Initial Principal Amount		Funds Advanced (Received by Company)		Expenses Associated with Debt (excludes OID)		Balance Amount @ 20180331		Interest Rate			Conversion Date (if applicable)		Maturity Date		Monthly Payment, if applicable	Secured? If so, describe security interests (for leases list leased item)	Convertible? If so, describe the structure	Contingencies? If so, describe the terms	Partially or Fully Guaranteed by Another Entity? If so, specify	Other Relevant Information
LG Capital		20180108	$	92,646.00	$	75,000.00	$	4,411.75	$	100,984.14		9% / 24% default			On Default		20180708	None Required	No	On Default/ 25%		No	Convertible Upon Default
Cerberus		20180108	$	92,646.00	$	75,000.00	$	4,411.75	$	100,984.14		9% / 24% default			On Default		20180708	None Required	No	On Default / 25%		No	Convertible Upon Default
Geneva Roth Remark Holdings		20180129		N/A	$	200,000.00	$	3,000.00		N/A		12% / 22 % default			20180728		None	None Required	No	Lesser of 35% or $0.20		No	Preferred Equity - Series B Preferred - 203,000
Eagle Equities		20180315	$	50,000.00	$	47,500.00	$	2,500.00	$	52,776.16		12	%		20180911		None	None Required	No	40% discount		No	Convertible Promissory Note
Adar Bay		20180315	$	50,000.00	$	47,500.00	$	2,500.00	$	52,776.16		12	%		20180911		None	None Required	No	40% discount		No	Convertible Promissory Note
Geneva Roth Remark Holdings		20180315		N/A	$	60,000.00	$	3,000.00		N/A		12% / 22 % default			20180911		None	None Required	No	Lesser of 35% or $0.20		No	Preferred Equity - Series B Preferred - 63,000

On March 14, 2018 the company entered into a Securities Purchase Agreement with EMA Financial whereby the Company issued to a 9% Convertible Note (“Note”) to EMA Financial, LLC (“EMA”) in the principal amount of $100,000. The Company shall net $89,000. The conversion price of the Note is $0.05 provided however, if certain conditions are triggered the conversion price shall equal the lower of: (i) the closing sale price of the Common Stock on the Principal Market on the Trading Day immediately preceding the Closing Date, and (ii) 60% of either the lowest sale price for the Common Stock on the Principal Market during the twenty (20) consecutive Trading Days including and immediately preceding the Conversion Date, or the closing bid price, whichever is lower. The Note shall be redeemed at 150% of outstanding principal and interest.

On March 30, 2018, the Company entered into an amendment to the note with SBI Investments affecting the September 15, 2017 $200,000 tranche that was now eligible for conversion at a discount to market. The Company agreed to pay $25,000 to SBI for each 30-day extension. The extension amount is automatically added to the face value of the note after each 30-day period. Management determined that this extension was in the best interest of shareholders allowing the Company to defer cash payment until more substantial funds were available and/or to delay conversion. SBI has agreed to a minimum of a 3-month extension under these same terms and has indicated a willingness to extend even beyond that due date.

On April 12, 2018 and subsequent to the year ended December 31, 2017, the Company entered into an engagement agreement with Tellson Securities, Inc. F/K/A 41 North Securities (“Tellson”) whereby Tellson was hired to raise $5 million in preferred equity for the Company to make acquisitions and expand operations and at the appropriate time to assist the Company for up-listings to a recognized exchange like the NASDAQ Market.

F-26

~~F-9~~

~~Table of Contents~~

~~Item~~ITEM 9. ~~Changes In~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our independent auditors on accounting or financial disclosures.

KLJ & Associates, LLP (“KLJ”) was the Company’s auditor from inception until the acquisition of 12 Hong Kong, Ltd which occurred on June 27, 2017. Pursuant to Section 12230 of the Securities and ~~Disagreements~~Exchange Commission Financial Reporting Manual, which states in part, “unless the same accountant reported on the most recent financial statements of both the registrant and the accounting acquirer, a reverse merger acquisition always results in a change in accounts.” Therefore, on September 26, 2017 Management received notification that KLJ needed to resign in favor of Anthony Kam & Associates, Ltd (“AKAM”) who had performed the 2-year audit on 12 Hong Kong, Ltd the reverse merger acquirer. (see form 8-k filed with ~~Accountants~~the SEC on ~~Accounting~~October 02, 2017).

On September 26, 2017 we engaged AKAM as our principal accountant to audit our financial statements as successor to KLJ. During our two most recent fiscal years or subsequent interim periods, we have not consulted with AKAM regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor did AKAM provide advice to our company, either written or oral, that was an important factor considered by our company in reaching a decision as to the accounting, auditing or financial reporting issue, other than the 2 year audit of 12 Hong Kong, Ltd.

Further, during our two most recent fiscal years or subsequent interim period, we have not consulted AKAM on any matter that was the subject of a disagreement or a reportable event

Pursuant to Section 12230.1 of the Financial Reporting Manual, KLJ had to resign in favor of “AKAM”, who performed the two-year audit on 12 Hong Kong, Ltd and ~~Financial Disclosure~~

~~No events occurred requiring disclosure~~KLJ had reviewed in preparation of the “super 8K” filed by the Company in regards to the acquisition of 12 Hong Kong. AKAM agreed to continue as the Company’s auditor.

On January 4, 2018 the Company received a letter from the United States Securities and Exchange Commission (“SEC”) stating that the Public Company Audit Oversight Board (“PCAOB”) had revoked the registration of our auditors, AKAM. (See form 8-k filed with the SEC on January 9, 2018).

Prior to receipt of this letter from the SEC, Management, under ~~this Item 9.~~

direction of the Board of Directors, had already been interviewing other potential candidates to be the Company’s PCAOB registered auditing firm. The decision by the Board to interview for a new auditor was not a result of any disagreement with our then current (now prior) auditors either AKAM or KLJ.

Our fiscal year end was changed on September 12, 2017 (See Form 8-K filed on September 13, 2017) from a November 30 to a December 31 year end.

