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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934:

 

For the Quarterly Period ended September 30, 2017

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

 

For the transition period from __________________ to __________________

 

Commission File Number: 000-50760

 

IGS CAPITAL GROUP LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

Nevada 58-2670972

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

E-702, Block E, Pusat Dagangan Phileo Damansara 1

No. 9, Jalan 16/11, Off Jalan Damansara

46350 Petaling Jaya, Selangor, Malaysia

(Address of Principal Executive Offices)

 

+ 603-77726616

(Registrant’s Telephone Number, Including Area Code)

 

G5, Tiara Mutiara (No 139, Jalan Puchong), 58200 Kuala Lumpur, Malaysia
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

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 preceding 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller Reporting Company
Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No

 

Number of shares outstanding of each of the issuer’s classes of common equity, as of December 18, 2017: 3,583,175 shares of Common Stock, par value US $0.001

 

 

 

   
 

 

Forward Looking Statements

 

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

The information contained in this 10-Q includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “might”, “plans”, “possible”, “potential”, “predicts”, “projects”, “seeks”, “should”, “will”, “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

 

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof. 

 

 

 

 

 

 

 

 

 

 

 

 2 
 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)     4  
         
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION     13  
         
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK     18  
         
ITEM 4. CONTROLS AND PROCEDURES     18  
         
PART II. OTHER INFORMATION
         
ITEM 1. LEGAL PROCEEDINGS     18  
         
ITEM 1A. RISK FACTORS     18  
         
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS     18  
         
ITEM 3. DEFAULTS UPON SENIOR SECURITIES     20  
         
ITEM 4. MINE SAFETY DISCLOSURES     20  
         
ITEM 5. OTHER INFORMATION     21  
         
ITEM 6. EXHIBITS     21  
         
SIGNATURES     22  
         
INDEX TO EXHIBITS     23  

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 
 

PART I. FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED) 

 

IGS CAPITAL GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   As at 
  

September 30,

2017

(Unaudited)

  

December 31,
2016

(Audited)

 
         
Assets          
Non-Current Assets          
Property, plant and equipment   35,901     
Total Non-Current Assets   35,901     
           
Current Assets          
Goodwill   73,850     
Investment   13     
Cash and cash equivalents   31,182     
Due from related parties   412,717     
Accounts receivable   467     
Stock   27,233     
Deposit and prepayment   6,927     
Total Current Assets   552,389     
           
Total Assets  $588,290   $ 
           
Liabilities          
Due to related parties   199,133    100,137 
Accounts payable   4,940     
Accrued expenses and other payables   77,021    1,973 
Total Liabilities   281,094    102,110 
           
Commitments and contingencies          
           
Stockholders' Equity          
Share capital          
Authorized: 500,000,000 common shares, par value $0.001 per share          
Issued and outstanding: 3,574,927 shares as of September 30, 2017 (December 31, 2016: 105,091,254 shares)   3,575    105,091 
Additional paid-in capital   1,537,301    923,070 
Share option reserves   89,015    89,015 
Accumulated losses   (1,322,695)   (1,219,286)
Total Stockholders’ Earnings/(Deficits)   307,196    (102,110)
           
Total Liabilities & Stockholders' Equity  $588,290   $ 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 4 
 

IGS CAPITAL GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2017   2016   2017   2016 
                 
Net sales  $24,135   $   $24,135   $ 
Cost of sales   18,729        18,729     
Gross profit   5,406        5,406     
                     
Operating expenses                    
General and administrative expenses   60,616    15,961    132,537    77,006 
Total operating expenses   60,616    15,961    132,537    77,006 
                     
Operating loss   (55,210)   (15,961)   (127,131)   (77,006)
                     
Other income   13,483        23,722    1,230 
                     
Loss before tax   (41,727)   (15,961)   (103,409)   (75,776)
                     
Income taxes                
                     
Net loss  $(41,727)  $(15,961)  $(103,409)  $(75,776)
                     
Loss per share                    
Basic loss per share  $(0.01)  $   $   $ 
Basic weighted average shares outstanding   3,522,741    105,091,254    62,877,327    79,010,831 
Diluted loss per share  $   $   $   $ 
Diluted weighted average shares outstanding   7,344,067    105,604,479    66,280,396    79,081,376 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 5 
 

IGS CAPITAL GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(UNAUDITED)

 

 
  

