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EX-32.2 - CERTIFICATION - Mi1 Global TelCo, Inc.mi1_10k-ex3202.htm
EX-32.1 - CERTIFICATION - Mi1 Global TelCo, Inc.mi1_10k-ex3201.htm
EX-31.2 - CERTIFICATION - Mi1 Global TelCo, Inc.mi1_10k-ex3102.htm
EX-31.1 - CERTIFICATION - Mi1 Global TelCo, Inc.mi1_10k-ex3101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

xAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2017

 

¨ 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 000-53749

 

Mi1 Global TelCo., Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

State of Nevada, USA

(State or Other Jurisdiction of Incorporation or Organization)

98-0632051

(I.R.S. Employer Identification No.)

 

36, JALAN SERI UTARA 3/3C, KIPARK AVENUE

OFF JALAN IPOH, 68100 KUALA LUMPUR

WILAYAH PERSEKUTUAN, MALAYSIA

(Address of Principal Executive Offices)

 

+603 6241 2023 / +603 6242 1028

(Registrant’s 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
None N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨ Yes   x 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   x 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 Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. x 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 (§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   x No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.

 

Large accelerated filer     ¨ Accelerated filer  ¨
Non-accelerated filer     ¨ (Do not check if a smaller reporting company) Smaller reporting company  x
  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  x No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $8,967 as of June 30, 2017 (the registrant’s most recently completed second quarter), based upon total outstanding shares as of such date of 181,222,531, of which 89,666,040 shares were held by non-affiliates. As of June 30, 2017, the last transacted price of the registrant was US$0.0001 per share.

 

As of March 31, 2018, there were 20,000 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

 

None.

 

   
 

 

TABLE OF CONTENTS

 

        PAGE
PART I      
         
  Item 1 Business   3
  Item 1A Risk Factors   5
  Item 1B Unresolved Staff Comments   5
  Item 2 Properties   5
  Item 3 Legal Proceedings   5
  Item 4 Mine Safety Disclosures   5
          
PART II      
         
  Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   6
  Item 6 Selected Financial Data   7
  Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations   7
  Item 7A Quantitative and Qualitative Disclosures About Market Risk   12
  Item 8 Financial Statements and Supplementary Data   12
  Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   13
  Item 9A Controls and Procedures   13
  Item 9B Other Information   13
         
PART III      
         
  Item 10 Directors, Executive Officers and Corporate Governance   14
  Item 11 Executive Compensation   16
  Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   17
  Item 13 Certain Relationships and Related Transactions, and Director Independence   18
  Item 14 Principal Accountant Fees and Services   18
         
PART IV      
         
  Item 15 Exhibits, Financial Statement Schedules   19
Item 16 Form 10-K Summary   19
         
SIGNATURES     20
       
EXHIBITS     21

 

 

 

 i 
 

 

Forward Looking Statements

 

The information contained in this Report 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.

 

 

 

 

 

 

 

 

 ii 
 

 

PART I

 

ITEM 1. BUSINESS

 

Overview

 

Mi1 Global Telco., Inc. (“the Company”), formerly known as Domain Extremes Inc., was incorporated in the State of Nevada in January 2006 and is a development stage company. Our business is to develop and operate Internet websites and applications on mobile platforms. We earn revenues through advertisements sold on these websites and applications. Our goal is to become a major network of consumer-based websites and applications targeting viewers in the Hong Kong and Greater China Basin with contents on travel, food, entertainment, activities and city life. As of the date of this Annual Report, we have launched the website www.drinkeat.com, which provides reviews of restaurants in Hong Kong. We plan to develop additional websites and solicit advertisement for those websites through third-party agents.

 

We are a controlled corporation with the substantial majority of our shares held by Mi1 Global Limited (“Mi1”), a company registered in the Republic of Vanuatu. Mi1 acquired a 51% stake in our company in February 2016. As a result, there can be no assurance that our business and/or our strategy will not change over time as a result of Mi1’s interest.

 

On May 1, 2017, the Company filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada changing the Company’s name from Domain Extremes Inc. to Mi1 Global Telco., Inc. and the authorized shares of common stock, par value $0.001, from 200,000,000 shares to 1,200,000,000 shares. The name change became effective with FINRA on July 19, 2017.

 

Beginning on July 19, 2017, the Company’s shares of common stock began trading on the OTC Pink Marketplace under the symbol “MIGT” to reflect the Company’s new name.

 

On August 7, 2017, the Company filed a certificate of change with the Secretary of State of Nevada to effectuate a reverse stock split (the “Stock Split”) of its issued and outstanding shares of common stock on a 1-for-10,000 basis. The number of its authorized shares of common stock will remain at 1,200,000,000 shares, par value $0.001. The Stock Split became effective with FINRA on October 24, 2017 (the “Effective Date”). As of that date, every 10,000 shares of issued and outstanding common stock were converted into one share of common stock.  No fractional shares will be issued in connection with the Stock Split. Instead, any fractional shares will be rounded up to the next whole share and a holder of record of old common stock on the Effective Date who would otherwise be entitled to a fraction of a share will, in lieu thereof, be issued one whole share.

 

Our Business

 

We are an active developer and operator of lifestyle-centered websites and mobile platform applications in the Hong Kong and Greater China Basin. We intend to build content centered on travel, food, city life and entertainment in the region.

 

Our content is delivered through internet-connected browser-based devices such as personal computers, laptops and mobile devices. As a result, our content is available globally and our distribution is potentially unlimited in breadth. Thus, while our primary market focus is Hong Kong and the Greater China Basin, we are able to reach those consumers and content providers around the world who have an interest in this region.

 

Our site www.drinkeat.com, also known as Hong Kong Restaurant Review, provides reviews on Hong Kong restaurants. We invite food critics to contribute review articles on restaurants in Hong Kong either for a small fee or by obtaining their consent to post a previously printed article without charge. Reviews are written in Chinese for the general public in Hong Kong and Chinese tourists who plan to visit Hong Kong. Contributors are paid a nominal fee on a per-article basis either in cash, if available, or through the issuance of shares in the Company. We rely on five active individual contributors to provide reviews, although we do not have formal agreements with any. There are several websites providing similar reviews on Hong Kong restaurants.

 

We will gradually develop other websites utilizing domain names we currently own or develop or acquire in the future. We plan to solicit advertisements through third party agents. Depending on the nature of the content of the websites, prospective advertisers include restaurants, hotels, travel agents, department stores and retail outlets. We also include pay-per-click advertisements in our websites. Our hope is that when our network of websites has increased to at least five, we will be able to attract and retain more traffic, redirecting users to other websites in our network.

 

We have contracted with programming firms in Hong Kong and China to develop websites for our network. Once a domain name and theme have been decided by our directors, we contact potential development firms for initial discussion regarding our proposal. Our directors maintain close contact with the programming firms during development of the website and conduct testing throughout the development process. Additionally, we intend to carry out enhancements on our websites from time to time based upon member feedback.

 

We will continue to develop lifestyle applications on iPhone and other mobile platforms.

