UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to .
Commission file number 000-1592411
DKG CAPITAL, INC.
(FORMERLY KNOWN AS STAR ALLY, INC. AND
RERAISE GAMING CORPORATION)
(Exact name of registrant as specified in its charter)
| | | |
NEVADA | | 46-3787845 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
1980 Festival Plaza Drive Suite 530
Las Vegas, Nevada 89135
(Address of principal executive offices, including zip code.)
(702) 463-8880
(Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| Common | OTC Markets |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ (Not required)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☐ NO ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $192,554 as of June 30, 2016
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 521,280,000 shares of common stock as of April 6, 2017.
Documents Incorporated By Reference: None
DKG CAPITAL, INC.
(FORMERLY KNOWN AS STAR ALLY, INC. AND RERAISE GAMING CORPORATION)
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2016
INDEX TO FORM 10-K
| | | | Page No. |
| | | PART I | |
| Item 1. | | Business | 3 |
| Item 1A. | | Risk Factors | 3 |
| Item 1B. | | Unresolved Staff Comments | 3 |
| Item 2. | | Properties | 3 |
| Item 3. | | Legal Proceedings | 3 |
| Item 4. | | Mine Safety Disclosures | 4 |
| | | PART II | |
| Item 5. | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 |
| Item 6. | | Selected Financial Data | 6 |
| Item 7. | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| Item 7A. | | Quantitative and Qualitative Disclosures About Market Risk | 8 |
| Item 8. | | Financial Statements and Supplementary Data | 8 |
| Item 9. | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 9 |
| Item 9A. | | Controls and Procedures | 9 |
| Item 9B. | | Other Information | 11 |
| | | PART III | |
| Item 10. | | Directors, Executive Officers and Corporate Governance | 12 |
| Item 11. | | Executive Compensation | 13 |
| Item 12. | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 14 |
| Item 13. | | Certain Relationships and Related Transactions, and Director Independence | 14 |
| Item 14. | | Principal Accounting Fees and Services | 14 |
| | | PART IV | |
| Item 15. | | Exhibits and Financial Statement Schedules | 16 |
| | | Signatures | 17 |
PART I
Note about Forward-Looking Statements
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and 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. Forward-looking statements may appear throughout this report, including without limitation, the following sections: "Business," "Management's Discussion and Analysis," and "Risk Factors." These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" (Part I, Item 1A of this Form 10-K). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.
Item 1, Business
DKG Capital Inc. (formerly known as Star Ally Inc. and Reraise Gaming Corporation), (the “Company”) located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada.
Our founder Mr. Ron Camacho acquired a variety of poker games, some with patents and some with patents pending, in addition to those we are developing. Each of the games has been acquired or is being developed for different segments of the poker market, namely video poker, brick and mortar, as well as online poker. Several of the games are available on line, at no charge, to test their viability.
After Mr. Ron Camacho resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on July 8, 2016, Mr. Andy Kim was appointed as President and Chief Executive Officer, Secretary and Treasurer. Mr. Kim ended the development and distribution of poker game and shifted focus to develop the binary option software, a financial software for the trading of binary option.
Mr. Andy Kim resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on January 11, 2017 and Mr. Tesheb Casimir became the President and Chief Executive Officer, Secretary and Treasurer. Mr. Tesheb Casimir ended the binary option software development. Mr. Tesheb Casimir’s new business focuses are: 1. Mobile application development; 2. Provision of online marketing services; 3. Operation of self-developed social media platform; and 4. Provision of various leisure services to high net worth clients who are users of our social media platform.
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
| Item 1B, | Unresolved Staff Comments |
The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.
The Company maintains its principal office at 1980 Festival Plaza Drive Suite 530, Las Vegas, Nevada 89135. Our telephone number is (702) 463-8880. The Company has no full time employees and operates out of the President’s office facilities at no cost.
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
| Item 4, | Mine Safety Disclosures |
Not applicable.
PART II
Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our Common Stock is listed to trade in the over-the-counter securities market through the Financial Industry Regulatory Authority ("FINRA") Automated Quotation Bulletin Board System, under the symbol "SALY".