For the nine months ended

September 30,

 
   2017   2016 
Cash Flows from Operating Activities          
Net loss  $(103,409)  $(75,776)
Adjustments to reconcile net income to net cash flows provided by operating activities:          
Depreciation   617     
Change in current assets and liabilities:          
Increase in stock   (246)    
Decrease in accounts receivable   4,267     
Increase in amounts due from related parties   (472,494)    
Decrease in accounts payable   (623)    
Increase / (decrease) in accrued expenses and other payables   75,049    (56,749)
Net cash flows used in operating activities   (496,839)   (132,525)
           
Cash Flows from Investing Activities          
Purchase of fixed assets   (754)    
Purchase of investment   (13)    
Acquisition of a subsidiary, net of cash acquired   22,015      
Net cash flows provided by investing activities   21,248     
           
Cash Flows from Financing Activities          
Issuance of shares   512,691    203,221 
Settlement of loans from related parties   (5,918)   (70,696)
Net cash flows provided by financing activities   506,773    132,525 
           
Effect of exchange rate changes on cash        
           
Net Increase in Cash & Cash Equivalent   31,182     
           
Cash & Cash Equivalent at beginning of period  $   $ 
Cash & Cash Equivalent at end of period  $31,182   $ 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 6 
 

IGS CAPITAL GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2017

(Unaudited)

 

Note 1.  Nature of Operations

 

IGS Capital Group Limited ("IGS", or "the Company", or "we", or "us"), formerly known as Sancon Resources Recovery, Inc., is registered in the State of Nevada.

 

On April 26, 2017, the Company filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada (the “Amendment”) changing the Company’s name from “Sancon Resources Recovery, Inc.” to “IGS Capital Group Limited”. The name change became effective with FINRA on June 8, 2017.

 

On August 22, 2017, the Company and Tan Kok Beng (the “Seller”), entered into a Sale and Purchase Agreement (the "Agreement"). The Seller is the owner of all of the issued and outstanding capital stock (the “Stock”) of IGS Mart SDN BHD, a Malaysia company (“IGS Mart”). Pursuant to the Agreement, the Company purchased the Stock from the Seller for a purchase price of US$60,000. On completion of the transaction on September 16, 2017, IGS Mart became a wholly-owned subsidiary of the Company. 

 

IGS Mart is a company incorporated in Malaysia on June 2, 2017. It currently operates one convenient store named Like Mart at G-3A Tiara Mutiara 139, Jalan Puchong, 58200 Kuala Lumpur, Malaysia. IGS Mart intends to open an additional 5 convenient stores in Malaysia over the next 15 months. Although there is no assurance of success, the Company believes that there is a good opportunity for expansion of many more outlets after the brand is established.

 

Note 2.  Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared by management in conformity with both accounting principles generally accepted in the United States of America (“GAAP”), and the instructions of Form 10-Q and Rule 10-01 of Regulations S-X.. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted or condensed, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). In the opinion of IGS’s management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for the period ended September 30, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2017 or for any future period. These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with our annual financial statements and the notes thereto for the year ended December 31, 2016, included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission.

 

Note 3.  Summary of Significant Accounting Policies

 

Use of Estimates

 

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles accepted generally in the USA. These principles require management to use its best judgment in determining estimates and assumptions that: affect the reported amounts of assets and liabilities; 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. Management makes its best estimate of the ultimate outcome for such items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the relevant accounting rules, typically in the period when new information becomes available to management. Actual results in the future could differ from the estimates made in the prior and current periods.

 

Earnings Per Share

 

Basic earnings per share ("EPS") is calculated using net earnings (the numerator) divided by the weighted-average number of shares outstanding (the denominator) during the reporting period.  Diluted EPS includes the effect from potentially dilutive securities.

 

 

 

 7 
 

 

Fair Value Measurements and Disclosures

 

ASC 820 "Fair Value Measurements and Disclosures" codified SFAS No. 107, "Disclosures about Fair Value of Financial Instruments". ASC 820 applies to all entities, transactions, and instruments that require or permit fair value measurements, with specific exceptions and qualifications. The Company is required to disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate their respective carrying values of such amounts.

 

Cash and Cash Equivalent

 

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

 

Property, Plant and Equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 

        Expected useful life
Leasehold improvement       10 years
Furniture, fixture and equipment       10 years
Computer and software       10 years

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Depreciation expenses for the three and nine months ended September 30, 2017 and 2016 was $617 and $0, respectively.