On February 12, 2018 the Company’s Board of Directors engaged with the PCAOB registered accounting firm, Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“RM”) of Saddle Brook, New Jersey, and New York City, N.Y, as the Company’s independent registered public certifying accountant to perform audit services for the 24-month period(s) ended December 31, 2017.

RM has not previously been engaged with nor consulted with the Company nor anyone affiliated with the Company regarding any matters related to the Company during the preceding 2-year period nor any interim period.

The Company has not received any letter from RM nor any prior certifying accountant regarding any disclosures not already publicly filed, nor has there been any disagreement with any Auditors related to accounting or financial disclosures.

~~Item~~ITEM 9A. ~~Controls and Procedures~~

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~As required by Rule 13a-15 under~~

Our management, with the ~~Securities Exchange Act~~participation of ~~1934, we have carried out an evaluation of~~our Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this ~~annual report, being November 30, 2015. This~~report. Based on that evaluation, ~~was carried out under the supervision and with the participation of our management, including~~ our Chief Executive Officer and Chief ~~Financial Officer.~~

~~Disclosure~~Accounting Officer concluded that our disclosure controls and procedures, ~~are controls and other procedures~~as of December 31, 2017 were not effective such that ~~are designed to ensure that~~the information required to be disclosed by us in ~~our~~ reports filed ~~or submitted~~ under the ~~Securities~~ Exchange Act ~~of 1934~~ is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and ~~forms. Disclosure controls~~forms and ~~procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is~~(ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief ~~Financial~~Accounting Officer, as appropriate to allow timely decisions regarding ~~required~~ disclosure.

~~Based upon~~ A control system cannot provide absolute assurance, however, that ~~evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as~~the objectives of the ~~end~~controls system are met, and no evaluation of ~~the period covered by this annual report.~~

controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the ~~Securities~~ Exchange ~~Act~~Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of ~~1934). Management has assessed~~financial reporting and the preparation of financial statements for external purposes.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the principal executive officer and principal financial officer, evaluated the effectiveness of ~~our~~the Company’s internal control over financial reporting as of ~~November 30, 2015 based on~~December 31, 2017. In making this assessment, our management used the criteria ~~established in Internal Control-Integrated Framework issued~~set forth by the Committee of Sponsoring Organizations of the Treadway ~~Commission. As a result of this assessment,~~Commission (“COSO”) in Internal Control – Integrated Framework. Based on the criteria established by COSO, management concluded that ~~as of November 30, 2015, our~~the Company’s internal control over financial reporting was not ~~effective. Our~~effective as of December 31, 2017 as a result of the identification of the material weaknesses described below.

Specifically, management identified the following ~~material weaknesses in our~~control deficiencies: (1) The Company has not properly segregated duties as one or two individuals initiate, authorize and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control ~~over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii)~~system.; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC ~~guidelines.~~

~~We plan~~guidelines and (3) the Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Our Company plans to take steps to enhance and improve the design of our internal ~~control~~controls over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we ~~hope~~plan to implement the following changes during our fiscal year ending ~~November 30, 2016:~~December 31, 2018: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out ~~in (i) and (ii)~~ are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Accordingly, while the Company has identified certain material weakness in its system of internal control over financial reporting, it believes that is has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with accounting principles generally accepted in the United States of America. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

This annual report does not include an attestation report of ~~our~~the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by ~~our~~the Company’s independent registered public accounting firm pursuant to ~~an exemption for non-accelerated filers set forth in Section 989G~~rules of the ~~Dodd-Frank Wall Street Reform and Consumer Protection Act.~~

~~Remediation of Material Weakness~~

~~We are unable~~Securities Exchange Commission that permit the Company to ~~remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. We are currently~~provide only management’s report in ~~the process of hiring an outsourced controller to improve the controls for accounting and financial reporting.~~

this annual report.

~~Table of Contents~~

Changes in Internal Control Over Financial Reporting

~~There~~

During the year ended December 31, 2017 there were no changes in the Company’s internal ~~control~~controls over financial reporting ~~during~~known to the ~~quarter ended November 30, 2015~~Chief Executive Officer or the Chief Accounting Officer that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

~~Limitations on the Effectiveness of Internal Controls~~

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.

~~Item 9B. Other Information~~

~~None~~

PART III

~~Item~~ITEM 10. ~~Directors, Executive~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE COVERNANCE

Indemnification of Officers and ~~Corporate Governance~~

Directors.

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation provide that no director or officer of our company will be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the unlawful payment of dividends. In addition, our bylaws permit for the indemnification and insurance provisions in Chapter 78 of the NRS.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling our company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

Further, in the normal course of business, we may have in our contracts indemnification clauses, written as either mutual where each party will indemnify, defend, and hold each other harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties; or single where we have agreed to hold certain parties harmless against losses etc.

Term of Office for Directors.

Each director of the Company serves for a term of one year and until his successor is elected and qualified at the next Annual Shareholders’ Meeting, or until his death, resignation or removal. Each officer of the Company serves for a term of one year and until his successor is elected and qualified at a meeting of the Board of Directors.

The following ~~table~~ sets forth ~~the name, age and position of~~information about our ~~current director~~directors and executive ~~officer.~~

officers as of December 31, 2017

~~Name~~NAME	~~Age~~AGE	~~Position(s)~~POSITION
~~Jose Armando Acosta Crespo~~Angelo Ponzetta	3557	~~President,~~Chairman of the Board, Chief Executive Officer, ~~Principal Executive Officer,~~ Secretary, President
Daniele Monteverde	66	Chief Financial Officer, ~~Principal Financial Officer, Principal Accounting Officer, Secretary &~~ Director
Kirk Kimerer	52	Chief Marketing Officer
Richard J. Berman	75	Advisory Board Member

The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Officers of the Company serve at the will of the Board of Directors. There are no agreements or understandings for any officers or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.

