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EX-1 - FINANCIAL STATEMENTS - Xgains4keeps Incform10kExhibit1.txt


For the fiscal year ended: 2019/2020
SECURITIES EXCHANGE ACT OF 1934 For the transition period from
_______________________ to ___________________________
Commission file number _________

(Exact name of registrant as specified in its charter)

State or other jurisdiction of
(I.R.S. Employer incorporation or organization Identification No.)

14 Rosenthal Road, London, UK                       SE6 2BY
(Address of principal executive offices)             (Zip Code)

Registrants telephone number, including area code: +447455212970

Securities registered pursuant to Section 12(b) of the Act:
Title of each class    Trading Symbol(s)

Name of each exchange on
which registered
Securities registered

Class A Common Stock

Securities registered pursuant to section 12(g) of the Act:
Class A Common Stock
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in
Rule 405 of the Securities Act. Yes          No [X]
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 Securities Exchange
Act of 1934 during the preceding
12 months
(or for such shorter period that the registrant
was required to file such reports),
and (2) has been subject to such filing
 requirements for the past 90 days. Yes            No

Indicate by check mark whether the registrant
has submitted electronically every
Interactive Data File required to be submitted 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 such files). Yes          No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company [X] 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. Share class: A Ordinary Shares Issued: 3000000000 Share class: B Ordinary Shares Issued: 1000000000 Share class: F-Class Shares Issued: 3000000000 Share class: Preference 3 Shares Issued: 3000000 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. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). ANNUAL REPORT TO SECURITY HOLDERS SEE EXHIBIT-1 PART I ITEM 1. BUSINESS. Xgains4keeps is involved in Share Management and Content Publication, it is in the pursuit of the derivation of equity associated with transactions that satisfy rents and mortgages (but not limited to them) for our users as well as digital content consumption monetization. We extend in the direction of our users some of our equity or warrants as the case maybe in that pursuit. These users are obviously our website/app users, so by extending our equity or warrants (convertible to certain equity market funds) as the case may be to them we have satisfied the two broad aspects noted above. These aspects are: Transactional Equity Derivation (TED) and Digital Content Consumption Monetization (DCCM), they are all under the Equity4keeps Programme. The companys websites also provides a platform for certain content: as such the content enables the company to continue positioning itself as an aggregator of content. In addition to that the company will continue to mop up revenue accruing from the existence of such content. The companys links are, and The current principal operator of the company was under some limitation for about four years as such the company could not operator optimally during that time. The limitations have since been lifted, but has had to deal with other challenges and obstacles. These challenges include convincing potential users to sign up on the platform as well as converting those that have been secured on social media platforms. The major challenge is indeed the sever lack of funds that has kept the company from marketing and campaigning aggressively as well as hiring personnel. ITEM 1A. RISK FACTORS. An investment in Xgains4keeps Inc involves significant risks. Care must be taken to read the risk factors described below. Xgains4keeps has a dual role of Share Manager(currently own shares) and Publisher. This implies that we will be regulated by financial regulators in the U.S, U.K and Europe possibly. Risk Associated with the Business and the Industry We will be facing serious competition from the Industry giants and so many other innovative organizations. These organizations and the many other ones are constantly innovating and stand a better chance of attracting users as well as advertisers than we do as it stands. They have invested in research and technology heavily and have so many times more employees. Their positions can affect our potential to attract revenue. We will be facing traditional media organizations and large advertisers who may not want to include us in their advertising budget. We have a lucrative offer for advertisers especially the large ones, but if we fail to convince them to advertise with us we may see a decline in revenue or none at all. The offer may also be deemed as antitrust. In future we may establish an advertising network of affiliates that carry our advertisement for us on their websites and applications; if they demand more fees or a greater percentage of the advert proceeds from us, our revenue will be affected as well operating margins. Our operating outcomes may vary as a result of different factors; which may be beyond our control and some of them are listed below: Ability to continue attracting and retaining users on our websites Ability to compete sufficiently The varying percentage of net revenue from network adverts The uncertainty in the proceeds figures from affiliate adverts, this is the case where we are affiliates to organizations like Amazon and others. The varying operating costs and capital expenditure as it concerns expansion, operations, infrastructure and maintenance. The consequence of our long term focus as against the short term one. The outcomes of risky investments and projects. The economic outlook especially as it concerns the Internet and Internet Advertising. The ability to operate our websites sustainably at meaningful cost levels as well as keeping them on. Ability to attract, retain and motivate super top quality staff. The display or posting of certain adverts can be affected by local and foreign regulations. Ability to develop and upgrade our products, infrastructure and products. The adverts we will be delivering may be blocked by new technologies and users may adopt them. Ability to protect our intellectual property rights. The