 

Impairment of long-lived assets

 

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property, plant and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the three and nine months ended September 30, 2017.

 

Revenue

 

The Company recognizes its revenue in accordance with the ASC Topic 605, “Revenue Recognition”. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The recognition of revenues involves certain management judgments. The amount and timing of our revenues could be materially different for any period if management made different judgments or utilized different estimates.

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.

 

 

 

 

 8 
 

 

Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

 

The Company operates in several countries. As a result, we are subject to numerous domestic and foreign tax jurisdictions and tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases: income before taxes, deemed profits and withholding taxes based on revenue. The calculation of our tax liabilities involves consideration of uncertainties in the application and interpretation of complex tax regulations in a multitude of jurisdictions across our global operations.

 

We regularly assess our position with regard to individual tax exposures and record liabilities for our uncertain tax positions and related interest and penalties. These accruals reflect management's view of the likely outcomes of current and future audits. The future resolution of these uncertain tax positions may be different from the amounts currently accrued and therefore could impact future tax period expense.

 

Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year.

 

Related parties

 

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

 

Recent pronouncements

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

Foreign currencies translation

 

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

 

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

 

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

 

 

 

 9 
 

 

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

 

  As of and for the period ended September 30,
  2017   2016
Period-end MYR : US$1 exchange rate 4.2373  
Period-average MYR : US$1 exchange rate 4.2373  

 

Note 4.  Going Concern Uncertainties

 

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplate the realization assets and the satisfaction of liabilities in the normal course of business. The Company has the stockholders’ earnings of $307,196 as of September 30, 2017 and the stockholders’ deficits of $102,110 as of December 31, 2016 respectively. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, additional sales of its common stock or through a possible business combination. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Note 5. Business Combination

 

On August 23, 2017, the Company acquired 100% of the share capital of IGS Mart SDN. BHD. for a consideration of $60,000.

 

The following table summarises the consideration paid for IGS Mart SDN. BHD., the fair value of assets acquired and liabilities assumed at the acquisition date.

 

At August 23, 2017  US$ 
     
Total purchase price for the acquisition   60,000 
      
Less: Recognized amounts of identifiable assets acquired and liabilities assumed     
      
Property, plant and equipment   35,765 
Inventories   26,987 
Trade and other receivables   11,883 
Cash and cash equivalents   22,015 
Trade and other payables   (110,500)
      
Total identifiable net assets   (13,850)
      
Goodwill   73,850 

 

Note 6. Related Party Transactions

 

As of September 30, 2017, the Company owed $102,554 and $96,579 to a director and related companies respectively, $322,747 and $89,970 from a director and related companies respectively.

 

As of December 31, 2016, the Company owed $17,400 and $82,737 to a director and a shareholder respectively.

 

On May 4, 2016, (i) 42,582,858 shares of our common stock, valued at $138,000 were issued in lieu of cash compensation for director and secretarial services from March 13, 2014 through June 30, 2016; and (ii) 9,288,400 shares of our common stock, valued at $23,221 were issued in lieu of cash compensation for accounting services from December 22, 2013 through June 30, 2016.

 

During the period, the Company advanced $237,593 to a director, Kok Seng Yeap, Eddy.

 

 

 

 10 
 

 

Note 7.  Stockholders’ equity

 

Common stock

 

On July 10, 2017, 234,000 new shares issued. The total number of shares issued and outstanding increased from 3,242,815 shares to 3,476,815 shares.

 

On July 20, 2017, 74,703 new shares issued. The total number of shares issued and outstanding increased from 3,476,815 shares to 3,551,518 shares.

 

On August 1, 2017, 12,830 new shares issued. The total number of shares issued and outstanding increased from 3,551,518 shares to 3,564,348 shares.

 

On September 22, 2017, 10,579 new shares issued. The total number of shares issued and outstanding increased from 3,564,348 shares to 3,574,927 shares.

 

For the new issuance of shares, please refer to Item 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS of PART II. OTHER INFORMATION.

 

Stock options

 

On December 5, 2012, the Company entered into a settlement agreement with Dragon Wings for the settlement of the claim by Dragon Wings. In consideration of IGS's agreement to make the payments in the form of common shares and share options listed in the settlement agreement. The Company would give the option to Dragon Wings to purchase 6,000,000 common shares; the option may be exercised by Dragon Wings in whole or in part, at any time within 5 years from the date of this settlement agreement with the exercise price at US$0.01 per share, with dilution protection and subject to share split adjustment.