Appointment of new directors and officers (last five years to present)

Mr. Angelo Ponzetta - President, Chief Executive Officer, Secretary and Chairman of the Board of Directors & Founder. Mr. Ponzetta also serves as the sole director and officer of 12 Hong Kong, Ltd, 12 Retail Corporation and as President and Director of 12 Europe A.G.:

Mr. Ponzetta has served as our Chief Executive Officer, President, Secretary and Chairman of the Board of Directors since June 27, 2017. Mr. Ponzetta served as the Chief Executive Officer and Secretary of 12 Hong Kong, Ltd from 2010 and still serves in that capacity since 12 Hong Kong was acquired by the Company on June 27, 2017. Mr. Ponzetta has extensive experience in technology, engineering and retail. It was based on these experiences that he became the driving force behind the Company’s disruptive technology designed to help retailers compete effectively against the dual threats posed by Walmart and Amazon.

Mr. Ponzetta was educated in Switzerland where he obtained his first degree in Engineering Micro-Computer from Bern Technikum. He also has a Bachelor’s Degree in Organizational Management from the OMS in Zurich, and a Bachelor’s Degree in Business Administration from the GSBA in Zurich.

In the technology field, Mr. Ponzetta worked for over 10 years in programming and development of processing systems at Kern AG and then in the IT department of a Swiss Bank.

His retail career began in 1992 in Asia when he joined the Swiss Trading company UTC Japan, in the position as Executive Director to oversee the entire Finance and Marketing department of Fashion, Jewelry, and Watches. In 1994, he was then promoted to President and Representative Director, and managed the entire company including offices in Taiwan, Singapore and Hong Kong.

In 1999, he joined CARAN d’ACHE (Luxury Writing Instruments, leather and Fine Art Material manufacturer based in Geneva), to build up the brand in Japan. In 2001, his responsibilities were expanded to oversee all over Asia Pacific as Asia President.

Mr. Ponzetta has been actively involved in many business organizations including several Foreign Chambers of Commerce in Japan. He served on the EBC (European Business Council) Board of Governors, as well as the Board of the Japan-Swiss Society, and was for a full term of two years (2005/2006) the President of the Swiss Chamber & Commerce in Japan.

Mr. Daniele Monteverde - Chief Financial Officer and Director:

Mr. Monteverde was appointed as Chief Financial Officer on June 27, 2017 and as a director of the Company on October 30, 2017 and has served in those capacities since.

From 2015 to the present, Mr. Monteverde has served as the President and Chief Executive Officer of 12 Japan, Ltd where he was instrumental in obtaining the Company’s first retail customer to purchase and use the Company’s cutting-edge technology: Itoya, Ltd. This relationship demonstrates the effectiveness of the company’s technology offerings.

In addition to his responsibilities on behalf of the Company, Mr. Monteverde owns and operates a number of successful companies: CEO of Aquarium, Inc a video production, editing and recording company for marketing, distribution and other commercial applications located in Japan (2005- present), Vice President & founding partner (2010-2011) of Alliance Global Partners, Inc in the Advertising and communications sectors , and President & CEO (2010-2012) of S International Architects, Inc., concept development and architectural design.

Mr. Monteverde holds a Ph.D. in Engineering (Specializing in Business Administration) from the University of Buenos Aires.

~~Set forth below~~

Kirk Kimerer - Chief Marketing Officer:

Mr Kimerer was appointed as Chief Marketing Officer of the Company on October 13, 2017.

Kirk has spent decades in online publishing working with countless digital properties to increase revenue through emerging technologies, including Linn Media, Gannett and Scripts. At 12 ReTech and its subsidiaries, he leads the development and implementation of our marketing efforts with a crucial role that spans programmatic advertising, marketing, publishing, e-commerce development and industry-leading innovation.

In 2013, Kimerer ran the digital media operations for the Review Journal in Las Vegas, Nevada. In 2014, inspired by the changing digital landscape, he founded Apollo Media Network, a lifestyle network of websites reaching over 10 million unique monthly users. In 2016, he sold the company to a public entity, where he managed the digital media division prior to joining the Company.

Richard J. Berman - Advisory Board Member:

Richard J. Berman was appointed as an Advisory Board Member of the Company on October 30, 2017.

Richard Berman’s business career spans over 35 years of venture capital, senior management and merger & acquisitions experience. Mr. Berman is a ~~brief description~~well-respected and seasoned professional, senior executive and public company Board member with extensive experience in many business sectors including finance, technology, retail, bio-science and real estate.

Mr. Berman has served as a director or officer of more than a dozen public and private companies. In 2016 he joined the advisory Board of Medifirst, while in 2014 he was elected Chairman of MetaStat Inc. From 2006-2011, he was Chairman of National Investment Managers, a company with $12 billion in pension administration assets. Mr. Berman is a director of three public healthcare companies: Advaxis, Inc., Caladrius Biosciences, Inc., and Cryoport Inc.

From 2002 to 2010, he was a director of Nexmed Inc where he also served as Chairman/CEO in 2008 and 2009 (now called Apricus Biosciences, Inc.). From 1998-2000, he was employed by Internet Commerce Corporation (now Easylink Services) as Chairman and CEO, and was a director from 1998 to 2012. Previously, Mr. Berman worked at Goldman Sachs; was Senior Vice President of Bankers Trust Company, where he started the M&A and Leveraged Buyout Departments; created the largest battery company in the world in the 1980’s by merging Prestolite, General Battery and Exide to form Exide Technologies (XIDE); helped to create what is now Soho (NYC) by developing five buildings; and advised on over $4 billion of M&A transactions in over 300 deals.

He is a past Director of the ~~background~~Stern School of Business of NYU where he obtained his BS and ~~business experience~~MBA. He also has US and foreign law degrees from Boston College and The Hague Academy of ~~our executive~~International Law, respectively.

Resignations of officer and ~~director.~~

Board directors (last 5 years)

Former Officers and Directors:

Jose Armando Acosta ~~age 35, has seven (7) years’ experience~~Crespo – Former President, Chief Executive & Financial Officer and Secretary.