 

 

 

 

 3 
 

 

Our Strategy

 

In order to develop our platform, we intend to:

 

  Promote our existing websites to increase readership, popularity and site-loyalty through on-line advertisements, principally through search advertising and banner advertisements;
     
  Launch a public relations campaign, through print and other media, to promote our websites;
     
  Develop banner exchange programs with other websites;
     
  Recruit additional writers and contributors to enhance and update site content to maintain the relevance of the information, as well as free-lance writers to publicize sites in related forums;
     
  Utilize consultants to optimize search engines in order to enhance and maintain website ranking;
     
 

Expand the network through the application of new domain names, as well as the acquisition of websites and forums targeting the same consumer base;

     
  Develop additional lifestyle-related mobile phone applications for iPhone and, where appropriate, other mobile platforms, and promote them using online key word search advertisements; and
     
  Generate revenue from user fees and online advertising income at space provided in mobile phone applications.

 

As noted above, we are a controlled corporation and there can be no assurance that our principal shareholder, Mi1 Global Limited, will not change our business or our strategy in the future.

 

Competition

 

We face intense competition from other online content providers who also offer lifestyle information services. These providers are not necessarily based in the Hong Kong or Greater China Basin region, but may be based anywhere in the world given the availability of the internet. We also face competition from new technologies that could potentially make demand for our website services outdated or inconvenient.

 

Intellectual Property

 

We rely on a combination of trademarks, trade secrets and contract law rights in order to protect our brand, intellectual property assets and confidential or proprietary information (our “Proprietary Rights”). Our Proprietary Rights are among the most important assets we possess and we depend significantly on these Proprietary Rights in being able to effectively compete in our industry. We cannot be certain that the precautions we have taken to safeguard our Proprietary Rights will provide meaningful protection from the unauthorized use by others. If we must pursue litigation in the future to enforce or otherwise protect our Proprietary Rights, or to determine the validity and scope of the rights of others, we may not prevail and will likely have to make substantial expenditures and divert valuable resources in the process. Moreover, we may not have adequate remedies if our Proprietary Rights are appropriated or disclosed.

 

We hold Proprietary Rights to our domain names and, as we develop and acquire content for our sites, we intend to make trademark and copyright applications as appropriate to protect our intellectual property in Hong Kong and elsewhere as we deem appropriate. As we contract with other parties, including website and content developers and advertisers, we intend to ensure that our content and services do not infringe upon the intellectual property rights of others. As a general matter, to date we have acquired and not licensed rights to content for our websites.

 

 

 

 

 4 
 

 

Regulation

 

There are currently no restrictions in Hong Kong on the dissemination of information through the Internet, except as stipulated in the “Control of Obscene and Indecent Article Ordinance” (COIAO). The contents of our existing websites, and those in development, do not fall into the categories subject to censorship under the COIAO.

 

The Hong Kong Government is reviewing the filtering of information on the Internet to protect the youth from accessing obscene material. We do not believe that, even if new laws or regulations are enacted in this regard, our business activities would be affected given our target audience and content. However, if new technical requirements, such as filtering software, are imposed, data transmission speed could adversely be affected.

 

We are not aware of any regulations in any of the jurisdictions in which we intend primarily offer our content or services that would require us to be licensed to distribute content over the public Internet.

 

Employees

 

As of December 31, 2017, the Company had no employees.

 

Where You Can Find Us

 

Our principal executive office is located at 36, Jalan Seri Utara 3/3C, Kipark Avenue, Off Jalan Ipoh, 68100 Kuala Lumpur, Wilayah Persekutuan, Malaysia. Our telephone number is +603 6241 2023 and +603 6242 1028.

 

ITEM 1A.RISK FACTORS

 

This information is not required of smaller reporting companies.

 

ITEM 1B.UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

ITEM 2.PROPERTIES

 

We do not own any property. Our executive offices are located at 36, Jalan Seri Utara 3/3C, Kipark Avenue, Off Jalan Ipoh, 68100 Kuala Lumpur, Wilayah Persekutuan, Malaysia, which is office space that we share with certain other development stage companies. As we continue to grow our business, we may find it necessary to secure separate office space; however, for our current needs the present space is sufficient and cost-efficient.

 

ITEM 3.LEGAL PROCEEDINGS

 

None.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 

 

 

 5 
 

 

PART II

 

ITEM 5.MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

The Company’s stock is assigned the symbol MIGT and is quoted and traded on the OTC Pink Marketplace. The last transacted price of our common stock was $0.0001 when 238 shares were traded on December 22, 2014. The trading of our common stock is sporadic and we believe that there is no established trading market for our common stock.

 

Holders

 

As of December 31, 2017, we had 20,000 shares of our common stock issued and outstanding, and held by 755 persons.

 

In general, pursuant to Rule 144 adopted under the Securities Act of 1933, as amended, a shareholder who owns restricted shares of a company which files periodic reports with the Securities and Exchange Commission and who has a holding period of at least six months, is entitled to sell such shares in accordance with the provisions of Rule 144. In the event the shareholder is a non-affiliate of the issuer, he or she may make unlimited public resales of shares under Rule 144 provided that the current public information requirement is satisfied. A non-affiliate who has a holding period of more than one year, may make unlimited resales of shares without compliance with any other requirement of Rule 144. Persons who are affiliates of the issuer must comply with all requirements of Rule 144 in conjunction with resales of their shares including the current public information requirement, the volume limitations, the manner of sale requirements and the filing of a Form 144. Therefore, the possible sale of our currently outstanding shares pursuant to Rule 144 may, in the future, have a depressive effect on the price of our common stock in the over-the-counter market.

 

Dividends

 

We have never declared or paid a dividend on our common stock and, because we have very limited resources and a substantial accumulated deficit, we do not anticipate declaring or paying any dividends on our common stock in the foreseeable future. Rather, we intend to retain earnings, if any, for the continued operation and expansion of our business. It is unlikely, therefore, that the holders of our common stock will have an opportunity to profit from anything other than potential appreciation in the value of our common shares held by them. If you require dividend income, you should not rely on an investment in our common stock.

 

Equity Compensation Plans

 

We do not currently have any equity compensation plans.

 

Performance Graph

 

This information is not required of smaller reporting companies.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

The Company did not issue any shares without registration in 2016.

 

On March 7, 2017, we issued 40 shares of our common stock to Azari Bin A Ghani, Mazlan Bin Muhammad, Syed Mokhtar Bin Syed Agil and Tengku Faikah Binti Tengku Ismail (10 shares each) for a consideration of US$400.

 

On April 13, 2017, we issued 70 shares of our common stock to Romli Bin Che Noh, Suhaila Binti Md Arsid Arshad, Yu Ming Ngee, Ritha Tumiar Situmorang, Norizan Binti A Latif, Mohammad Zamri Bin Wan Chik and Adicandra Manurung (10 shares each) for a consideration of US$700.

 

On June 30, 2017, we issued 60 shares of our common stock to Mohd Afidi Bin Abdullah, Den Wijaya, Ching Yang Det and Mohd Zaki Bin Ahmadl (10 shares each) and Johanes Abednego (20 shares) for a consideration of US$600.

 

Such shares were issued to persons reasonably believed by us to be non-U.S. persons, as defined under Regulation S under the Securities Act.

 

Issuer Purchases of Equity Securities.

 

None.

 

 

 

 6 
 

 

ITEM 6.SELECTED FINANCIAL DATA

 

This information is not required of smaller reporting companies.