 

   As at 
  

September 30,

2017

   December 31,
2016
 
         
Loan settled by share option  $149,015   $149,015 
Par value of the common shares   60,000    60,000 
Fair value of share option  $89,015   $89,015 

  

Note 8. Income Taxes

 

The Company has U.S. federal net operating loss carry forwards that if unused could expire in varying amounts in the years through 2020 to 2026. However, as a result of the acquisition, the amount of net operating loss carry forward available to be utilized in reduction of future taxable income was reduced pursuant to the change in control provisions of Section 382 of the Internal Revenue Code.

 

The Company’s subsidiary operating in Malaysia subject to the Malaysia Corporate Tax Laws at a tax rate of 24% on the assessable income for its tax year. Any unutilized losses can be carried forward indefinitely to be utilized against income from any business source.

 

A 100% valuation allowance has been established as a reserve against the deferred tax assets arising from the net operating losses and other net temporary differences since it cannot, at this time, be considered more likely than not that their benefit will be realized in the future.

 

 

 

 11 
 

 

Note 9. Commitments and contingencies

 

As of September 30, 2017, the Company does not have any significant commitments.

 

Note 10. Subsequent events

 

On November 1, 2017, the Board of Directors of the Company approved the subscription of the Company’s shares with details as follows were tabled.

 

No. Name of Applicant Number of shares Price (USD) Date of Application
1 KIM JUNG HWAN 400 500.00 October 26, 2017
2 PARK ANSUK 1,344 1,680.00 October 26, 2017
3 WOO DONGHWAN 6,504 8,130.00 October 26, 2017

 

According to the issuance of total 8,248 shares of common stock, the total number of share outstanding increased from 3,574,927 shares to 3,583,175 shares.

 

 

 

 

 

 

 

 

 

 

 

 

 12 
 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

Item 2(a). Discussion for the Interim Operations and Financial Condition

 

Introduction

 

Management's discussion and analysis of results of operations and financial condition ("MD&A") is provided as a supplement to the accompanying financial statements and footnotes to help provide an understanding of our financial condition, changes in financial condition and results of operations. The MD&A is organized as follows:

 

  Caution concerning forward-looking statements and risk factors. This section discusses how certain forward-looking statements made by us throughout the MD&A and in the financial statements are based on our present expectations about future events and are inherently susceptible to uncertainty and changes in circumstances.
  Overview. This section provides a general description of our business, as well as recent developments that we believe are important in understanding the results of operations and to anticipate future trends in those operations.
  Results of operations. This section provides an analysis of our results of operations for the three months and nine months ended September 30, 2017 compared to the same period in 2016. A brief description is provided of transactions and events, including any related party transactions that affect the comparability of the results being analyzed.
  Liquidity and capital resources. This section provides an analysis of our financial condition and cash flows for the three months and nine months ended September 30, 2017 and 2016.
  Critical accounting policies. This section provides an analysis of the significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

 

Forward-looking Statements

 

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock.

 

The following discussion should be read in conjunction with our financial statements and the notes thereto, and the other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain certain forward-looking information. When used in this discussion, the words "believes", "anticipates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from projected results, due to a number of factors beyond our control. We do not undertake to publicly update or revise any of our forward-looking statements, even if experience or future changes show that the indicated results or events will not be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Readers are also urged to carefully review and consider our discussions regarding the various factors, which affect our business, included in this section and elsewhere in this report.

 

Factors that might cause actual results, performance or achievements to differ materially from those projected or implied in such forward-looking statements include, among other things: (i) the impact of competitive products; (ii) changes in law and regulations; (iii) limitations on future financing; (iv) increases in the cost of borrowings and unavailability of debt or equity capital; (v) our inability to gain and/or hold market share; (vi) managing and maintaining growth; (vii) customer demands; (viii) market and industry conditions, (ix) the success of product development and new product introductions into the marketplace; (x) the departure of key members of management; as well as other risks and uncertainties that are described from time to time in our filings with the Securities and Exchange Commission.