The following table sets forth the quarterly high and low bid prices for our Common Stock during the last fiscal year, as reported by a Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
| | | Bid Price | |
| 2016 Fiscal Year | | Hi | | | Low | |
| March 31, 2016 | | $ | 0.04 | | | | 0.04 | |
| June 30, 2016 | | $ | 0.04 | | | | 0.04 | |
| September 30, 2016 | | $ | 0.3 | | | | 0.3 | |
| December 31, 2016 | | $ | 0.15 | | | | 0.15 | |
| | | | | | | | | |
| 2015 Fiscal Year | | | | | | | | |
| March 31, 2015 | | $ | n/a | | | | n/a | |
| June 30, 2015 | | $ | 0.10 | | | | 0.10 | |
| September 30, 2015 | | $ | 2.00 | | | | 2.00 | |
| December 31, 2015 | | $ | 0.12 | | | | 0.12 | |
On April 5, 2017, the closing price for the common stock on OTC Markets was $0.009 per share.
Holders
As of December 31, 2016, we had 58 holders of our common stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the board of directors deem relevant.
Equity Compensation Plan Information
None
Recent Sales of Unregistered Securities
On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and a 30:1 forward split of our common stock. These corporate actions are now effective. All share amounts have been retroactively adjusted.
The total number of common shares authorized that may be issued by the Company is 5,000,000,000 shares with a par value of $0.001 per share (100,000,000 shares with a par value of $0.001 per share prior to forward split). There are no preferred shares authorized to be issued. There were 521,280,000 shares (17,376,000 shares prior to forward split) of common stock issued and outstanding at December 31, 2016 and 2015, respectively.
During the year ended December 31, 2015, the Company issued 1,650,000 shares (55,000 shares prior to forward split) of its common stock, for services provided, at $0.016 per share ($0.50 per share prior to forward split) for a total cost of $27,500. The fair value of the shares issued was based on the most recent per share price of shares issued for cash.
During the year ended December 31, 2015, the Company issued, for cash, 1,500,000 shares (50,000 shares prior to forward split) of its common stock, at a cost of $0.016 per share ($0.50 per share prior to forward split), recorded at a cost of $25,000.
Use of Proceeds from Registered Securities
The Company is using the proceeds from the sale of its common stock to for general working capital purposes.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None
| Item 6, | Selected Financial Data |
Not required for smaller reporting companies.
| Item 7, | Management's Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.
For the years ended December 31, 2016 and 2015:
We did not generate any revenue during the years ended December 31, 2016 and 2015. During this stage, we built our web site and were primarily focused on acquiring, developing and testing products.
Total operating expenses for the years ended December 31, 2016 and 2015 were $34,873 and $89,846 respectively. General and administrative expenses were $34,873 for the year ended December 31, 2016 compared to $38,838 for the year ended December 31, 2015. Stock based compensation of $Nil was recorded during 2016 compared to $27,500 paid, during 2015, to a number of professional gamblers, for the right to use their image and endorsements. Amortization and written-off of $3,208 was included in general and administrative expense for the year ended December 31, 2016 compared to $2,133 in 2015. Professional fees of $NIL were incurred during the year ended December 31, 2016 compared to $23,508 during the year ended December 31, 2015. Interest expense was $500 and $3,078 during the years ended December 31, 2016 and 2015, respectively. The overall decrease in operating expenses was due to the decreased activity as our business plan matured and sourcing additional endorsements was not required.
Our accumulated deficit on December 31, 2016 was $2,808,320 compared to $2,772,947 on December 31, 2015.
Liquidity and Capital Resources
As of December 31, 2016 we had current assets of $Nil; current liabilities of $10,806, and a working capital deficit of $10,806 as compared to current assets of $13,002; current liabilities of $89,158, and a working capital deficit of $76,156 at December 31, 2015. The increase in the working capital deficit is due to the acquisition of loans payable required to pay for continuing overhead.
Cash Flows from Operation Activities
During the year ended December 31, 2016, the Company used cash, for operating activities, in the amount of $20,861 compared to $57,962 for the year ended December 31, 2015. For the year ended December 31, 2016, cash used in operating activities included a net loss of $35,373 compared to a net loss of $92,924 for the year ended December 31, 2015. The loss for the year ended December 31, 2016 included amortization and written-off of intangible asset in the amount of $3,208 and a non-cash written back of loan and other payables, compared with stock based compensation of $27,500 paid to two consultants for the use of their images and $2,133 for amortization, during 2015. During the year ended December 31, 2016 no change in related party receivable and accounts payable and accruals increased by $11,304, compared to increase in related party receivable and accounts payable by $1,351 and $6,680, respectively for the year ended December 31, 2015.
Cash Flows used in Investing Activities
During the years ended December 31, 2016 and 2015, no cash was used in Investing Activities.