Mr. Crespo served as ~~a business developer, quality consulting~~President, Chief Executive Officer, Chief Financial Officer, Secretary and ~~project management.~~ sole Director from inception (September, 2014) until June 27, 2017 when Angelo Ponzetta was appointed.

From November 2010 to February 2012, Mr. ~~Acosta~~Crespo was the Director of Technology in Santo Domingo, Dominican Republic for Servicio de Transacciones Seguras STS, a high-tech solutions company. In November of 2012, he formed and developed DIACO Business SRL dba DIACO Events, a private and corporate event management and event planning services firm. From August 2013 to November 2014, Mr. Acosta worked for an IT Department as a Continuous Improvement & Project Manager Consultant in Santo Domingo, Dominican Republic for Nearshore Call Center Services, a BPO company in the call center industry.

Mr. Acosta holds a Bachelor’s Degree in Business Administration from the Instituto Tecnologico of Santo Domingo ~~“INTEC.”~~

“INTEC”.

~~Table of Contents~~

~~Mr. Acosta professional qualifications include a Business Process Management Certificate from Quality Point Business School of Santo Domingo, Dominican Republic.~~

~~Aside from that provided above, Mr. Acosta does not hold and has not held over~~To our knowledge, during the ~~past~~last five years ~~any other directorships in any company with~~none of our directors and executive officers (including those of our subsidiaries) has:

●	Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
●	Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses,
●	Been subject to any order, judgment or decree, not subsequently reversed suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
●	Been found by a court jurisdiction of contempt (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Board Composition and Committees

Other than the formation of a ~~class of securities registered pursuant to Section 12~~non-voting Advisory Board no committees of the ~~Exchange Act or subject to the requirements~~Board of ~~Section 15(d) of the Exchange Act or any company registered as~~directors have been formed.

Audit Committee

We have not yet appointed an ~~investment company under the Investment Company Act of 1940.~~

Mr. Acosta was appointed Director because of his experience in the field of high-tech solutions, strong entrepreneurial background which lead him to founding an event management company along with his solid businessaudit committee and ~~marketing experience and education.~~

~~Term of Office~~

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors ~~and hold office until removed by~~currently acts as our audit committee. At the ~~board.~~

~~Family Relationships~~

~~There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.~~

~~Involvement in Certain Legal Proceedings~~

During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:

1. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before thepresent time, ~~of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;~~

~~2. Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~

3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~ii. Engaging in any type of business practice; or~~

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

~~Table of Contents~~

5. Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~i. Any Federal or State securities or commodities law or regulation; or~~

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

~~iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~

8. Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Committees of the Board~~

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directorswe believe that ~~it is not necessary to have such committees, at this time, because~~ the ~~functions~~members of ~~such committees can be adequately performed by the board of directors.~~

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors are collectively capable of analyzing and weevaluating our financial statements and understanding internal controls and procedures for financial reporting. We do ~~not have any specific process or procedure~~look for ~~evaluating such nominees. The board~~oversight advice from our Advisory Board as well. Our company, however, recognizes the importance of good corporate governance and intends to appoint an audit committee comprised entirely of independent directors, ~~will assess all candidates, whether submitted by management or shareholders,~~including at least one financial expert upon completing an acquisition of an operating company.

Advisory Board of Directors:

On October 30, 2017 the Company has created an Advisory Board of Directors to bring additional experience and ~~make recommendations for election or appointment.~~

~~A shareholder who wishes~~strategic contacts to ~~communicate with our board~~the Company. As of ~~directors may do so by directing a written request addressed to our CEO and director, Jose Acosta, at~~ the ~~address appearing on the first page~~filing of this ~~annual report.~~

~~Code of Ethics~~

~~We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We~~report the Advisory Board has only ~~have~~ one ~~officer and director and do not believe we need a code of ethics at this time.~~

member; Richard J. Berman (See above for full bio). The Company is actively interviewing other qualified candidates for future consideration.

~~Item~~ITEM 11. EXECUTIVE COMPENSATION

Overview of Compensation Program

We currently have not appointed members to serve on a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable and competitive.

Role of Executive Officers in Compensation

Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and Directors of the Company. Decisions regarding the non-equity compensation of other employees of the Company are made by management.

The table below summarizes ~~all~~the total compensation ~~awarded~~paid to or earned by ~~or paid to~~ our ~~former or current executive officers~~Executive Officers, for the ~~fiscal~~ years ended ~~November 30, 2015~~December 31, 2017 and ~~2014.~~

2016.

Summary Compensation Table

Name and Principal Positions

Year

Accrued and Paid Compensation

Bonus

Option Awards

Non-Equity Incentive Plan Compensation

Equity Compensation

All Other Compensation

Total

Angelo Ponzetta, CEO, Chairman

2016

None

Angelo Ponzetta, CEO, Chairman (1)

2017

20,000

None

20,000

Daniele Monteverde
CFO, Director

2016

None

Daniele Monteverde CFO, Director (2)

2017

20,000

None

20,000

Kirk Kimerer
CMO (3)
Joined 10/19/17

2017

7,500

None

7,500

Richard J. Berman
Advisory Board (4)
Joined 10/30/17

2017

25,000

None

25,000

Footnotes:

~~SUMMARY COMPENSATION TABLE~~(1)	Angelo Ponzetta’s monthly salary is to be $10,000 per month beginning in November 2017. Mr. Ponzetta was paid $10,000 in November and $10,000 in December. However, Mr. Ponzetta has agreed to defer regular payment until the Company has more consistent cash flow.
~~Name and principal position~~(2)	~~Year~~	~~Salary ($)~~	~~Bonus~~ ~~($)~~	~~Stock~~ ~~Awards~~ ~~($)~~	~~Option~~ ~~Awards~~ ~~($)~~	~~Non-Equity~~ ~~Incentive Plan~~ ~~Compensation~~ ~~($)~~	~~Nonqualified~~ ~~Deferred~~ ~~Compensation~~ ~~Earnings~~ ~~($)~~	~~All Other~~ ~~Compensation~~ ~~($)~~	~~Total~~ ~~($)~~ Daniele Monteverde’s monthly salary is to be $10,000 per month beginning in November 2017. However, Mr. Monteverde has agreed to defer regular payment until the Company has more consistent cash flow.
~~Jose Armando Acosta Crespo~~ ~~Sole officer~~(3)	Kirk Kimerer was paid monthly salary of $2,500 in November 2017 and ~~director~~$5,000 in December 2017. Mr. Kimerer’s monthly salary is to be $8,000 per month for the period of January through April 2018 and then $12,500 per month starting in May 2018.
(4)	~~2015~~ ~~2014~~	- -	- -	- -	- -	- -	- -	~~5,000~~ -	- - Richard J. Berman was paid a signing bonus of $25,000 in December 2017 and is to be compensated at the rate of $10,000 per month. Unlike the unpaid portions of the compensation to the other officers and directors listed above, the Company is accruing for any portion of Mr. Berman’s compensation that remains unpaid.

~~Narrative Disclosure~~

The Company does not currently offer stock options or warrants and does not have any plans to ~~the Summary Compensation Table~~

do so. The Company may at a later date institute a restricted Stock plan to incentivize employees.

Employment Agreements

There are no ~~formal~~employment agreements in place at the Company although there are the following employment agreements at the subsidiary level:

Daniel Wong, 12 Hong Kong Ltd Chief Operating & Technology Officer.

Mr. Wong. (50 years of age) was appointed on Jan. 1, 2018 as the Chief Operating and Technology Officer of 12 Hong Kong, Ltd under an unspecified term on an “at will” basis agreement with 12 Hong Kong, Ltd with an annual Salary of $150,000 U.S. As part of his employment agreement Mr. Wong will be incentivized based on the results of 12 Hong Kong Ltd on a to ~~compensate our sole officer for his services. When applicable, our officer~~be determined basis. His qualifications are:

Mr. Wong is ~~reimbursed for expenses incurred~~a veteran of the consumer electronics, mobile phone, and internet industries with over 20 years’ experience in Greater China and Silicon Valley. Mr. Wong was most recently Managing Partner at Landon Financial Advisors, where he was working on ~~our behalf.~~

~~We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs~~smart home and technology related projects. He is also a mentor and advisor to several startups. As CEO of artificial intelligence startup Rokid, Mr. Wong brought to market a cutting-edge home AI product that captured numerous industry accolades, including CES Innovation Award 2016 and 2017. As Vice President of Media Solution Center at Samsung, Mr. Wong was responsible for the ~~benefit~~software and services on Samsung mobile phones, tablets, smart TVs and wearables in China. Previous to that, he ran one of ~~our officer.~~

~~Outstanding Equity Awards~~China’s largest mobile ad networks as Chief Operating Officer of Madhouse. At Nokia, Mr. Wong launched and built NSeries into a $1.9B USD business across Greater China (covering China, Hong Kong, and Taiwan). While at ~~Fiscal Year-End~~

~~The table below summarizes all unexercised options, stock~~Nokia, he was also responsible for the company’s Ovi internet services, launching multiple consumer services (app store, games, music, and maps) and establishing the joint-venture company that served as the basis for these services. Under Mr. Wong’s leadership, Nokia became the first foreign entity to obtain an Online Maps license in China’s tightly regulated market. In Silicon Valley, Mr. Wong has ~~not vested,~~held various management positions with industry pioneering companies such as Openwave (WAP and ~~equity incentive plan awards~~mobile internet) and Excite@Home (broadband internet services and portal). Mr. Wong is a frequent industry event speaker and has extensive experience working with media and government. Mr. Wong holds an MBA from Harvard Business School as well as BS Electrical Engineering and MS Materials Science from Stanford University

Stefan Gugisberg, 12 Europe A.G. Chief Executive Officer

Mr. Stefan Gugisberg (48 years of age) was appointed on November 1, 2017 as the Chief Executive Officer of 12 Europe A.G., with an annual salary of $144,000 U.S. on an indefinite contract to lead 12 Europe AG which is based in Switzerland. Stefan’s responsibilities include expanding and implementing the 12 ReTech technologies and Management’s vision in Europe. Under his contract, Mr. Gugisberg is to be included in any future Employee Restricted Stock Plan for ~~each named executive officer~~an amount of compensation to be determined.

Mr. Gugusberg has over 19 years of experience in the European markets in the industries of Information Technology with roles in software development and business solutions. So far, in his career he has managed over 100 personnel at the same time and achieved significant results for companies such as SNV Swiss Standard Association and xtendx, AG. He graduated from University of ~~November 30, 2015.~~

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~
~~OPTION AWARDS~~						~~STOCK AWARDS~~
~~Name~~	~~Number of Securities Underlying Unexercised Options~~ ~~(#) Exercisable~~	~~Number of Securities Underlying Unexercised Options~~ ~~(#) Unexercisable~~	~~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~~ ~~(#)~~
~~Jose Acosta~~	-	-	-	-	-	-	-	-	-

~~Director Compensation~~

~~None.~~

Applied Sciences in Chur, Switzerland with a Master’s Degree, and also has B.A. Degrees in Business, Economy and Law from Zurich University and University at Albany (New York).

~~Item~~ITEM 12. ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table ~~presents~~sets forth certain information regarding the beneficial ~~Ownership~~ownership of our ~~Common Stock~~common stock as of ~~June 1, 2016,~~March 29, 2018 by (i) each person who is known by us to beown beneficially more than 10% of our outstanding common stock; (ii) each of our officers and directors; and (iii) all of our directors and officers as a group.

As of March 29, 2018, there are 82,200,000 common shares outstanding and 5 million Series A Preferred Shares outstanding. Each Series A Preferred Shares is convertible to 20 common shares upon conversion and until conversion allows the holder to 20 votes. Consequently, the chart below is based upon 182,200,000 eligible votes.