 

 

 

 13 
 

 

Limited Market Due To Penny Stock

 

The Company's stock differs from many stocks, in that it is a "penny stock". The Securities and Exchange Commission has adopted a number of rules to regulate "penny stock". These rules include, but are not limited to, Rules 3a5l-l, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended. Because our securities probably constitute "penny stock" within the meaning of the rules, the rules would apply to us and our securities. The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. Stockholders should be aware that, according to the Securities and Exchange Commission Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. These patterns include: - Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; - Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; - "Boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; - Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and - The wholesale dumping of the same securities by promoters and broker- dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. Furthermore, the "penny stock" designation may adversely affect the development of any public market for the Company's shares of common stock or, if such a market develops, its continuation. Broker-dealers are required to personally determine whether an investment in "penny stock" is suitable for customers. Penny stocks are securities (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) of an issuer 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 annual revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and Rule 15g-2 of the Commission 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 the Company‘s common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be "penny stock". Rule 15g-9 of the Commission 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 or her 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 the Company's stockholders to resell their shares to third parties or to otherwise dispose of them.

  

Overview of the Company and its Operations

 

On August 22, 2017, the Company purchased all of the issued and outstanding capital stock of IGS Mart SDN BHD, a Malaysia company (“IGS Mart”). On completion of the transaction on September 16, 2017, IGS Mart became a wholly-owned subsidiary of the Company.

 

IGS Mart is a company incorporated in Malaysia on June 2, 2017. It currently operates one convenient store named Like Mart at G-3A Tiara Mutiara 139, Jalan Puchong, 58200 Kuala Lumpur, Malaysia.

 

 

 

 14 
 

 

IGS's Visions and Goals

 

IGS Mart intends to open an additional 5 convenient stores in Malaysia over the next 15 months. Although there is no assurance of success, the Company believes that there is a good opportunity for expansion of many more outlets after the brand is established.

 

The directors are always on the look-out for viable business that the Company can acquire in Asia.

 

Employees

 

As of September 30, 2017, the Company had 6 employees.

 

Factors That May Affect Future Results

 

The Company's ability to execute its business strategy and to sustain its operations depends upon its ability to maintain or procure capital. There can be no absolute assurance the necessary amount of capital will continue to be available to the Company on favorable terms, or at all. The Company's inability to obtain sufficient capital would limit the Company's ability to: (i) acquire new business and (ii) fund its working capital needs. The Company's access to capital may have a material adverse effect on the Company's business, financial condition and/or results of operations.

 

There can be no absolute assurance the Company will be able to effectively manage its existing or the possible future expansion of its operations, or the Company's systems, procedures or controls will be adequate to support the Company's operations. Consequently, the Company's business, financial condition and/or results of operations could be possibly and adversely affected.

 

As a public company, IGS is subject to certain regulatory requirements including, but not limited to, compliance with Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX404"). Such compliance results in significant additional costs to the Company by increased audit and consulting fees, and the time required by management to address the regulations.

 

Results of Operations - Comparison between the three months and nine months ended September 30, 2017 and the same periods in 2016.

 

Net Sales

 

The Company had revenues of $24,135 for the three months and nine months ended September 30, 2017 respectively and $nil for the same periods in 2016.

 

Cost of Sales

 

Cost of sales for the three months and nine months ended September 30, 2017 was $18,729 respectively and $nil for the same periods in 2016.

 

Gross Profit

 

Gross profit for the three months and nine months ended September 30, 2017 was $5,406 respectively and $nil for the same periods in 2016.

 

 

 

 

 15 
 

 

General and administrative expenses

 

General and administrative expenses increased to $60,616 and $132,537 for the three months and nine months ended September 30, 2017 respectively, from $15,961 and $77,006 for the three months and nine months ended September 30, 2016 respectively, an increase of $44,655 and $55,531 respectively. Of these amounts, $28,167 and $58,167 related to the value of cash compensation to our directors and secretary for the three and nine months, respectively, ended September 30, 2017 and $nil and $30,000 related to the value of cash compensation to our directors and secretary for the three and nine months, respectively, ended September 30, 2016. In addition, a substantial portion of our expenses for the three and nine months, respectively, ended September 30, 2017 related to accounting service fees, audit fees, legal service fees, professional service fees and salaries, and for the three and nine months ended September 30, 2016 related to accounting service fees, audit fees, legal service fees and professional service fees.

 

Other Income

 

The other income for the three months and nine months ended September 30, 2017 was $13,483 and $23,722 respectively, compared to the other income of $nil and $1,230 for the three months and nine months ended September 30, 2016, an increase of $13,483 and $22,492 respectively.

 

Income Tax

 

There were no income taxes for the three months and nine months ended September 30, 2017 and the same periods in 2016.