Cash Flows from Financing Activities
During the year ended December 31, 2016 the Company generate $9,210 from note payable from a related party, compared to $25,000 received from the sale of 50,000 common shares, and $25,000 from a related party note payable.
Going Concern
The Company incurred a net losses of $35,373 for the year ended December 31, 2016 and $92,924 for the year ended December 31, 2015 and has accumulated net losses of $2,808,320 at December 31, 2016 and $2,772,947 at December 31, 2015. The Company is still developing its products and has generated no revenue since inception through the year ended December 31, 2016, and anticipates that it will continue to generate losses, until its business plan matures, in the near future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock and ultimately to attain profitability.
Plan of Operations
The Company were in the business of developing software including gaming products (poker games) and after the appointment of Mr. Andy Kim as CEO of the Company on July 8, 2016, he inclined to terminate the development and distribution of poker game and will shift focus to develop the binary option software, a financial software for the trading of binary option. A binary option, or asset-or-nothing option, is type of option in which the payoff is structured to be either a fixed amount of compensation if the option expires in the money, or nothing at all if the option expires out of the money. The success of a binary option is thus based on a yes or no proposition, hence “ binary”. Our detailed plan of operation consists of developing the software, applying for patents and trademarks, apply for international patents and trademarks and market the software to the binary option industry.
Summary of Significant Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our financial statements:
Cash
Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.
Website Development
The Company capitalizes the costs associated with the development of its website. Other costs related to the maintenance of the website are expensed as incurred. Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes.
Stock Based Payments
The Company recognizes stock-based compensation, including stock option grants, warrants and restricted stock grants at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Compensation expense is generally recognized on a straight-line basis over the vesting period.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).
| Item 7A | Quantitative and Qualitative Disclosures About Market Risk |
Not required for smaller reporting companies.
| Item 8 | Financial Statements and Supplementary Data |
See F-1.
DKG CAPITAL, INC.
(FORMERLY KNOWN AS STAR ALLY, INC. AND RERAISE GAMING CORPORATION)
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
AND
FINANCIAL STATEMENTS
For the Years Ended
December 31, 2016 and 2015
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm | F-3 |
| | |
| Balance Sheets | F-4 |
| | |
| Statements of Operations | F-5 |
| | |
| Statements of Changes in Stockholders' Deficit | F-6 |
| | |
| Statements of Cash Flows | F-7 |
| | |
| Notes to Financial Statements | F-8 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM
To the Board of Directors and Stockholders of
DKG Capital, Inc. (formerly known as Star Ally, Inc. and Reraise Gaming Corporation)
Las Vegas, Nevada
We have audited the accompanying balance sheets of DKG Capital, Inc. (formerly known as Star Ally, Inc. and Reraise Gaming Corporation) (the “Company”) as of December 31, 2016 and 2015, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The 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 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 internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DKG Capital, Inc. (formerly known as Star Ally, Inc. and Reraise Gaming Corporation) as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficit that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
April 6, 2017
DKG Capital, Inc.
(Formerly known as Star Ally, Inc. and Reraise Gaming Corporation)
Balance Sheets
| | | December 31, | | | December 31, | |
| | | 2016 | | | 2015 | |
| | | | | | | | | |
ASSETS | |
| | | | | | | | | |
| Current assets | | | | | | | | |
| Cash | | $ | - | | | $ | 11,651 | |
| Related party advances | | | - | | | | 1,351 | |
| Total current assets | | | - | | | | 13,002 | |
| | | | | | | | | |
| Long term assets | | | | | | | | |
Intangible asset, less accumulated amortization of $nil and $3,192 respectively | | | - | | | | 3,208 | |
| Total long term assets | | | - | | | | 3,208 | |
| Total assets | | $ | - | | | $ | 16,210 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | | | | | | | |
| Current liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 8,500 | | | $ | 9,158 | |
| Amount due to former director | | | 2,306 | | | | - | |
| Loan payable - related party | | | - | | | | 30,000 | |
| Notes payable - related parties | | | - | | | | 50,000 | |
| Total current liabilities | | | 10,806 | | | | 89,158 | |
| | | | | | | | | |
| Stockholders' deficit | | ��� | | | | | | |
| Common stock, 5,000,000,000 shares authorized, at | | | | | | | | |
| $0.001 par value, 521,280,000 shares | | | | | | | | |
| issued and outstanding, respectively | | | 521,280 | | | | 521,280 | |
| Additional paid-in capital | | | 2,276,234 | | | | 2,178,719 | |
| Accumulated deficit | | | (2,808,320 | ) | | | (2,772,947 | ) |
| Total stockholders' deficit | | | (10,806 | ) | | | (72,948 | ) |
| | | | | | | | | |
| Total liabilities and stockholders' deficit | | $ | - | | | $ | 16,210 | |
The accompanying notes are an integral part of these financial statements
DKG Capital, Inc.