cost and outcome of the possible litigations we may face from the content on our web pages from us and the users as the case may be and much more. Ability to forecast revenue from agreements under which we guarantee minimum payments. Ability to deal and manage advert related fraud like click through fraud and other violating activities. Ability to sufficiently integrate and manage companies we acquire. Advertisers can call and cancel their payments for adverts or stop placing them as the case may be without notice and if we do not remain competitive this may be the case. Upon raising funds we are likely to experience significant growth in our head count and operation and it will place a significant demand on our funds and management as a whole. If we do not manage and coordinate this growth very well the growth can get impaired and may affect our financial position as well. If we fail to establish and maintain an effective internal financial control, our ability to accurately produce our financial report and indentify fraud will be impaired, investors may lose confidence in our ability to report effectively and consequently our share price may suffer. If we fail to develop, maintain and enhance our brand, our business and operations may be impaired. If we fail to maintain and protect our intellectual property rights the value of our products, brand and services may be affected. Our business model among other things involves extending in the direction of our users and advertisers or sponsors our shares as such there may be issues arising as a result of this and possibly more. In future we may face intellectual property right claims which are costly to defend and may require us to pay damages and can limit our operations and use of certain technologies. Expanding internationally is something this company will pursue as such the risks of doing so will most certainly be there, some of them are listed below: Possible Longer Payment Cycles Credit risk and higher levels of payment fraud Legal and regulatory restrictions Currency exchange fluctuations Foreign exchange controls that might hinder remittances Political and economic instability Potential adverse tax consequences Higher costs associated with doing business internationally If we fail to detect click through fraud, our advertisers may lose their confidence in us and our capabilities. Various laws in the U.S and elsewhere can affect our ability to offer certain products and services. If we lose the services of our Founders and Senior Managers we may lose our ability to execute our strategy. If we are unable to retain or motivate key personnel or hire competent personnel, we may not be able to grow effectively. We have an operating history that does not have sufficient depth and an unconventional business model in a rapidly evolving market, as such it may be difficult to ascertain our prospects and that may increase the risk of your investment. We rely on Hosts, that carry our websites and they provide other services as well, if they have problems be it technical or financial it could affect us. The fair value of the shares we are extending in the direction of our users and employees and in future option contracts may be recorded as expense in accordance with FASB directives, as such that may result in accounting charges and a large expenditure. There may be complications arising from our business model as we may not rely on our F-Common Class Share to raise capital. Yet our commercial activities which involves the input of our users towards monetizing the shares in that class will influence our balance sheet positively and negatively. The hedging strategies we may implement against currency fluctuations as we would be operating internationally may not always be effective. Obtaining and maintaining insurance can be very expensive and as such we may not get all the insurance we need and if we do it may be costly. Acquiring other businesses could result in operating bottlenecks and difficulties, can also result in dilutions and other harmful outcomes. At some point we may face commercial disputes that may affect our business. To remain effective in this market and business we have to adapt quickly to changing technologies, failure to do so at any point may affect our business. Risks Pertaining to our shares The price of our Class A Common shares may turn out to be lower than what you paid or even become volatile, we cannot say how liquid the market will be and the offering price may not be an indicator of what the price will be in the public market. The use of capital inflow from investors may be applied to other aspects of our business that may not improve operating outcomes and the value of your shares. A substantial dilution of the price of our Class A Common shares is a possibility. A different class of share: Class F Common shares are the ones for the Equity4keeps Programme whose Prescribed particulars are as follows: THE SHARES IN THIS F-CLASS ARE FOR THE INTANGIBLE ASSET MONETIZATION PROGRAMMES XGAINS4KEEPS LTD OFFERS THE PUBLIC. THEY ARE EXPECTED TO BE ISSUED TO SIGNED UP USERS OF THESE PROGRAMMES. THESE USERS ARE EXPECTED TO BE ISSUED THESE SHARES FOR NO CHARGE AT THE POINT OF ISSUANCE. THEY ARE EXPECTED TO BUY THESE SHARES BACK AT THE NOMINAL PRICE PER SHARE OF $0.5. THE BUY-BACK IS ELIGIBILITY DEPENDENT. THE HOLDERS OF THESE SHARES HAVE NO VOTES ON XGAINS4KEEPS MATTERS AS THESE F-CLASS SHARES ARE FOR THE INTANGIBLE ASSET MONETIZATION PROGRAMMES XGAINS4KEEPS OFFERS. XGAINS4KEEPS WILL NORMALLY RELY ON THE OTHER SHARE CLASSES. THESE F-CLASS SHARES MAY BE CONVERTED TO OTHER INSTRUMENTS, MAY FORM PART OR WHOLE OF A CAPITAL STOCK OF OTHER ENTITIES NOT MENTIONED HERE. THEY ARE SUBJECT TO CHANGES. We are likely not to pay dividends on our capital stock meaning you are not likely to receive a dividend, the earnings will be retained until we decide otherwise. We are likely to incur huge recurring legal and accounting costs as a result of being a public company. We will also come under the regulation of regulators in jurisdictions outside the U.S like the ones in the United Kingdom. The fact that a significant percentage of the capital stock ownership is held by our Founders and Directors may limit your ability to influence corporate matters especially