 

Net loss

 

The net loss for the three months and nine months ended September 30, 2017 was $41,727 and $103,409 respectively, compared to the net loss of $15,961 and $75,776 for the three months and nine months ended September 30, 2016 respectively, an increase of $25,766 and $27,633 respectively.

 

Liquidity and Capital Resources For nine Months Ended September 30, 2017 and 2016

 

Working Capital

 

   As of   As of 
   September 30,   December 31, 
   2017   2016 
Total Assets  $588,290   $ 
Total Liabilities   281,094    102,110 
Working Capital  $307,196   $(102,110)

 

As shown in the accompanying financial statements, the Company has accumulated loss of $1,322,695 as of September 30, 2017 compared to $1,219,286 as of December 31, 2016. There was a working capital earning of $307,196 on September 30, 2017 and it was a working capital deficit of $102,110 as of December 31, 2016. It has increased by $409,306. This is due to the settlement of liability due to related parties by issuance of common shares.

 

Operating Activities

 

The net cash flows used in operating activities for the nine months ended September 30, 2017 was $496,839 compared to $132,525 for the nine months ended September 30, 2016. The increase is attributed to increase in amount due from related parties.

 

 

 

 

 16 
 

 

Investing Activities

 

The net cash flows provided by investing activities for the nine months ended September 30, 2017 was $21,248 compared to $nil for the nine months ended September 30, 2016. The increase is attributed to acquisition of a subsidiary.

 

Financing Activities

 

The net cash flows provided by financing activities for the nine months ended September 30, 2017 was $506,773 compared to $132,525 for the nine months ended September 30, 2016. The Company financed its growth by utilizing cash reserves, loans from related parties and issuance of common shares. Loans from related parties were unsecured, and deferred payment term and without interest bearing. The Company’s primary use of funds was for operation expense and working capital.

 

Critical Accounting Policies and Estimates

 

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments: allowance for doubtful accounts; income taxes; stock-based compensation; asset impairment.

 

Details of critical accounting policies are set out in notes to the condensed consolidated financial statement in Item 1.

 

Stock-Based Compensation

 

Effective January 1, 2006, the beginning of IGS's first fiscal quarter of 2006, the Company adopted the fair value recognition provisions of SFAS 123R (ASC 718), using the modified-prospective transition method. Under this transition method, stock-based compensation expense was recognized in the consolidated financial statements for granted stock options, since the related purchase discounts exceeded the amount allowed under SFAS 123R (ASC 718) for non-compensatory treatment. Compensation expense recognized included: the estimated expense for stock options granted on and subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123R (ASC 718); and the estimated expense for the portion vesting in the period for options granted prior to, but not vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123 (ASC 718). Results for prior periods have not been restated, as provided for under the modified-prospective method.

 

On December 5, 2012, the Company entered into a settlement agreement with Dragon Wings for the settlement of the claim by Dragon Wings. In consideration of IGS's agreement to make the payments in the form of common shares and share options listed in the settlement agreement. The Company would give the option to Dragon Wings to purchase 6,000,000 common shares; the option may be exercised by Dragon Wings in whole or in part, at any time within 5 years from the date of this settlement agreement with the exercise price at US$0.01 per share, with dilution protection and subject to share split adjustment.

 

For other items paid for by common stock, the value of the transaction is determined by the value of the goods or services received, measured at the time of the transaction. The corresponding stock value, used to determine the number of share to be issued, is the value of the average price for the 20 to 30 days prior to the transaction date.

 

Item 2(b). Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that are material to investors.

 

 

 

 17 
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The information is not required of smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date, that our disclosure controls and procedures were not effective.

 

During the nine months ended September 30, 2017, there were no changes in our internal accounting controls or in other factors that materially affected our internal controls over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

The information is not required for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

 

We have sold the following equity securities within the period covered by this report in transactions which were not registered under the Securities Act of 1933, as amended: Except where otherwise noted, all shares were issued in offshore transactions in reliance upon the exemption from the registration requirements of the Securities Act in accordance with Regulation S promulgated thereunder.