(Formerly known as Star Ally, Inc. and Reraise Gaming Corporation)
Statements of Operations
| | | For the Years Ended | |
| | | December 31, | |
| | | 2016 | | | 2015 | |
| | | | | | | | | |
| Operating expenses | | | | | | | | |
| General and administrative | | | 34,873 | | | | 38,838 | |
| Product endorsement | | | - | | | | 27,500 | |
| Professional fees | | | - | | | | 23,508 | |
| Total operating expenses | | | 34,873 | | | | 89,846 | |
| | | | | | | | | |
| Loss from operations | | | (34,873 | ) | | | (89,846 | ) |
| | | | | | | | | |
| Other expenses | | | | | | | | |
| Interest expense | | | (500 | ) | | | (3,078 | ) |
| Total other expenses | | | (500 | ) | | | (3,078 | ) |
| | | | | | | | | |
| Loss before provision for income taxes | | | (35,373 | ) | | | (92,924 | ) |
| Net loss | | $ | (35,373 | ) | | $ | (92,924 | ) |
| | | | | | | | | |
| Basic and diluted net loss per common share | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | | |
Weighted average common shares outstanding
Basic and diluted | | | 521,280,000 | | | | 520,574,790 | |
The accompanying notes are an integral part of these financial statements
DKG Capital, Inc.
(Formerly known as Star Ally, Inc. and Reraise Gaming Corporation)
Statements of Changes in Stockholders' Deficit
For the years ended December 31, 2016 and 2015
| | | Common shares | | | Additional paid-in | | Accumulated | | Stockholders' | |
| | | Shares | | par value | | capital | | deficit | | deficit | |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2014 | | | 518,130,000 | | | $ | 518,130 | | | $ | 2,129,369 | | | $ | (2,680,023 | ) | | $ | (32,524 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Common stock issued for services | | | 1,650,000 | | | | 1,650 | | | | 25,850 | | | | - | | | | 27,500 | |
| Common stock issued for cash | | | 1,500,000 | | | | 1,500 | | | | 23,500 | | | | - | | | | 25,000 | |
| Net loss | | | - | | | | - | | | | - | | | | (92,924 | ) | | | (92,924 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2015 | | | 521,280,000 | | | $ | 521,280 | | | $ | 2,178,719 | | | $ | (2,772,947 | ) | | $ | (72,948 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Related party notes and payables forgiven | | | - | | | | - | | | | 97,515 | | | | - | | | | 97,515 | |
| Net loss | | | - | | | | - | | | | - | | | | (35,373 | ) | | | (35,373 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Balance, December 31, 2016 | | | 521,280,000 | | | $ | 521,280 | | | $ | 2,276,234 | | | $ | (2,808,320 | ) | | $ | (10,806 | ) |
The accompanying notes are an integral part of these financial statements
DKG Capital, Inc.