 

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements, related notes, and other detailed information included elsewhere in this Annual Report on Form 10-K. Our financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), contemplate that we will continue as a going concern, and do not contain any adjustments that might result if we were unable to continue as a going concern, however, our independent registered public accounting firm has added explanatory paragraphs in Note 1 of each of our audited consolidated financial statements for the fiscal years ended December 31, 2017 and 2016, respectively, raising substantial doubt as to our ability to continue as a going concern. Certain information contained below and elsewhere in this Annual Report on Form 10-K, including information regarding our plans and strategy for our business, constitute forward-looking statements. See "Cautionary Statement Regarding Forward-Looking Statements.”

 

Overview

 

We are a development stage company organized under the laws of the State of Nevada in January 2006. Our business is to develop and operate Internet websites and mobile phone applications and we intend to earn revenues through advertisements sold on these websites and mobile platforms. Our goal is to become the largest network of consumer-based websites and iPhone applications and similar mobile platforms targeting viewers in the Hong Kong and Greater China Basin with contents on travel, food, entertainment, activities and city life. We plan to develop additional websites and mobile phone applications. We generate advertising revenues through banner and pay-per-click advertisements, as well as through application user fees.

 

Results of Operations

 

Two Years Ended December 31, 2017 and 2016

 

Net Sales

 

We generated revenues of $3,667 for the year ended December 31, 2017, compared to $7,538 for fiscal 2016. The decrease in revenue was mainly due to discounts offered to our advertisers. Our principal source of revenues is from advertising banners on our websites. We also intend to generate future revenues from advertising and user fees related to our mobile phone applications.

 

Net Loss

 

We have incurred a net loss of $80,502 in 2017 compared to a net loss of $79,929 in 2016, principally due to a substantial decrease in our revenues and other income as discussed below.

 

We had other income of $334 in 2017, attributable to the admin fees for new shares subscription and $11,077 in 2016, attributable to the write-off of accrued director fees and secretary fees.

 

We incurred general, administrative and operating expenses of $84,503 in 2017 and $98,544 in 2016. Of these amounts, $nil related to the value of director fees to our directors in each of 2017 and 2016, respectively, in lieu of cash compensation for services rendered. In addition, a substantial portion of our expenses for the years ended December 31, 2017 and December 31, 2016 related to accounting service fees, legal service fees and professional service fees. 

 

Taxes

 

Due to our lack of revenues, we have not incurred any tax obligations since inception. However, we would anticipate that income tax obligations will arise as we begin to generate significant revenue in the future.

 

Liquidity and Capital Resources

 

At December 31, 2017, we had cash and cash equivalents of $3,259, compared to $7,833 at December 31, 2016, a decrease of $4,574. This decrease is principally due to the increase in cash used in operation.

 

 

 

 

 7 
 

 

Currently, we have limited operating capital. We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues, if any, generated from our business operations alone may not be sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business, and to further expand our business.

 

We expect our cash flow needs over the next 12 months to be approximately $90,000. However, this amount may be materially increased if market conditions are favorable for a more rapid expansion of our business model or if we adjust our model to exploit strategic acquisition opportunities. In addition, we may require additional cash flow to support our public company reporting requirements in the United States. Although our average monthly expenditures to date have averaged less than $7,500, we expect this rate to increase exponentially as our business expands. To date, we have been financed principally by our directors; however, we expect to secure third party financing or bank loans as necessary until we secure sufficient revenues, principally from advertisers on our websites, to sustain our ongoing operations.

 

Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

 

Going Concern Uncertainties

 

The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of $80,502 (from operations) for the year ended December 31, 2017 and an accumulated deficit of $743,882. It also sustained operating losses in prior years as well. These factors raise substantial doubt as to its ability to remain a going concern and obtain debt and/or equity financing and achieve profitable operations.

 

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. Since January 23, 2006, the Company has generated revenue and has incurred an accumulated deficit of $743,882.

 

Besides devoting its efforts to develop websites on the Internet and through which to generate advertising income, the Company is exploring other business opportunities in Asia. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, develop websites, generate advertising income, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

The Company intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

 

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2017, we did not have any off-balance sheet arrangements.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

 

 

 

 8 
 

 

Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. We have identified the following accounting policies, described below, as the most critical to an understanding of our current financial condition and results of operations.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in US dollars.

 

Use of Estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

 

Income Taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any 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.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the years ended December 31, 2017 and 2016, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2017 and 2016, the Company did not have any significant unrecognized uncertain tax positions.

 

Comprehensive Income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

Stock-based Compensation

 

The Company accounts for employee and non-employee stock awards under ASC Topic 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

 

Issuance of Shares for Service

 

The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

 

 

 

 

 9 
 

 

Foreign Currencies Translation

 

The functional currency of the Company is Hong Kong dollars (“HK$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

 

For financial reporting purposes, assets and liabilities of its subsidiaries whose functional currency is not the 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 subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

Fair Value of Financial Instruments

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease and short-term bank borrowing approximate the carrying amount.

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

•          Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

•          Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

•          Level 3 : Inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Net Loss Per Share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

 

 

 

 10 
 

 

Revenue Recognition

 

In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenues from advertising insertion revenue in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. If fixed-fee advertising is displayed over a term greater than one month, revenues are recognized ratably over the period as described below. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company recognizes revenue for the period by pro-rating the total arrangement fee to revenue and deferred revenue based on a measure of proportionate performance of its obligation under the insertion order. The Company measures proportionate performance by the number of placements delivered and undelivered as of the reporting date.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation guidance in some areas and add practical expedients: In March 2016, ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations; in April 2016, ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; in May 2016, ASU 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients; and in December 2016, ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers . The Company’s is currently finalizing its evaluation of standard product sales arrangements and has identified an adoption impact related to revenue from certain distributor agreements which was deferred until the period in which the distributor sells through the inventory to the end customer. In connection with the adoption of ASU 2014-09, the Company will change the recognition of sales to these distributors whereby revenue will be estimated and recognized in the period in which the Company transfers control of the product to the distributor; the adoption impact is not expected to be material. Other than this impact, the Company has not identified any expected impact on the timing and measurement of revenue for standard product sales arrangements from the adoption of the standard and the Company is currently formalizing its final conclusions.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases . The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018.

 

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The guidance was effective for the Company in the first quarter of 2017.

 

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash , which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The new standard must be adopted retrospectively.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis.

 

 

 

 

 

 11 
 

 

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. The new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of loss from operations. ASU 2017-07 also provides that only the service cost component is eligible for capitalization. The standard is effective for the Company in the first quarter of 2018, with adoption to be applied on a retrospective basis.

 

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting , which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of this ASU are effective for the Company in the first quarter of 2018, with early adoption permitted.

 

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities , which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for the Company in the first quarter of 2019.

 

In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). ASU 2017-14 includes amendments to certain SEC paragraphs within the FASB Accounting Standards Codification (Codification). ASU 2017-14 amends the Codification to incorporate the following previously issued guidance from the SEC. ‘The amendments in ASU No. 2017-14 amends the Codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 116 and SEC Interpretive Release on Vaccines for Federal Government Stockpiles (SEC Release No. 33-10403) that bring existing SEC staff guidance into conformity with the FASB’s adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers.