Name and Address	Position		Shares Owned(1)		Percentage owned
Angelo Ponzetta Unit 1104, 11/F Crawford House 70 Queens Road Central, Hong Kong - Common Shares		CEO		45,057,976		24.7	%
Angelo Ponzetta Preferred Series A Shares- 4.5 million (Convertible at 1 Series A Preferred Share for 20 common shares)		CEO		Votes: 90,000,000		49.39	%
Angelo Ponzetta - Aggregate		CEO		Votes: 135,057,976		74.13	%
Daniele Monteverde Hanegi 2-41-1, Setagaya-ku, Tokyo 156-0042 - Common Shares		CFO		3,550,000		1.95	%
Daniele Monteverde Preferred Series A Shares- 500 000 (Convertible at 1 Series A Preferred share for 20 common shares)		CFO		Votes: 10,000,000		5.4	%
Daniele Monteverde – Aggregate		CFO		Votes: 13,550,000		7.4	%
All officers and directors as a group (2 persons)				Votes: 148,607,976		81.56	%

SEC Rule 13d-3 generally provides that beneficial ~~owner~~owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. As of December 31, 2017, there are no outstanding warrants and convertible notes payable are owned by investors who are not management, directors or beneficial owners of more than 5%10% of the outstanding shares.

Description of Registrant’s Securities

Company Stock

The aggregate number of shares which this Company has the authority to issue is One Billion Fifty Million (1,050,000,000) shares, consisting of (a) One Billion (1,000,000,000) shares of Common Stock, par value $0.00001 per share (the “Common Stock”) and (b) fifty million (50,000,000) shares of Preferred Stock, par value $0.00001 per share (the “Preferred Stock”). Of the Preferred Stock we have 4 classes designated as; Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.

Series A Preferred Stock which consists of ten million (10,000,000) shares authorized, five million (5,000,000) of which have been issued as of the date of this Report.

Series B. Preferred Stock which consists of one million (1,000,000) shares authorized, with none issued as of the year ended December 31, 2017 but as of the date of this report two hundred sixty-six (266,000) have been issued.

Series C Preferred Stock which consists of two shares none of which have been issued as of the date of this report.

Series D Preferred Stock which consists of ten million (10,000,000) shares of stock that are designated as “Blank Check Preferred” allowing the Board of directors to set the rights privileges and voting as determined by the Board as well as dividing this Series into other series as the need may arise. as of the date of this report none of the Series D. Preferred Stock have been issued.

Common Stock

Each share of Common Stock shall have, for all purposes, one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Company as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Company legally available therefore. The holders of Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Common Stock ~~(ii) each director~~or approval of the common shareholders is required or requested.

Voting Rights

Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, all rights to vote and all voting power shall be vested in the holders of common and Preferred stock. Each share of common stock shall entitle the holder thereof to one vote.

No Cumulative Voting

Except as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, cumulative voting by any shareholder is expressly denied.

Rights upon Liquidation, Dissolution or Winding-Up of the Company

Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed first to holders of Preferred Stock, excluding Series C Preferred Shares and then pro rata to the holders of the common stock.

We refer you to our Articles of Incorporation, any amendments thereto, and certificate of designation Bylaws, and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our ~~company, (iii)~~securities.

Preferred Stock

Series A Preferred Stock

Liquidation Rights:

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Company to the Holders of any Junior Stock by reason of their ownership of such stock an amount per share for each ~~Named Executive Officer~~share of Series A Preferred Stock held by them equal to the sum of the Liquidation Preference. If upon the liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution to the Holders of the Series A Preferred Stock are insufficient to permit the payment to such Holders of the full amounts specified in this Section then the entire remaining assets of the Company legally available for distribution shall be distributed with equal priority and ~~(iv)~~pro rata among the Holders of the Series A Preferred Stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to this Section.

Redemption Rights:

The Series A Preferred Stock shall have no redemption rights.

Conversion:

The “Conversion Ratio” per share of the Series A Preferred Stock in connection with any Conversion shall be at a ratio of 1:20, meaning every (1) one Preferred A share shall convert into 20 shares of Common Stock of the Company (the “Conversion”). Holders of Class A Preferred Shares shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule or regulation), to convert any or all ~~directors~~their shares of the Class A Preferred Shares into Common Stock at the Conversion Ratio.

Voting Rights:

The Holder of each share of Series A Preferred Stock shall have such number of votes as is determined by multiplying (a) the number of shares of Series A Preferred Stock held by such holder; and, ~~executive officers~~(b) by 20. Such voting calculation is hereby authorized by the Company and the Company acknowledges such calculation may result in the total number of possible votes cast by the Series A Holders and all other classes of the Company’s common stock in any given voting matter exceeding the total aggregate number of shares which this Company shall have authority to issue. With respect to any shareholder vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. The holders of Series A Preferred Stock shall vote together with all other classes and series of common and preferred stock of the Company as a ~~group. Unless~~single class on all actions to be taken by the Common Stock shareholders of the Company, except to the extent that voting as a separate class or series is required by law. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

Series B Preferred Stock

Designation and Amount:

The total number of shares of Series B Preferred Stock this Corporation is authorized to issue is One Million (1,000,000), with a stated par value of $0.00001 per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series B Preferred Stock and holders thereof are as follows unless otherwise ~~indicated,~~agreed to by agreement between the Corporation and the purchasers of the Series B Preferred Stock.