(Formerly known as Star Ally, Inc. and Reraise Gaming Corporation)
Statements of Cash Flows
| | | For the Years Ended | |
| | | December 31, | |
| | | 2016 | | 2015 | |
| Cash flows from operating activities | | | | | | | | |
| Net loss | | $ | (35,373 | ) | | $ | (92,924 | ) |
| Adjustments to reconcile net loss to net cash | | | | | | | | |
| used in operating activities | | | | | | | | |
| Common stock issued for services | | | - | | | | 27,500 | |
| Amortization and impairment of intangible asset | | | 3,208 | | | | 2,133 | |
| Change in operating assets and liabilities: | | | | | | | | |
| Increase (decrease) in related party advance | | | - | | | | (1,351 | ) |
| Increase in accounts payable and accruals | | | 11,304 | | | | 6,680 | |
| Net cash used in operating activities | | | (20,861 | ) | | | (57,962 | ) |
| | | | | | | | | |
| Cash flows from financing activities | | | | | | | | |
| Repayment of note payable - related party | | | (790) | | | | - | |
| Repayment of related party payable | | | - | | | | (1,500 | ) |
| Proceeds from sale of common shares | | | - | | | | 25,000 | |
| Proceeds from notes payable - related party | | | 10,000 | | | | 25,000 | |
| Net cash provided by financing activities | | | 9,210 | | | | 48,500 | |
| | | | | | | | | |
| Net decrease in cash | | | (11,651 | ) | | | (9,462 | ) |
| Cash, beginning | | | 11,651 | | | | 21,113 | |
| Cash, ending | | $ | - | | | $ | 11,651 | |
| | | | | | | | | |
| Supplementary information | | | | | | | | |
| Cash paid: | | | | | | | | |
| Interest | | $ | - | | | $ | 1,358 | |
| Income taxes | | $ | - | | | $ | - | |
| | | | | | | | | |
| Non-cash financing and investing activities | | | | | | | | |
| Related party notes and payables forgiven | | $ | 97,515 | | | $ | - | |
| Due to related party for payment of expenses on behalf of the company | | $ | 2,306 | | | $ | - | |
The accompanying notes are an integral part of these financial statements
DKG Capital, Inc.
(Formerly known as Star Ally, Inc. and Reraise Gaming Corporation)
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND OPERATIONS
DKG Capital, Inc. (formerly known as Star Ally, Inc. and Reraise Gaming Corporation), (the “Company”) located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada. Our founder Mr. Ron Camacho acquired a variety of poker games, some with patents and some with patents pending, in addition to those we are developing. Each of the games has been acquired or is being developed for different segments of the poker market, namely video poker, brick and mortar, as well as online poker. Several of the games are available on line, at no charge, to test their viability.
After Mr. Ron Camacho resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on July 8, 2016, Mr. Andy Kim was appointed as President and Chief Executive Officer, Secretary and Treasurer. Mr. Kim ended the development and distribution of poker game and shifted focus to develop the binary option software, a financial software for the trading of binary option.
Mr. Andy Kim resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on January 11, 2017 and Mr. Tesheb Casimir became the President and Chief Executive Officer, Secretary and Treasurer. Mr. Tesheb Casimir ended the binary option software development. Mr. Tesheb Casimir’s new business focus are: 1. Mobile application development; 2. Provision of online marketing services; 3. Operation of self-developed social media platform; and 4. Provision of various leisure services to high net worth clients who are users of our social media platform.
On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved (1) a corporate name change to “DKG Capital, Inc.”, (2) an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and (3) a 30:1 forward split of our common stock. These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31 fiscal year-end.
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States 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 and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Website Development Costs
The Company capitalizes its costs to develop its website when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades.
The Company capitalized website development costs of $6,400 for the period from January 1, 2014 through website launch on September 1, 2014. The Company’s capitalized website amortization and impairment is included in general and administrative expenses in the Company’s statements of operations, and totaled $3,208 and $2,133 for the years ended December 31, 2016 and 2015 respectively.
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified. During the year ended December 31, 2016, the Company fully impaired its capitalized website development costs.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2016 or December 31, 2015.
Stock-Based Compensation
The Company records stock-based compensation at fair value as of the date of grant and recognizes the corresponding expense over the requisite service period (usually the vesting period), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company’s stock or the expected future volatility. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
Loss per Common Share
Basic earnings per share are calculated dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no dilutive shares, options or warrants outstanding as of December 31, 2016 and 2015.
Recently Adopted Accounting Pronouncements
There are no other recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses from inception (October 2, 2013) through the period ended December 31, 2016 of $2,808,320 and $2,772,947 as of December 31, 2015, of which $2,393,750 was the result of compensation in the form of stock issuances for consulting and other services paid in 2014 and an additional $27,500 paid during 2015. As of December 31, 2016, the Company has a working capital deficit. In addition, the Company’s development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
On May 21, 2014 the Company entered into an agreement with Chris Moneymaker, an individual to use his name and likeness alongside a brief positive quote on the Company's website, paraphernalia or literature. In exchange, the Company will compensate Chris Moneymaker the following:
| ☐ | $1,000 per month – 24 months consulting contract after we have raised $1,000,000 from the time this contract is initiated. |
| ☐ | Additional $500 per month – 24 month consulting contract for every $1,000,000 thereafter that is raised. The above consulting terms are concurrent, meaning, the 2nd contract will be added to the first contract and every other contract thereafter. |
On June 30, 2016, the agreement was terminated.