 

In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

Tabular Disclosure of Contractual Obligations

 

This information is not required of smaller reporting companies.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

This information is not required of smaller reporting companies.

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Financial statements are attached hereto following Part IV, Item 15 beginning on Page F-1 of this Annual Report.

 

 

 

 

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

On June 1, 2017, the Company received a resignation notice by email from Centurion ZD CPA Limited (formerly DCAW (CPA) Limited), its independent registered accounting firm.

 

On July 27, 2017, the Company engaged HKCMCPA Company Limited ("HKCM"), as its new independent registered public accountant. During the year ended December 31, 2016, and prior to July 27, 2017 (the date of the new engagement), we did not consult with HKCM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements by HKCM, in either case where written or oral advice provided by HKCM would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

 

ITEM 9A.CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We have established disclosure controls and procedures to ensure that material information relating to us is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

 

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. Based upon their evaluation as of December 31, 2017, our Principal Executive and Principal Financial and Accounting Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are not effective at that reasonable assurance level.

 

Management's Report on Internal Control Over Financial Reporting

 

Under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial and Accounting Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2017.

 

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 rules of the Securities and Exchange Commission that permit smaller reporting companies to provide only management’s report in this Annual Report.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting during the most recently completed fiscal quarter.

 

ITEM 9B.OTHER INFORMATION

 

None.

 

 

 

 

 

 13 
 

 

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following table sets forth information regarding our executive officers and directors as of December 31, 2017.

 

Name  Age   Principal Position  Appointment/Resignation date
Lim Kock Chiang   43   Director, Chairman and Chief Executive Officer  April 11, 2016
Kok Seng Yeap   42   Director and Vice Chairman  April 11, 2016/February 14, 2017
Kok May EE   27   Director and Chief Financial Officer  April 11, 2016/February 14, 2017
Tan Peng Kwan   54   Director and Chief Operating Officer  April 11, 2016/February 14, 2017
Mustapha Bin Taib   71   Director and Chief Marketing Officer  April 11, 2016/April 14, 2017
Chan Kwong Kean   35   Director  April 11, 2016/February 14, 2017
Phang Fuk Tjhan   48   Director  April 11, 2016/June 30, 2017
Wan Mohd Akmal Bin Wan Salleh   30   Director  April 11, 2016/February 14, 2017
Dadeng Hidayat   46   Associated Director  June 15, 2016/June 30, 2017
Muhammad Yunus Yosfiah   73   Associated Director  June 15, 2016/February 14, 2017

 

Lim Kock Chiang currently serves as the Company’s Chairman and Chief Executive Officer, and is the Founder of Mi1 Group of companies. In addition to his service with the Company, Dato’ Dr. Lim has served as Marketing Manager of My Mi One Telco Solution since 2011 and Smart Magic Belt from 2006 to 2010. In addition, Dato’ Dr. Lim has been involved in his family’s business of egg production since 1994, which penetrated 90% of ASEAN market. Dato’ Dr. Lim started an entrepreneurship in 2006 that has expanded rapidly and has established a strong footing in Malaysia and Indonesia. Dato’ Dr. Lim holds his Doctor of Philosophy of Entrepreneurship from Wisconsin International University. We believe Dato’ Dr. Lim’s extensive experience in the trading industry, together with his experience running several businesses, qualify him to serve as Chairman and Chief Executive Officer.

 

Kok Seng Yeap served as Vice-Chairman of the Company from April 2016 to February 2017. In addition to his service with the Company, Dato’ Kok serves in various other capacities, including Chairman, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer at Toga Capital Limited, positions held since August 2015, Chief Executive Officer, President and Chief Financial Officer at Gold Billion Group Holdings Limited, positions held since November 2014, and Associate Director of First Asia Holdings Limited, a position held since November 2013. Dato’ Kok is also the Owner of RichCorp Holdings Ltd and has previously served as Managing Director of NobleCorp Asset Management Ltd and as an advisor for Hengyep International Wealth Management (Hong Kong) and IVP Holding Co. Ltd (Singapore). Dato’ Kok has served as a director of Gold Billion Group Holdings Limited since November 2014 and Kingsburg Holdings Limited since 2012. Dato’ Kok has received qualifications from the Malaysia Insurance Institute and Rockwills Sdn Bhnd, Malaysia. We believe Dato’ Kok’s vast experience in the financial industry qualifies him to service as Vice-Chairman.

 

Kok May EE served as the Company’s Chief Financial Officer and as a Director from April 2016 to February 2017. In addition to her service with the Company, Ms. Kok is the Director of Finemetal Malaysia Sdn. Bhd, a Company dealing with Swiss precious metal traders, a position she had held since July 2014. Since 2012, Ms. Kok has served as CEO of a financial group company in Hong Kong. Ms. Kok received a finance degree from Middlesex University in London, where she graduated with first class honors. She also holds a MBA from the University of St. Mark & St. John. We believe Ms. Kok’s management and professional knowledge of financial analysis qualify her to serve as our Chief Financial Officer and as a Director.

  

Tan Peng Kwan served as the Company’s Chief Operating Officer and as a Director from April 2016 to February 2017. In addition to his service with the Company, Dr. Tan participates in the management of the Mi1 Group of companies. From 2012 until 2016, Dr. Tan worked as the contracted Chinese Physician of B4ItHappens, in Petaling Jaya, Selangor, Malaysia. Dr. Tan holds a degree in management and a certification in Traditional Chinese Medicine. We believe that Dr. Tan’s experience in administering, directing and coordinating business operations qualifies him to serve as our Chief Operating Officer and as a Director.

 

Mustapha Bin Taib served as the Company’s Chief Marketing Officer and as a Director from April 2016 to April 2017. Prior to joining the Company, Mr. Taib served as Special Officer in the Ministry of Higher Education, Ministry of Agriculture and Ministry of International Trade and Industries, a position he held from 2007 to 2014. In 2005, Mr. Taib was appointed Deputy Director General of Jasa Malaysia and in 2001 he was appointed to a think-tank panel for the Special Affairs Department of the Ministry of Information Malaysia. From 1974 to 1998, Mr. Taib worked as a Lecturer for Kelantan Islamic Foundation, Islam Academic of Malaya University and Yayasan Dakwah Islamiah. We believe that Mr. Taib’s vast network and experience working with governmental entities qualify him to serve as our Chief Marketing Officer and as a Director.

 

 

 

 14 
 

 

Chan Kwong Kean served as a Director of the Company from April 2016 to February 2017. In addition to his service with the Company, Mr. Chan serves as assistant General Manager and Director of Mi1 Group of companies, where he handles all operations. Over the past 14 years, Mr. Chan has worked at TNS Global Market Research Company and MPH Bookstores as a Senior Finance Executive. Mr. Chan has gained additional business experience by running his own franchise retail business, Cosway. Mr. Chan received a Functional Nutrition degree in 2010 from Nutrition Therapist and a Higher Diploma in Accounting in 2003. We believe that Mr. Chan’s vast experience in a wide variety of disciplines qualifies him to serve as a Director.