Ranking:

Liquidation Preference:

A. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of the Corporation, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series B Preferred Stock, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series B Preferred Stock by reason of their ownership thereof, the Holders of Series B Preferred Stock will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount with respect to each ~~person~~share of Series B Preferred Stock equal to the then Stated Value as adjusted pursuant to the terms hereof (including but not limited to the additional of any accrued unpaid dividends and the Default Adjustment, if applicable). B. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation will be insufficient to make payment in full to all Holders, then such assets will be distributed among the Holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

Conversion:

A. Holders of Series B Preferred Stock shall have the right, exercisable at any time and from time to time (unless otherwise prohibited by law, rule or regulation, or agreement between the Corporation and the holders of the Series B Preferred Stock), to convert any or all their shares of the Series B Preferred Stock into Common Stock. B. Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation will within a reasonable time period make a good faith effort to take such corporate action as may, in the ~~table has sole voting and investment power~~opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. C. Effect of Conversion. On any Conversion Date, all rights of any Holder with respect to the shares ~~shown. Unless otherwise indicated,~~of the ~~address~~Series B Preferred Stock so converted, including the rights, if any, to receive distributions of ~~each beneficial owner is Calle Dr. Heriberto Nunez #11A Edificio Apt. 104 Dominican Republic.~~

~~Table~~the Corporation’s assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of ~~Contents~~

Title of Class Name and Address of Beneficial Owner Shares Beneficially Owned(1) Percent of Common Stock (2)
Common Jose Armando Acosta Crespo 20,000,000 83 %
Officers and Directors as a Group 20,000,000 83 %
5% Shareholders
None

~~(1)~~ ~~As used~~any such Holder to receive certificates (if applicable) for the number of shares of Common Stock into which such shares of the Series B Preferred Stock have been converted.

Voting:

Series B Preferred Stock shall be non-voting on any matters requiring shareholder vote.

Dividends:

Redemption:

The Series B Preferred Stock shall be redeemable by the Corporation as set forth in ~~this table, "beneficial ownership" means~~ the ~~sole or shared power to vote, or to direct~~agreement by and between the ~~voting~~Corporation and the holder of the Series B Preferred Stock.

Protective Provisions:

A. So long as any shares of Series B Preferred Stock are outstanding, the Corporation will not, without the affirmative approval of the Holders of a ~~security,~~majority of the shares of Series B Preferred Stock then outstanding (voting as a class), (i) alter or change adversely the ~~sole~~powers, preferences or ~~shared investment power~~rights given to the Series B Preferred Stock or alter or amend this Certificate of Designations, (ii) authorize or create any class of stock ranking as to distribution of dividends senior to the Series B Preferred Stock, (iii) amend its articles of incorporation or other charter documents in breach of any of the provisions hereof, (iv) increase the authorized number of shares of Series B Preferred Stock, (v) liquidate, dissolve or wind-up the business and affairs of the Corporation, or effect any Deemed Liquidation Event (as defined below), or (vi) enter into any agreement with respect to any of the foregoing. B. A “Deemed Liquidation Event” will mean: (a) a ~~security (i.e.,~~merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation. b The Corporation shall not have the power to ~~dispose~~effect a Deemed Liquidation Event unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to ~~direct~~ the ~~disposition~~stockholders of the Corporation will be allocated among the holders of capital stock of the Corporation in accordance hereof.

Series C Preferred Stock

The following summary of the Company’s Series C Preferred Stock is merely a ~~security).In addition,~~summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for ~~purposes~~a more complete description of the rights and liabilities of holders of our securities.

Designation and Amount:

The total number of shares of Series C Preferred Stock this ~~table,~~Corporation is authorized to issue is two (2) shares, with a ~~person is deemed,~~stated par value of $0.00001 per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series C Preferred Stock and holders thereof are as follows unless otherwise agreed to by agreement between the Corporation and the purchasers of the Series C Preferred Stock. For clarification, issuances of additional authorized shares of Series C Preferred Stock under the terms herein and as agreed to by and between the Corporation and the holder of such Series C Preferred Stock shall not require the authorization or approval of the existing shareholders of any ~~date,~~other class of preferred stock.

Ranking:

The Series C Preferred Stock will, with respect to ~~have "beneficial ownership"~~dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of ~~any security that such person has~~liquidation with the Corporation’s Common Stock (“Common Stock”), (b) junior with respect to dividends and right of liquidation with the Corporation’s Series A Preferred Stock and the Corporation’s Series B Preferred Stock; and (c) junior with respect to ~~acquire within 60 days after such date.~~

~~(2)~~ ~~The above table is based on current~~dividends and right of liquidation to all existing and future indebtedness of the Corporation. Without the prior written consent of Holders holding a majority of the outstanding shares of ~~24,082,004~~Series C Preferred Stock, the Corporation may not issue any Preferred Stock that is senior to the Series C Preferred Stock in right of dividends and liquidation.

Liquidation Preference:

The Series C Preferred Stock shall have no liquidation preference.

Conversion:

The Series C Preferred Stock shall not be convertible.

Voting:

Dividends:

Series C Preferred Stock shall not accrue dividends.

Redemption:

The Series C Preferred Stock shall not be redeemable by the Corporation.

Series D Preferred Stock

The following summary of ~~June 1, 2016.~~

the Company’s Series D Preferred Stock is merely a summary, we refer you to our Amended and Restated Articles of Incorporation and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.

Designation and Amount:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and those persons who beneficially own more than 10% of the Company’s outstanding shares of common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the Company, except for Forms 3 that were omitted to be filed, we believe that during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

Item 13. Certain Relationships and Related Transactions, and Director ~~Independence~~

~~Except~~Independence.

There are certain conflicts of interest between the Company and our officers and directors. Mr. Angelo Ponzetta our Chief Executive Officer and Chairman was the principal owner and controlling officer of each of our first three acquisitions; 12 Hong Kong Ltd, 12 Japan Ltd and 12 Europe A.G. as such there were some intercompany transactions between the entities as well as transactions with officers that are considered related party transactions. Angelo Ponzetta’s brother Gianni was a shareholder and officer of 12 Europe A.G. and is now a less than 5% shareholder of the Company.

Daniele Monteverde our Chief Financial Officer and director was a both a principal and officer of both 12 Hong Kong Ltd. and 12 Japan. Mr. Monteverde has many business interests, including his ownership of Aquarium Inc which in the past has been a supplier of content for the Company’s interactive Mirrors and marketing videos. These products were provided ~~below~~in the past to the Company at a 50% discount to the market price that Aquarium Inc. would charge other clients, saving the Company about $4,500. For certain periods of time Mr. Monteverde provided “free” office space to 12 Japan, Inc, in the offices of one of his other companies. Management believes that the rental savings were immaterial to the scope of the operation. Mr. Monteverde has many other business interests to which he currently devotes attention and may be expected to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through his exercise of judgment in ~~“Executive Compensation” set forth above, for~~a manner which is consistent with his fiduciary duties to the company.