NOTE 5 – INTANGIBLE ASSETS
During the year ended December 31, 2014, and as part of its marketing strategy to acquaint users with its product, the Company has undertaken to build its own interactive website. The Company capitalized website development costs of $6,400 for the period from January 1, 2014 through website launch on September 1, 2014. The Company’s has written off the remaining balance of website development costs in the year ended December 31, 2016. The Company's capitalized website amortization and impairment is included in general and administrative expenses in the Company's statements of operations, and totaled $3,208 and $2,133 for the year ended December 31, 2016 and 2015, respectively. Intangible assets were fully impaired during 2016.
NOTE 6 – RELATED PARTY TRANSACTIONS
During the year, December 31, 2013, the Company accrued expenses for $30,000 for the payment of services provided by an entity controlled by the Company's former sole officer and director. The loan is non-interest bearing, unsecured and has no specific repayment terms or maturity date. As of December 31, 2015, the entire $30,000 was outstanding. Pursuant to a loan waiver letter dated June 30, 2016, the entire balance was forgiven during 2016.
On June 2, 2014 the Company borrowed $25,000 from a former related party with interest of 5% repayable in one payment of $26,250, on June 1, 2015. In the event of default, the note is secured by not less than 2,000,000 shares of the Company's common stock. On August 14, 2015 the note was extended, with an additional interest charge of 5% or $1,322, the entire balance of $26,322, repayable on June 1, 2016. Pursuant to a loan waiver letter dated June 30, 2016, the entire balance was forgiven during 2016.
On June 8, 2015 the Company borrowed $25,000 from a former related party with interest of 2% repayable in one payment of $25,042, on July 8, 2015. On August 14, 2015 the note was extended, under the same terms and conditions, until July 8, 2016, the entire balance of $25,682 payable in one lump sum. In the event of default, unless such default is cured within 10 days, holder has the option of charging the Company an additional 10% of the note amount. Pursuant to a loan waiver letter dated June 30, 2016, the entire balance was forgiven during 2016.
On May 18, 2016, the Company borrowed $10,000 from a former related party and $790 was paid back on June 30, 2016. Pursuant to a loan waiver letter dated June 30, 2016, the entire remaining balance of $9,210 was forgiven during 2016.
On June 30, 2016, $97,515 was the total of the above former related party loan, notes payable and accrued interest which was waived. Since this transaction was with a related party the write-off of the debt was recorded as additional paid–in capital.
As of December 31, 2016, the Company was obligated to the CEO for an unsecured, non-interest demand bearing loan with a balance of $2,306.
As of March 31, 2016, the Company had an outstanding advance to the former Company's President, in the amount of $1,351. The advance was for working capital purposes. The advance has no specific repayments terms or maturity and is non-interest bearing and unsecured. Pursuant to a waiver letter dated June 30, 2016, the entire balance was forgiven by the Company during 2016.
The Company has been provided office space by its chief executive officer at no cost. Management has determined that such cost is nominal and has not recognized any rent expense in its financial statements.
NOTE 7 – STOCKHOLDERS’ EQUITY
On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and a 30:1 forward split of our common stock. These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.
The total number of common shares authorized that may be issued by the Company is 5,000,000,000 shares with a par value of $0.001 per share (100,000,000 shares with a par value of $0.001 per share prior to forward split). There are no preferred shares authorized to be issued. There were 521,280,000 shares (17,376,000 shares prior to forward split) of common stock issued and outstanding at December 31, 2016 and 2015, respectively.
During the year ended December 31, 2015, the Company issued 1,650,000 shares (55,000 shares prior to forward split) of its common stock, for services provided, at $0.0167 per share ($0.50 per share prior to forward split) for a total cost of $27,500. The fair value of the shares issued was based on the most recent per share price of shares issued for cash.
During the year ended December 31, 2015, the Company issued, for cash, 1,500,000 shares (50,000 shares prior to forward split) of its common stock, at a cost of $0.016 per share ($0.50 per share prior to forward split), recorded at a cost of $25,000.
NOTE 9—INCOME TAXES
Net deferred tax assets consist of the following components:
| | | December 31, | | | December 31, | |
| | | 2015 | | | 2016 | |
| Deferred tax asset: | | | | | | |
| Net operating loss carryforwards | | $ | (60,269 | ) | | | (72,650 | ) |
| Valuation allowance | | | 60,269 | | | | 72,650 | |
| Net deferred tax asset | | $ | - | | | $ | - | |
The Company has accumulated net operating loss carryovers of approximately $207,570 as of December 31, 2016 which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2033. The fiscal years 2013 through 2016 remains open to examination by federal tax authorities and other tax jurisdictions.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 9A | Controls and Procedures |
Management's Report on Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016. This evaluation was implemented under the supervision and with the participation of our officers and directors.