  

Phang Fuk Tjhan served as a Director of the Company from April 2016 to June 2017. In addition to his service with the Company, Mr. Tjhan serves as General Manager of Pt. Mi One Global Indonesia, a PMA company engaged in telecommunications a position he has held since November 2015. In 2014, Mr. Tjhan worked as an account and finance manager at City Bank in Jakarta. From 2002 to 2008, Mr. Tjhan worked at PT. Laras Cemerlang as a money changer. From 1996 to 2002, Mr. Tjhan worked in banking at Bank Tiara Asia and Citibank. Mr. Tjhan received a degree from STBA-Yapari Bandung in 1994. We believe that Mr. Tjhan’s vast experience in the banking world, together with his hard work and motivation, qualify him to serve as a Director.

 

Wan Mohd Akmal Bin Wan Salleh served as a Director of the Company from April 2016 to February 2017. During the past five years, Mr. Akmal has worked as a consultant in fund management, forex marketing and information technology services. Additionally, Mr. Akmal started his own telecommunications company. Mr. Akmal received a Bachelor’s degree in Electrical Power Engineering in 2010 and is currently working on his MBA. We believe that Mr. Akmal’s vast experience in telecommunications qualifies him to serve as a Director.

  

Dadeng Hidayat served as an Associated Director of the Company from June 2016 to June 2017. In addition to his service with the Company, Mr. Hidayat has served as Coordinator of Corruption Investigation Forum, Secretary of the Foundation of Indonesia Bersatus, Chief of Red and White Center and as a delegate to Tabloid Media Corruption Court in Jakarta during the year 2015. From 2012 to 2015, Mr. Hidayat served as President Director of PT. Stars Duta Indonesia. He served as President Director of PT. Coin Investment Development from 2010 to 2012, President Director of PT. Coins Chem Tech from 2004 to 2009 and PT. Prabu Gentar Bumi from 2001 to 2004. Mr. Hidayat graduated from Universitas Borobudur in 2000 and has also had a career as a journalist. We believe that Mr. Hidayat’s vast experience in financial management and human resources qualifies him to serve as a Director.

 

Muhammad Yunus Yosfiah served as an Associated Director of the Company from June 2016 to February 2017. Prior to his role as Director, Lieutenant General (ret.) Muhammad Yunus’ served as Minister of Information under President Bacharuddin Jusuf Habibie. From 2004 to 2009, Mr. Yosfiah served as a member of Parliament and sat on the Comission XI. In 2002, Mr. Yosfiah became a member of the United Development Party. Prior to his involvement with the United Development Party, he was Information Minister in the Development Reform Cabinet from 1998-1998 and chairman of the ABRI faction in MPR Indonesia in 1997. We believe that Mr. Yosfiah’s vast experience in military and government qualifies him to serve as a Director.

 

Family Relationships

 

Kok Seng Yeap and Kok May EE are siblings. Other than the foregoing, there is no family relationship between any director, executive officer or director nominee.

 

Legal Proceedings

 

During the past ten years, none of our directors, executive officers or control persons have been involved in any of the following events:

 

  any bankruptcy petition filed by or against any business of which such person was an executive officer either at the time of the bankruptcy or within two years prior to that time;

 

  any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

  being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 

  being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

 

 

 

 15 
 

 

  any judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity;

 

  any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions (other than settlements of civil proceedings among private parties); and

 

  any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

 

Code of Ethics

 

We have adopted a written Code of Ethics that applies to all of our officers, directors and employees, including our principal executive officer and principal financial officer, or persons performing similar functions. We will make a copy of our Code of Ethics available to anyone upon written request.

 

Board Nominations

 

There have been no material changes to the Company’s procedures by which stockholders may recommend nominees to the Board of Directors.

 

Audit Committee Matters

 

The Company does not have a formal Audit Committee. All matters are handled by the Board of Directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on copies of such forms received or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended December 31, 2017, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with.

 

ITEM 11.EXECUTIVE COMPENSATION 

 

Executive Officers

 

None of the Company’s Named Executive Officers have received compensation in the form of cash for their management services to the Company since our inception; however, each has received cash or share-based compensation in lieu of cash for services as directors as set forth in the Summary Compensation Table below. Future compensation of officers will be determined by the Board of Directors based upon our financial condition and performance, our financial requirements, and individual performance of each officer.

 

We do not have an employment agreement with the Company’s Named Executive Officers. Further, we have no compensatory plans or arrangements, including payments to be received from the Company, with respect to either Executive Officer or any other of our employees, which would in any way result in payments to any such person because of resignation, retirement or other termination of such person's employment with us, or any change in control of the Company, or a change in the person's responsibilities following such a change in control.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our executive officers and employees.

 

Directors

 

Pursuant to our bylaws, our directors are eligible to be reimbursed for their actual out-of-pocket expenses incurred in attending board meetings and other director functions, as well as fixed fees and other compensation to be determined by our board of directors. The fixed fee is determined by the Board of Directors from time to time. In 2017 and 2016, we did not pay cash compensation to our directors for services as directors. In 2017 and 2016, Mr. Kok Seng Yeap’s reimbursed expenses were $48,793 and $46,600, respectively.

 

 

 

 

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Compensation Committee Interlocks and Insider Participation; Compensation Committee Report

 

This information is not required of smaller reporting companies.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2017. The information in this table provides the ownership information for:

 

  each person known by us to be the beneficial owner of more than 5% of our common stock;

 

  each of our directors and executive officers; and

 

  all of our directors and executive officers as a group.

 

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock and those rights to acquire additional shares within sixty days. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares of common stock indicated as beneficially owned by them, except to the extent such power may be shared with a spouse. Common stock beneficially owned and percentage ownership are based on 20,000 shares of common stock currently outstanding and no additional shares potentially acquired within sixty days.

 

Name and Address

of Beneficial Owner(1)

 

Sole Voting and

Investment Power

  

Shared Voting and

Investment Power

  

Total

Beneficially

Owned

  

Percentage of

Outstanding Shares

Beneficially Owned

 
Lim Kock Chiang(2)       7,325    7,325    36.6% 
Kok Seng Yeap(3)(4)       1,831    1,831    9.2% 
Mi1 Global Limited
Rm 1202A, 12/F Empire Centre
68 Mody Road, Tsimshatsui, Kowloon, Hong Kong
        9,156    9,156    45.8% 
Kok May EE(4)                
Tan Peng Kwan(4)                
Mustapha Bin Taib(5)                
Chan Kwong Kean(4)                
Phang Fuk Tjhan(6)                
Wan Mohd Akmal Bin Wan Salleh(4)                
Dadeng Hidayat(6)                
Muhammad Yunus Yosfiah(4)                
All directors and executive officers as a group (10 persons)       9,156    9,156    45.8% 

 

 

(1) Unless otherwise indicated, the address of such beneficial owner is the Company’s principal executive office, which is located at 36, Jalan Seri Utara 3/3C, Kipark Avenue, Off Jalan Ipoh, 68100 Kuala Lumpur, Wilayah Persekutuan, Malaysia.
(2) Shares of common stock held by Mi1 Global Limited, which Mr. Lim may be deemed to own beneficially.  
(3) Shares of common stock held by Mi1 Global Limited, which Mr. Kok may be deemed to own beneficially.
(4) Resigned in February 2017.
(5) Resigned in April 2017.
(6) Resigned in June 2017.