 

No. Name of shareholder Number of shares Price(US$) Date of issuance
1 PAVITHIRAN DEVADASAN 3,000 300.00 July 10, 2017
2 RUSTINA SING 8,000 800.00 July 10, 2017
3 ZAINUDDIN BIN YAACOB 6,000 600.00 July 10, 2017
4 ANBAZAGAN SAMUEL 15,000 1,500.00 July 10, 2017
5 OTHMAN BIN AHMAN 3,000 300.00 July 10, 2017
6 ROSLINA BINTI AMALUDDIN 3,000 300.00 July 10, 2017
7 SITI SAUDAH BINTI SYED MUDAN 6,000 600.00 July 10, 2017
8 FAZIAH BINTI SELAMAT 3,000 300.00 July 10, 2017
9 ROHAYAH BINTI MOHD 6,000 600.00 July 10, 2017
10 FAZUAH BINTI HAJI ABD RAHIM 6,000 600.00 July 10, 2017
11 MOHD FIRDAUS BIN MANSOR 3,000 300.00 July 10, 2017
12 AMIR BIN SHAIDIN 3,000 300.00 July 10, 2017
13 SHANDON BIN ABD WAHAB 3,000 300.00 July 10, 2017
14 HASIAH BINTI ABD RAHIM 3,000 300.00 July 10, 2017
15 PAIZAH BINTI BOKHARI 3,000 300.00 July 10, 2017
16 HERMES GEORGE 13,000 1,300.00 July 10, 2017
17 CHE SALIM BIN SAID 9,000 900.00 July 10, 2017
18 YA ACUB BIN DOLLAH 3,000 300.00 July 10, 2017
19 SHIM SHOO FAH 15,000 1,500.00 July 10, 2017
20 SHIM SHOO FAH 10,000 1,000.00 July 10, 2017

 

  

 

 18 
 

 

21 AMINUDDIN BIN HAJI MUHAMMAD SAID 30,000 3,000.00 July 10, 2017
22 NG KOK CHONG 10,000 1,000.00 July 10, 2017
23 LIM WEI CHING 50,000 5,000.00 July 10, 2017
24 ONG LEE CHIA 20,000 2,000.00 July 10, 2017
25 YOO HAK JONG 3,585 8,570.00 July 20, 2017
26 PARK JONGSUL 1,744 4,170.00 July 20, 2017
27 PARK SOONSEK 3,544 8,470.00 July 20, 2017
28 LEE SOON KYO 489 1,170.00 July 20, 2017
29 KIM OKJU 782 1,870.00 July 20, 2017
30 CHOI YOUNGCHAE 1,093 2,613.00 July 20, 2017
31 CHOI HYE KYUNG 7,280 17,400.00 July 20, 2017
32 HA KEUM JA 1,255 3,000.00 July 20, 2017
33 DOO HO 1,243 2,970.00 July 20, 2017
34 PARK YOUNG MAN 418 1,000.00 July 20, 2017
35 LEE SEUNGBOK 2,038 4,870.00 July 20, 2017
36 LEE YUBEEN 1,255 3,000.00 July 20, 2017
37 KIM YOUNG SUNG 837 2,000.00 July 20, 2017
38 KIM KYUNG WON 1,255 3,000.00 July 20, 2017
39 LIM MUN SEOP 418 1,000.00 July 20, 2017
40 LEE HOON 418 1,000.00 July 20, 2017
41 KIM DAE IL 837 2,000.00 July 20, 2017
42 AHN JONG CHUL 837 2,000.00 July 20, 2017
43 KANG KYUNG HEE 418 1,000.00 July 20, 2017
44 KIM YEON POONG 8,954 21,400.00 July 20, 2017
45 KIM HWOIIL 2,092 5,000.00 July 20, 2017
46 PARK JIHYEON 4,602 11,000.00 July 20, 2017
47 LEE GEUM SOON 364 870.00 July 20, 2017
48 KIM YOON 837 2,000.00 July 20, 2017
49 NAM HYERAN 2,196 2,624.00 July 20, 2017
50 LEE NAMYONG 1,506 1,800.00 July 20, 2017
51 KWON BOKCHOOL 3,766 4,500.00 July 20, 2017
52 BAEK HEEJA 1,506 1,800.00 July 20, 2017
53 SONG MYUNGBOON 2,510 3,000.00 July 20, 2017
54 KO CHANG BUM 837 1,000.00 July 20, 2017
55 PAK EUNSUN 1,506 1,800.00 July 20, 2017
56 CHOI JEOMNIM 837 1,000.00 July 20, 2017
57 KANG SEONGHUI 2,259 2,700.00 July 20, 2017
58 KIM HONG WOO 628 750.00 July 20, 2017
59 KIM KEUMHO 837 1,000.00 July 20, 2017
60 WOO DONGHWAN 4,978 5,949.00 July 20, 2017
61 WOO YOUNG HWAN 1,257 2,000.00 July 20, 2017
62 SEO YONGMOON 3,485 7,318.00 July 20, 2017
63 KIM JAE YEON 4,866 12,165.56 August 1, 2017
64 OH JOUNGSOUK 400 1,000.00 August 1, 2017
65 PARK JONGSUL 1,668 4,170.00 August 1, 2017