Based on this evaluation, management concluded that, as of December 31, 2016, our disclosure controls and procedures are ineffective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our officers and directors have concluded that our disclosure controls and procedures had the following material weaknesses:
• We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;
• We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert. The Board of Directors is comprised of two members who also serve as executive officers. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by us; and
• Documentation of all proper accounting procedures is not yet complete.
To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:
• Engaging consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;
• Hiring additional qualified financial personnel;
• Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and
• Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.
Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants. These initiatives will be subject to our ability to obtain sufficient future financing and subject to our ability to start generating revenue.
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our officers have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2016. In making this assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of December 31, 2016, our internal control over financial reporting was ineffective.
Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles. We are in the process of developing and implementing remediation plans to address our material weaknesses in our internal controls.
Management has identified specific remedial actions to address the material weaknesses described above:
• Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issue by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations and/or have raised significant additional working capital; and
• Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control over Financial Reporting
During the fourth quarter ended December 31, 2016, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B Other Information
None
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
Below are the names and certain information regarding our executive officers and directors during the year ended December 31, 2016.
| Ron Camacho | President, CEO, Secretary, Treasurer and Director (resigned on July 8, 2016) |
| Andy Kim | President, CEO, Secretary and Treasurer (appointed on July 8, 2016 and resigned on August 15, 2016) and Director (appointed on July 8, 2016 and resigned on January 11, 2017) |
| Jung Choung Hun | President, CEO, Secretary, Treasurer and Director (appointed on August 15, 2016 and resigned on January 11, 2017) |
| Tesheb Casimir | President, CEO, CFO, Secretary, Treasurer and Director (appointed on January 11, 2017) |
Ron Camacho, former President, CEO, Secretary, Treasurer and Director
As our former President, CEO, Secretary, Treasurer and sole director, Ron Camacho is responsible for the day-to-day management of the Company, administrative functions and corporate filings, and for the continued strategic evolution of its business. He brings to the Board his several years of experience in organizing and managing corporations. Ron Camacho is an experienced entrepreneur that currently owns and operates his own business, which has been successfully in business for over 13 years. Mr. Camacho is responsible for managing all aspects of his company business and overseeing research, development and marketing.
Andy Kim, former President, CEO, Secretary, Treasurer and Director
Andy Kim was President of Seoul Group of Companies consisting of Face Seoul Share Holding Company, Face Seoul Beauty Consultancy and Face Seoul Beauty and Health Club since 2103. Among some of his responsibilities he managed and maintained awareness of both internal and external competitive landscapes for expansion and new industry developments. He succeeded in formulating and implementing strategic plans that guided the objectives of the company. In early 2004 Mr. Kim was Overseas Department Manager for Hyundai Group, Korea a leading car manufacturer in Korea and a large conglomerate. Some of his responsibilities consisted of monitoring international wholesale and retail vehicle sales, meet market penetration objectives, lead merchandising and sales promotion support and assist Overseas Dealers with CRM and Interactive Marketing initiatives, Mr. Kim attended Yonsei University and Peking University obtaining his Bachelor Degree. Mr. Kim is qualified to lead our company into the future. His management experience makes him a perect fit for this position.
Jung Choung Hun, former President, CEO, Secretary, Treasurer and Director
Mr. Jung Choung “Patrick” Hun, age 46, has served as Foreign General CEO of Chelsea Investment Advisors (Asia Pacific region) during 2016 to present. He was CEO of the I Plus Group of Companies (Philippines) from 2011 to 2014. From 2007 to 2010, Patrick was Senior Vice President of Premier Entertainment Philippine. Prior to that, he was an independent consultant from 1996 to 2007, principally for Korean organizations expanding into the Philippines. Jung Choung Hun attended Bu-Kyung University (f/k/a Gong-Up) from 1994 to 1996, completing two years of a four year Bachelor of Print Engineering course of study. He has also served as Vice President of the Korea Sports Council – Philippines, from 2010 to present.