 

 

 

 

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Change of Control Arrangements

 

None.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

None.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Our directors have advanced funds on an interest-free basis, with no maturity date, from inception for working. Amounts advanced totaled $156,493 in 2017 and $98,306 in 2016. In 2017 and 2016, Mr. Kok Seng Yeap advanced amounts for cash and professional service fees.

 

As of the date of this Annual Report, we have no standing committees and our entire board of directors serves as our audit and compensation committees. We have determined that none of our directors are independent based on an analysis of the standards for independence set forth in Section 121A of the American Stock Exchange Company Guide. If we undertake to qualify our common stock for quotation in the over-the-counter market, we may need to ensure we meet any eligibility requirements with respect to independent directors.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Audit Fees

 

During the year ended December 31, 2017, we paid our principal accountants $7,821 in connection with our annual audit for the year ended December 31, 2016 and the review of our Quarterly Reports on Form 10-Q. The fee for the audit of the financial statements included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2017 is $5,000. The aggregate of such fees is $12,821.

 

Audit-Related Fees

 

We did not receive audit-related services that are not reported as Audit Fees for the year ended December 31, 2017.

 

Tax Fees

 

During fiscal 2017, our principal accountant did not render services to us for tax compliance, tax advice and tax planning.

 

All Other Fees

 

During fiscal 2017, there were no fees billed for products and services provided by the principal accountant other than those set forth above.

 

Audit Committee Approval

 

We do not have a formal audit committee. Our Board of Directors pre-approved all of the foregoing services.

 

 

 

 

 

 

 18 
 

 

PART IV

 

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a) The following Exhibits are filed as part of this report.

 

Exhibit No. Description
   
3.1 Articles of Incorporation, as amended as of May 4, 2009
   
3.2 By-laws, as currently in effect
   
10.1 Financial Consulting Services Agreement, dated as of January 1, 2007, by and among Mega Pacific Capital Inc. and Domain Extremes Inc.
   
10.2 Project Agreement, dated January 11, 2008, between Domain Extremes Inc. and Guangzhou Sunnasia Digital Technology Co. Ltd.
   
10.3 Service Agreement, dated February 17, 2016, between Domain Extremes Inc. and Fintel (USA) Ltd.
   
14.1 Code of Business Conduct and Ethics
   
31.1* Certification of  Chairman and Director
   
31.2* Certification of Chief Executive 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 Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at December 31, 2017 and 2016, (ii) Statement of Operations for the years ended December 31, 2017 and 2016, (iii) Statement of Stockholders’ Equity for the years ended December 31, 2017 and 2016, and (iv) Statement of Cash Flows for the years ended December 31, 2017 and 2016,  (v) Notes to Financial Statements.

 

*Filed herewith

 

(1)Incorporated by reference to the Registrant’s Registration Statement on Form 10, dated August 3, 2009, SEC File No. 000-53749.
(2)Incorporated by reference to the Exhibits to our Form 10-K filed on March 31, 2017

 

ITEM 16.FORM 10-K SUMMARY

 

Not applicable.

 

 

 

 

 

 19 
 

 

MI1 GLOBAL TELCO., INC.

 

INDEX TO FINANCIAL STATEMENTS

 

  PAGES
   
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2
   
BALANCE SHEETS F-3
   
STATEMENTS OF OPERATIONS F-4
   
STATEMENTS OF STOCKHOLDERS’ DEFICIT F-5
   
STATEMENTS OF CASH FLOWS F-6
   
NOTES TO FINANCIAL STATEMENTS F-7 – F-12

 

 

 

 

 

 F-1 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors and Stockholders of

Mi1 Global Telco., Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Mi1 Global Telco., Inc. (the “Company”) as of December 31, 2017 and 2016, and the related statements of operation, cash flows, and changes in stockholders’ deficit for each of the two years in the period ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter

 

As discussed in Note 2 to the financial statements, as of December 31, 2017, the Company experienced an accumulated deficit of $743,882 and suffered from continuous losses for each of the two years in the period ended December 31, 2017. Management’s plans in regard to this matter are described in Note 2.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

 

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

 

/s/ HKCMCPA Company Limited

 

We have served as the Company’s auditor since 2017.

 

Hong Kong, China

 

May 22, 2018

 

 

 

 F-2 
 

 

MI1 GLOBAL TELCO., INC.

BALANCE SHEETS

(Stated in US Dollars)

 

   At December 31,   At December 31, 
   2017   2016 
   $   $ 
ASSETS          
Current Assets :          
Account receivable and prepayment   2,476     
Cash and cash equivalents   3,259    7,833 
           
Total Current Assets   5,735    7,833 
           
TOTAL ASSETS   5,735    7,833 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
LIABILITIES          
Current Liabilities :          
Accrued expenses and other payables   53,557    31,460 
Amounts due to related parties   348,901    294,381 
           
Total Current Liabilities   402,458    325,841 
           
TOTAL LIABILITIES   402,458    325,841 
           
           
STOCKHOLDERS’ DEFICIT          
Common stock          
Par value: US$0.001          
Authorized: 2017 – 1,200,000,000 shares (2016 – 200,000,000 shares)          
Issued and outstanding: 2017 – 20,000 shares (2016 – 17,952 shares)   20    18 
Common stock to be subscribed   87     
Additional paid-in capital   347,052    345,354 
Accumulated deficit   (743,882)   (663,380)
           
TOTAL STOCKHOLDERS’ DEFICIT   (396,723)   (318,008)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   5,735    7,833 

 

Note: There was a 1-for-10,000 reverse stock split of the Company’s common stock effective on October 24, 2017.

 

See accompanying notes to financial statements.

 

 

 F-3 
 


MI1 GLOBAL TELCO., INC.

STATEMENTS OF OPERATIONS

(Stated in US Dollars)

 

   For the Year ended   For the Year ended 
   December 31,   December 31, 
   2017   2016 
   $   $ 
Revenue   3,667    7,538 
           
Other operating income   334    11,077 
Administrative and other operating expenses, including share based compensation   (84,503)   (98,544)
           
Operating loss before income taxes   (80,502)   (79,929)
Income taxes        
           
Net loss and comprehensive loss   (80,502)   (79,929)
           
Net loss per share
- Basic and diluted
   (0.00)   (0.00)
Weighted average shares of common stock
- Basic and diluted
   18,421    17,952 

 

Note: There was a 1-for-10,000 reverse stock split of the Company’s common stock effective on October 24, 2017.

 

See accompanying notes to financial statements.

 

 

 F-4 
 

 

MI1 GLOBAL TELCO., INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Stated in US Dollars)

 

       Common   Additional         
   Common Stock   Stock to be   Paid-In   Accumulated     
   Shares   Amount   Subscribed   Capital   Deficit   Total 
       $   $   $   $   $ 
Balance, December 31, 2015 (restated)   17,952    18        345,354    (583,451)   (238,079)
                               
Net loss and comprehensive loss                   (79,929)   (79,929)
                               
Balance, December 31, 2016   17,952    18        345,354    (663,380)   (318,008)
                               
Issuance of common stock   170            1,700        1,700 
                               
Common stock to be subscribed           87            87 
                               
Fractional shares from reverse split   1,878    2        (2)        
                               
Net loss and comprehensive loss                   (80,502)   (80,502)
                               
Balance, December 31, 2017   20,000    20    87    347,052    (743,882)   (396,723)

 

Note: There was a 1-for-10,000 reverse stock split of the Company’s common stock effective on October 24, 2017.