Other than disclosed in herein. None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past two fiscal years, ~~there have not been, and there is not currently~~or in any proposed ~~any~~ transaction, ~~or series of similar transactions to~~ which ~~we were~~has materially affected or will ~~be a participant in which~~affect the ~~amount involved exceeded or will exceed the lesser of $120,000 or one percent~~Company.

Due to stockholders at December 31, 2017 and 2016 consists of the ~~average of our total assets at year-end for~~following:

	December 31, 2017		December 31, 2016
Daniel Monteverde		8,214		5,012
Angelo Ponzetta		500,798		306,105
Gianni Ponzetta		160,114		101,790
	$	669,126	$	412,907

On August 12, 2017, Gianni Ponzetta loaned CHF 60,000 ($61,584) to the ~~last two completed fiscal years,~~Company, which is included in the December 31, 2017 total. The promissory note is unsecured and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

~~On February 5, 2015, our sole officer and director, Jose Armando Acosta Crespo, loaned us $15,000 to pay Softaddicts under a demand promissory note. The note~~ bears interest at 8%1% per ~~annum. All principal~~annum and ~~accrued interest~~ is due ~~two business days after receipt of the demand for payment. As of November 30, 2015, no~~December 31, 2019.

The other amounts ~~have been paid.~~

due to stockholders are non-interest bearing, unsecured and due on demand.

During the year ended ~~November 30, 2015,~~December 31, 2017 and 2016, total advances and expenses paid directly by stockholders on behalf of the Company ~~entered into~~were $185,060 and $234,674, respectively, and the Company repaid $8,130 and $40,093, respectively. In addition, in 2016, the Company issued 25,000,000 shares of common stock in exchange for $256,000 of amounts due to stockholders.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

●	Disclosing such transactions in reports where required;
●	Disclosing in any and all filings with the SEC, where required;
●	Obtaining disinterested directors consent; and
●	Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an ~~agreement for Jose Armando Acosta Crespo~~Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, we have no independent directors.

Review, Approval or Ratification of Transactions with Related Persons

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 ~~five months of consulting services for $5,000. The services were provided from June to October, 2015. As at November 30, 2015, $1,000 related to~~ the ~~consulting services is payable.~~

information under this item.

Item 14. Principal Accounting Fees and ~~Services~~

~~Below is the table of~~ Services.

Audit Fees

The aggregate fees billed by our ~~auditors~~independent auditor, RotenbergMeril, for professional services rendered for the audits of our annual financial statements of the fiscal years ended December 31, 2016 and 2017 totaled $44,000.

The aggregate fees billed by our prior independent auditor, AKAM, for professional services rendered for the audit of the financial statements of the fiscal years 2015 and 2016 (prior to our recapitalization and change in fiscal year-end from November 30 to December 31) was $4,500. The aggregate fees billed by AKAM for professional services rendered for the review of the financial statements included in our quarterly reports included on Form 10Q for period ending September 30, 2017 was $3,000.

The aggregate fees billed by our prior independent auditor, KLJ, for professional services rendered for the audit of our annual financial statements and reviews of the financial statements included in our quarterly reports on the Form 10-Q for the fiscal year ended November 30, 2016 (prior to our recapitalization and change in fiscal year-end from November 30 to December 31) totaled $8,245. The aggregate fees billed by KLJ for processional services rendered for the reviews of the financial statements included in our quarterly reports on Form 10-Q for the fiscal periods ended February 20, 2017 and May 31, 2017 (prior to our recapitalization and change in fiscal year-end) totaled $1,543.

Audit-Related Fees

None

Tax Fees

None

All Other Fees

None

Audit Fees -Consists of fees for professional services rendered by our independent registered accounting firm for the audit of our annual financial statements and review of the financial statements or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our independent registered accounting firm that are reasonably related to the ~~audits~~performance of the ~~Company’s annual~~audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our independent registered accounting firm for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our independent registered accounting firm, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. In the absence of an Audit Committee the full board of directors performs all of the functions of an audit committee including selecting and engaging our auditors. We do require approval in advance of the performance of professional services to be provided to us by our independent registered accounting firm. Additionally, all services rendered by our independent registered accounting firm are performed pursuant to a written engagement letter between us and the independent registered accounting firm.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(1)(2) Financial Statements. See the audited financial statements for the ~~years ended:~~

Financial Statements for the Year Ended November 30 Audit Services Audit Related Fees Tax Fees Other Fees
2014 $ 5,000 $ 0 $ 0 $ 0
2015 $ 9,250 $ 0 $ 0 $ 0

~~SIGNATURES~~

~~In accordance with~~ Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Devago Inc.~~

12 ReTech Corporation

Date: April 16, 2018	By:	/s/ ~~Jose Armando Acosta Crespo~~Angelo Ponzetta
	~~Jose Armando Acosta Crespo~~ ~~President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer,~~ ~~Principal Financial Officer, Principal Accounting Officer and Director~~	Angelo Ponzetta
	~~June 27, 2016~~	Chief Executive Officer

~~In accordance with Section 13 or 15(d)~~

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the ~~registrant~~Registrant and in the capacities and on the dates ~~indicated:~~

indicated.

12 ReTech Corporation

~~By:~~Date: April 16, 2018		/s/ ~~Jose Armando Acosta Crespo~~Angelo Ponzetta
	~~Jose Armando Acosta Crespo~~ ~~President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer,~~ ~~Principal Financial Officer, Principal Accounting Officer and Director~~ By:	Angelo Ponzetta
	~~June 27, 2016~~Its:	Chairman, Director, President, Chief Executive Officer, (Principal Executive Officer)

		/s/ Daniele Monteverde
	By:	Daniele Monteverde
	Its:	Director Secretary Treasurer Chief Operating Officer (Principal Accounting Officer) (Principal Financial Officer)