Tesheb Casimir, President, CEO, CFO, Secretary, Treasurer and Executive Director
Tesheb Casimir, 40, having worked originally as a corporate lawyer, quickly transitioned to private banking and worked in Lippo Bank TBK in Indonesia. He has worked in the offshore finance industry for the past few years. In 2011, Mr. Casimir and set up a licensed private wealth management company, Elgin Associates Malaysia Inc, in conjunction with a Swiss private bank headquartered in Baar, Switzerland. He has helped to set up a number of successful enterprises and continues to play an active part in Private Equity and Investments. He has also worked in a series of roles ranging from group CFO, management committee, as well as branding and restructuring roles. Mr. Casimir presently sits on the board of Rorine International Holding Corporation (trading symbol “RIHC”) and Elgin Capital Inc. He has a Master of Law (Corporate) from Australia Bond University (2008) and is fluent in English
His experience qualifies him to be and Officer and Director of DKG Capital Inc. (formerly known as Star Ally Inc. and Reraise Gaming Corporation).
Directors
The authorized number of directors of the corporation shall be fixed from time to time by resolution adopted by the Board.
Term of Office
Directors shall be elected at the annual meeting of stockholders and each director shall hold office until his successor is elected and qualified or until his death, retirement, earlier resignation or removal.
Board of Director Committees
We do not have any board committees due to the limited size of the Board and the Company, and as such the board as a whole carries out the functions of audit, nominating and compensation committees.
| Item 11. | Executive Compensation |
The following table sets forth the compensation paid to our officers and directors for the years ended December 31, 2015 and 2016:
Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non- Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | | Total ($) | |
| Camacho (1) | 2015 | | | | | | | | | $ | 0.00 | |
| Andy Kim (1) | 2016 | | | | | | | | | $ | 0.00 | |
Jung Choung Hun (1) | 2016 | | | | | | | | | $ | 0.00 | |
| Tesheb Casimir | 2016 | | | | | | | | | $ | 0.00 | |
| (1) | Former President, Secretary, Treasurer and Director |
Employment Agreements
None
Director Compensation
None
Equity Compensation Plans
The following table set forth information regarding the outstanding equity awards as of December 31, 2016 for our officers and directors:
| Name | | Number of Securities Underlying Unexercised options (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
Ron Camacho | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Andy Kim | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jung Choung Hun | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| Tesheb Casimir | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2016.
| · | By each person who is known by us to beneficially own more than 5% of our common stock; |
| · | By each of our officers and directors; and |
| · | By all of our officers and directors as a group. |
Title of class | Amount of beneficial ownership | Amount of beneficial ownership | Percent of class |
| | | | |
| Common | Tesheb Casimir President, CEO and Director 1980 Festival Plaza Dr Ste 530 Las Vegas, NV 89135 | 383,790,000 | 73.62% |
| | | | |
| | | | |
| | All officers and directors as a group | 383,790,000 | 73.62% |
| | | | |
| | | |
| Common | Tesheb Casimir 1980 Festival Plaza Dr Ste 530 Las Vegas, NV 89135 | 383,790,000 | 73.62% |
| | | | |
| | 5% shareholders as a group | 383,790,000 | 73.62% |
| | | | |
| | Officers, Directors and 5% Shareholders as a group | 383,790,000 | 73.62% |
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).
In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
We currently operate with one directors, Tesheb Casimir. We have determined that he is not an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).
| Item 14. | Principal Accounting Fees and Services |
The fees billed for professional services rendered by our principal accountant are as follows:
| Fiscal | | | Audit- Related | | | | | |
| Year | Audit Fees | | Fees | | Tax Fees | | All Other Fees | |
| 2015 | | $ | 10,000 | | | | - | | | | - | | | | - | |
| 2016 | | $ | 12,000 | | | | - | | | | - | | | | - | |
Pre-Approval Policies and Procedures
The board of directors must pre-approve any use of our independent accountants for any non-audit services. All services of our auditors are approved by our whole board and are subject to review by our whole board.
PART IV
| Item 15 | Exhibits, Financial Statement Schedules |
| Number | | Exhibit |
| 31.1 | | Rule 13a-14(a) Certification of Principal Executive Officer |
| 32.1 | | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer |
| 101.INS* | | XBRL Instance Document |
| 101.SCH* | | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document |
| * | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 7th day of April.
| | DKG CAPITAL INC. |
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| | BY: | Tesheb Casimir |
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| | /s/ | Tesheb Casimir |
| | | Principal Executive Officer |
| | | Principal Financial Officer and |
| | | Principal Accounting Officer |
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