 

 

See accompanying notes to financial statements.

 

 F-5 
 

 

MI1 GLOBAL TELCO., INC.

STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

 

  

For the Year ended December 31,

2017

  

For the Year ended December 31,

2016

 
   $   $ 
Cash flows from operating activities:          
Net loss   (80,502)   (79,929)
Changes in current assets and liabilities          
Increase in prepayment   (2,476)    
Increase in amount due to related parties   54,520    84,723 
Increase in accrued expenses and other payables   22,097    3,000 
           
Net cash (used in)/provided by operating activities   (6,361)   7,794 
           
Cash flows from financing activities:          
Issuance of common stock   1,700     
Proceeds from stocks subscription   87     
           
Net cash provided by financing activities   1,787     
           
Net (decrease)/increase in cash and cash equivalents   (4,574)   7,794 
           
Cash and cash equivalents at beginning of the year   7,833    39 
           
Cash and cash equivalents at end of the year   3,259    7,833 
           
Supplementary disclosures of cash flow information:          
Cash paid for interest        
           
Cash paid for income taxes        

 

 

See accompanying notes to financial statements.

 

 F-6 
 

 

MI1 GLOBAL TELCO., INC.

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

 

1.Organization and nature of operations

 

Mi1 Global Telco., Inc. (“the Company”), formerly known as Domain Extremes Inc., was organized under the laws of the State of Nevada on January 23, 2006.

 

The Company is principally engaged in advertisements on websites and applications. The Company’s goal is become a major network on travel, food, entertainment, activities and city life. The Company has launched the website www.drinkeat.com, which provides reviews of restaurants in Hong Kong.

 

On May 1, 2017, Domain Extremes Inc. (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 Domain Extremes Inc. to “Mi1 Global Telco., Inc.”. The name change will become effective with FINRA on July 19, 2017.

 

On May 1, 2017, Domain Extremes Inc. (the “Company”) filed with the Nevada Secretary of State a certificate of amendment (the “Amendment”) to the Company’s Articles of Incorporation. The Amendment, previously approved by the Company’s board of directors on August 31, 2016 and stockholders on November 4, 2016, changed (a) the name of the Company from “Domain Extremes Inc.” to “Mi1 Global TelCo., Inc.” and (b) the authorized shares of common stock, par value $0.001, from 200,000,000 shares to 1,200,000,000 shares. The Amendment became effective upon its filing.

 

On October 24, 2017, the Company effectuated a reverse split of the Company’s issued and outstanding common stock on a 1 for 10,000 (1:10,000) bases, pursuant to which the authorized shares of common stock remain 1,200,000,000 shares and the par value remains $0.001. All share and earnings per share information have been retroactively adjusted to reflect the stock split in the financial statements.

 

2.Going concern uncertainties

 

The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

As of December 31, 2017, the Company experienced an accumulated deficit of $743,882 and net loss of $80,502 for the year ended December 31, 2017. The continuation of the Company as a going concern through December 31, 2018 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 

3.Summary of significant accounting policies

 

The accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in US dollars.

 

Fiscal Year-End

 

The Company’s fiscal year is December 31.

 

Use of estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

 F-7 
 

 

Cash and cash equivalents

 

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this 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 basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any 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.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the years ended December 31, 2017 and 2016, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2017 and 2016, the Company did not have any significant unrecognized uncertain tax positions.

 

Comprehensive income

 

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

Foreign currencies translation

 

The functional currency of the Company is Hong Kong dollars (“HK$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

 

For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

 

Fair value of financial instruments 

 

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease and short-term bank borrowing approximate the carrying amount.

 

 

 

 F-8 
 

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

•          Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

•          Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

•          Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Revenue recognition

 

The Company recognized revenues from advertising insertion revenue in the period in which the advertisement is displayed, provided that evidence of an arrangement exists, the fees are fixed or determinable and collection of the resulting receivable is reasonably assured. If fixed-fee advertising is displayed over a term greater than one month, revenues are recognized ratably over the period as described below. The majority of insertion orders have terms that begin and end in a quarterly reporting period. In the cases where at the end of a quarterly reporting period the term of an insertion order is not complete, the Company recognizes revenue for the period by pro-rating the total arrangement fee to revenue and deferred revenue based on a measure of proportionate performance of its obligation under the insertion order. The Company measures proportionate performance by the number of placements delivered and undelivered as of the reporting date.

 

Net loss per share

 

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

Recently issued accounting pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers . The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , which defers the required adoption date of ASU 2014-09 by one year. As a result of the deferred effective date, ASU 2014-09 will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted but not before the original effective date of the new standard of the first quarter of fiscal 2017. The following ASUs were subsequently issued by the FASB to clarify the implementation guidance in some areas and add practical expedients: In March 2016, ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations; in April 2016, ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; in May 2016, ASU 2016-12, Revenue from Contracts with Customers: Narrow Scope Improvements and Practical Expedients; and in December 2016, ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers . The Company’s is currently finalizing its evaluation of standard product sales arrangements and has identified an adoption impact related to revenue from certain distributor agreements which was deferred until the period in which the distributor sells through the inventory to the end customer. In connection with the adoption of ASU 2014-09, the Company will change the recognition of sales to these distributors whereby revenue will be estimated and recognized in the period in which the Company transfers control of the product to the distributor; the adoption impact is not expected to be material. Other than this impact, the Company has not identified any expected impact on the timing and measurement of revenue for standard product sales arrangements from the adoption of the standard and the Company is currently formalizing its final conclusions.

 

 

 

 

 F-9 
 

 

In February 2016, the FASB issued ASU No. 2016-02, Leases . The standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018.

 

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes the accounting for employee share-based payments, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, excess tax benefits associated with share-based payment awards will be recognized in the income statement when the awards vest or settle, rather than in stockholders’ equity. In addition, it will increase the number of shares an employer can withhold to cover income taxes on share-based payment awards and still qualify for the exemption to liability classification. The guidance was effective for the Company in the first quarter of 2017.

 

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash , which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The guidance will be effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted, including adoption in an interim period, but any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The new standard must be adopted retrospectively.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other, which eliminates step two of the quantitative goodwill impairment test. Step two required determination of the implied fair value of a reporting unit, and then a comparison of this implied fair value with the carrying amount of goodwill for the reporting unit, in order to determine any goodwill impairment. Under the new guidance, an entity is only required to complete a one-step quantitative test, by comparing the fair value of a reporting unit with its carrying amount, and any goodwill impairment charge is determined by the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss should not exceed the total amount of goodwill allocated to the reporting unit. The standard is effective for the Company in the first quarter of 2020, with early adoption permitted as of January 1, 2017, and is to be applied on a prospective basis.

 

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the statement of operations. The new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the statement of operations separately from the service cost component and outside the subtotal of loss from operations. ASU 2017-07 also provides that only the service cost component is eligible for capitalization. The standard is effective for the Company in the first quarter of 2018, with adoption to be applied on a retrospective basis.

 

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation: Scope of Modification Accounting , which provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of this ASU are effective for the Company in the first quarter of 2018, with early adoption permitted.