 

 

 

 

 19 
 

 

66 SEO HYOSEUNG 1,200 3,000.00 August 1, 2017
67 KIM KWANGSUK 1,440 1,800.00 August 1, 2017
68 RUSNANI BINTI AHMAD 120 300.00 August 1, 2017
69 RITA SARID 240 600.00 August 1, 2017
70 WONG OI LAN 800 2,000.00 August 1, 2017
71 KANG DONGKUK 1,696 4,238.89 August 1, 2017
72 YANG JEONG SOON 400 1,000.00 August 1, 2017
73 BAG GEUM SU 357 1,000.00 September 22, 2017
74 HAN MEE SUN 357 1,000.00 September 22, 2017
75 PARK KEUMSIM 357 1,000.00 September 22, 2017
76 AN MIKYEONG 357 1,000.00 September 22, 2017
77 KIM JAERYUN 357 1,000.00 September 22, 2017
78 JANG MINHEE 1,000 2,800.00 September 22, 2017
79 DO HYUNTAE 357 1,000.00 September 22, 2017
80 HWANG OKBOUN 357 1,000.00 September 22, 2017
81 SUNG JONGPIL 357 1,000.00 September 22, 2017
82 KIM JUNGJA 1,296 3,630.00 September 22, 2017
83 NOH WOOJEONG 714 2,000.00 September 22, 2017
84 KIM MINSEO 357 1,000.00 September 22, 2017
85 KIM EUNSOOK 357 1,000.00 September 22, 2017
86 KIM EUNHYANG 357 1,000.00 September 22, 2017
87 SON BOGYEONG 357 1,000.00 September 22, 2017
88 HWANG YOUNGOK 869 2,432.00 September 22, 2017
89 LEE CHOULYONG 310 870.00 September 22, 2017
90 RYU JEAHAG 357 1,000.00 September 22, 2017
91 KIM JOUNG MI 310 870.00 September 22, 2017
92 KIM GIWOO 357 1,000.00 September 22, 2017
93 BASIAH BINTI MUSAL 117 327.00 September 22, 2017
94 SANNANG BIN RAFI 432 1,209.00 September 22, 2017
95 SHIM SHOO FAH 533 1,491.00 September 22, 2017

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

 

 

 

 20 
 

 

 

ITEM 5. OTHER INFORMATION

 

On September 19, 2017, Ms. HE Qianying resigned from the Board of Directors and her respective executive positions of IGS Capital Group Limited as part of the Company’s management reorganization. The resignation by her did not involve any disagreements with the Company or the management of the Company.

 

On September 20, 2017, the Company engaged HKCMCPA Company Limited, as its new independent registered public accountant.

 

On November 1, 2017, the Board of Directors of the Company approved the subscription of the company’s shares. Total 8,248 shares of common stock issued. The total number of share outstanding increased to 3,583,175 shares. For details, please refer to Note 8 stated in Item 1 of Part I.

 

ITEM 6. EXHIBITS

 

(1)  

Exhibits: Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits following the signature page of this Form 10-Q, which is incorporated herein by reference.

 

 

 

 

 

 

 

 21 
 

  

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  IGS CAPITAL GROUP LIMITED  
       
       
       
Dated: December 29, 2017 By: /s/ Kok Seng Yeap  
    Kok Seng Yeap  
    Director  
    (Chief Executive Officer, Chief Financial Officer and Secretary)  
       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 22 
 

INDEX TO EXHIBITS

 

 

Exhibit No.   Description
     
31.1   Certification of Director and Chief Executive Officer  
       
31.2   Certification of Chief Financial Officer  
       
32.1   Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002  
       
32.2   Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002  
       
101   The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at September 30, 2017 and December 31, 2016, (ii) Statement of Operations for the three months and nine months ended September 30, 2017 and 2016, (iii) Statement of Cash Flows for the nine months ended September 30, 2017 and 2016, and (iv) Notes to Financial Statements.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 23