 

 

 

 F-10 
 

 

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities , which modifies the presentation and disclosure of hedging results. Further, it provides partial relief on the timing of certain aspects of hedge documentation and eliminates the requirement to recognize hedge ineffectiveness separately in income. The amendments in this ASU are effective for the Company in the first quarter of 2019.

 

In November 2017, the FASB has issued ASU No. 2017-14, Income Statement—Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606). ASU 2017-14 includes amendments to certain SEC paragraphs within the FASB Accounting Standards Codification (Codification). ASU 2017-14 amends the Codification to incorporate the following previously issued guidance from the SEC. ‘The amendments in ASU No. 2017-14 amends the Codification to incorporate SEC Staff Accounting Bulletin (SAB) No. 116 and SEC Interpretive Release on Vaccines for Federal Government Stockpiles (SEC Release No. 33-10403) that bring existing SEC staff guidance into conformity with the FASB’s adoption of and amendments to ASC Topic 606, Revenue from Contracts with Customers.

 

In September 2017, the FASB has issued ASU No. 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

4.Income taxes

 

The Company is incorporated in the United States, and is subject to United States federal and state income taxes. The Company did not generate taxable income in the United States for the year ended December 31, 2017.

 

The Company’s operation is carried out in Hong Kong and is subject to Hong Kong Profits Tax at 16.5% in 2017 (2016: 16.5%). No provision for Hong Kong Profits Tax has been made as the Company has no assessable profit for the period. The cumulative tax losses will represent a deferred tax asset. The Company will provide a valuation allowance in full amount of the deferred tax asset since there is no assurance of future taxable income.

 

The cumulative net operating loss carry forward is approximately $743,882 and $663,380 as at December, 31, 2017 and 2016, respectively, and will be expired beginning in the year 2027. Annual use of the net operating loss may be limited by Internal Revenue Code section 382 due to an ownership change.

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended December 31, 2017. The Company’s financial statements for the year ended December 31, 2017 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes. The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

 

  

For the year ended

December 31,

 
   2017   2016 
   $   $ 
Deferred tax asset attributable to net operating loss carryover   252,920    225,549 
Effect of change in statutory rate   (96,705)    
    156,215    225,549 
Valuation allowance   (156,215)   (225,549)
           
Net deferred tax assets        

 

 

 

 

 F-11 
 

 

5.Stockholders’ deficit

 

There are no changes in equity transactions during the year ended December 31, 2016.

 

On March 7, 2017, the Company issued 40 shares of common stock to Azari Bin A Ghani, Mazlan Bin Muhammad, Syed Mokhtar Bin Syed Agil and Tengku Faikah Binti Tengku Ismail (10 shares each) for a consideration of $400.

 

On April 13, 2017, the Company issued 70 shares of common stock to Romli Bin Che Noh, Suhaila Binti Md Arsid Arshad, Yu Ming Ngee, Ritha Tumiar Situmorang, Norizan Binti A Latif, Mohammad Zamri Bin Wan Chik and Adicandra Manurung (10 shares each) for a consideration of $700.

 

On June 30, 2017, the Company issued 60 shares of common stock to Mohd Afidi Bin Abdullah, Den Wijaya, Ching Yang Det and Mohd Zaki Bin Ahmadl (10 shares each) and Johanes Abednego (20 shares) for a consideration of $600.

 

On August 7, 2017, the Company filed a certificate of change with the Secretary of State of Nevada to effectuate a reverse stock split (the “Stock Split”) of its issued and outstanding shares of common stock on a 1-for-10,000 basis. The number of its authorized shares of common stock will remain at 1,200,000,000 shares, par value $0.001. The Stock Split became effective with FINRA on October 24, 2017 (the “Effective Date”). As of that date, every 10,000 shares of issued and outstanding common stock were converted into one share of common stock.  No fractional shares will be issued in connection with the Stock Split. Instead, any fractional shares will be rounded up to the next whole share and a holder of record of old common stock on the Effective Date who would otherwise be entitled to a fraction of a share will, in lieu thereof, be issued one whole share. All share and earnings per share information have been retroactively adjusted to reflect the stock split in the financial statements.

 

During the year ended December 31, 2017, the Company has received the proceeds of $87 for subscription of common stock and no common stock was issued yet.

 

The Company has no stock option plan, warrants or other dilutive securities.

 

The Company has the authority to issue 1,200,000,000 shares of common stock, $0.001 par value. The total number of shares of the Company’s common stock outstanding as of December 31, 2017 and December 31, 2016 are 20,000 and 17,952 respectively.

 

6.Accrued expenses and other payables

 

Accrued expenses and other payables as of December 31, 2017 and December 31, 2016 are summarized as follows:

 

   At December 31,   At December 31, 
   2017   2016 
   $   $ 
Accrued audit fee   5,000    2,308 
Other payables   48,557    29,152 
           
Total   53,557    31,460 

 

7.Amounts due to related parties

 

The amounts due to related parties as of December 31, 2017 and 2016 represent temporary advances from the Company’s directors. The amounts are interest free, unsecured and no fixed repayment term. Imputed interest from related party loan is not significant.

 

8.Commitments and contingencies

 

There have been no legal proceedings in which the Company is a party during the years ended December 31, 2017 and 2016.

 

As of December 31, 2017 and 2016, the Company had no material capital commitments or contingencies involved.

 

9.Subsequent Events

 

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2017, up through the date the Company issued the audited financial statements. During the period, the Company did not have any material recognizable subsequent events.

 

 

 

 

 F-12 
 

 

SIGNATURES

 

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 22rd day of May, 2018

  

  MI1 GLOBAL TELCO., INC.
   
   
Date: May 22, 2018 By: /s/ Lim Kock Chiang          
  Lim Kock Chiang
  Chairman and Director
  (Chief Executive Officer)

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name Title Date
     

/s/ Lim Kock Chiang          

Chairman and Director

May 22, 2018

Lim Kock Chiang (Chief Executive Officer)  
     
     

 

 

 

 

 

 20 
 

 

INDEX TO EXHIBITS

 

Exhibit No. Description
   
3.1 Articles of Incorporation, as amended as of May 4, 2009
   
3.2 By-laws, as currently in effect
   
10.1 Financial Consulting Services Agreement, dated as of January 1, 2007, by and among Mega Pacific Capital Inc. and Domain Extremes Inc.
   
10.2 Project Agreement, dated January 11, 2008, between Domain Extremes Inc. and Guangzhou Sunnasia Digital Technology Co. Ltd.
   
10.3 Service Agreement, dated February 17, 2016, between Domain Extremes Inc. and Fintel (USA) Ltd.
   
14.1 Code of Business Conduct and Ethics
   
31.1* Certification of  Chairman and Director
   
31.2* Certification of Chief Executive 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 Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at December 31, 2017 and 2016, (ii) Statement of Operations for the years ended December 31, 2017 and 2016, (iii) Statement of Stockholders’ Equity for the years ended December 31, 2017 and 2016, and (iv) Statement of Cash Flows for the years ended December 31, 2017 and 2016,  (v) Notes to Financial Statements.

 

*Filed herewith

 

(1)Incorporated by reference to the Registrant’s Registration Statement on Form 10, dated August 3, 2009, SEC File No. 000-53749.
(2)Incorporated by reference to the Exhibits to our Form 10-K filed on March 31, 2017

 

 

 

 

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