as their Class B Common Stock will have a greater vote relative to the Class A Common Stock; which we are selling. Future issues and sale of shares could lead to a decline in the price of the shares. Item 2. Properties. Xgains4keeps does not hold any property subject to an encumbrance to it. It has a registered location and does not necessarily operate from there. This location is currently at no cost to the company. PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information: Our common equity is not trading in any market or medium, our website/app users obtain some of our common equity when they register for our Equity4keeps Programme. Item 6. Selected Financial Data. SEE EXHIBIT-1 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. The bulk of the funds that flowed through the company's balance sheet were mostly from the founder of the company. The flow was largely for participation in the intangible asset monetization programme we offer to people. So the founder so far has been the most active user. Equity4keeps Programme is in place to help people make better use of their money. As we already know 80% of Americans do not own any equity and the reason for that is obvious. Low income will always yield poor savings and very minimal assets for most people in the long run. Yet as low an income is it is still a fund that has prospects, but the opportunity to take advantage of that potential is not readily available to a vast majority of people. This is where we come in with the Equity4keeps Programme available on There are currently two options: the first is making rent and mortgage payments and indeed others like money transfer through us and the second is to recall the payments for investment in instruments that will benefit the users. Over the years we have been able to sign-up users on various social media platforms mostly Facebook but converting them to the database has proved challenging. This is owing to the fact that for quite a long time the website/app was unavailable and could only be hosted in the cloud because of the technology it was developed with. Getting on the host was not a challenge, but ensuring it has the necessary trusts was another. On GCP it was difficult to apply such trusts to make the site safe. On AWS it was by far less complicated and fortunately we were awarded a large amount of credit with a longer life span. So in summary Xgains4keeps has been bootstrapped for all these years and the implication of that is that if the founder has no funds the company will not have any. This is also the case with the founders other predicaments. The current coronavirus pandemic stole the last quarter of our fiscal year, regrouping and mounting an assault to sign up people face to face as things stand is tricky as the measures in place almost forbids that. At the same time we lack the funds to implement an effective and steady digital campaign. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Market risk is the prospect of losses arising from changes in interest rates, foreign currency exchange rates and equity prices. We are currently not exposed to any of these risks but the closest we may be facing in the near term is the change in equity prices risk followed by that of interest rate risks. Item 8. Financial Statements and Supplementary Data. See above. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. The financial report above has not been audited, but we recently had a discussion with an official of our bank concerning the number of transactions between the company and the founder. As already indicated above the founder was participating in the Equity4keeps Programme of the company hence the reason for that many transactions. The founder is currently the only financier of the company as such a lot of transactions between the company and him may not be out of place. The bank through this official also inquired about the transactions of a few of the active or participating users especially as it is that their funds were not forwarded to a third party as expected. Item 9A. Controls and Procedures. The founder of the company regularly evaluates and reviews the controls and procedures. A regular effort is made to enhance the assumptions that the control systems were built around. PART III Item 10. Directors, Executive Officers and Corporate Governance. The following persons are our executive officers and directors Name Age Position Ugo Unamka 44 Founder & Chairman Owen Altraide 55 Director Kene Onah 43 Director Emeka Ezeoke 44 Director Ugo Unamka was a doctoral research candidate at Brunel University, West London and has a diverse expertise in banking, equities, mechanical engineering and operations management over the last twenty years. Owen Altraide is a highly experienced finance and economic policy expert and has an MBA, and Masters Degree in Economic Policy Management from Harvard University. He has been involved in the banking, oil and gas industries for more than thirty years. Kene Onah is a Corporate Credit Risk Manager at one of Nigerias and Africa's most capitalized banks; Fidelity Bank Plc, he has an MBA in Economics from Kennesaw State University. He has been involved in the broad area of financial management for over twenty years. Emeka Ezeoke is a highly experienced computing expert and has a BSc in Industrial Chemistry. He has been involved in computing and electronics for more than twenty five years. Item 11. Executive Compensation. During the cause of the financial year that ended a small amount of money was made available to the founder of the company who is also the principal financier to cover certain expenses like travel costs. We also have an accrued sum due the founder arising from the several years of unpaid work. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Full Details of Shareholders Jurisdiction: England Shareholding1: 1000000000 B Ordinary Shares held Name: Ugo UNAMKA Shareholding2: 3000000000 A Ordinary Shares held Name: XGAINS4KEEPS INC Shareholding3: 3000000 Preference Shares held Name: XGAINS4KEEPS INC Shareholding4: 3000000000 F-Class Shares held Name: XGAINS4KEEPS INC Item 13. Certain Relationships and Related Transactions, and Director Independence. (a) Transactions with related persons. There were no transactions, since the beginning of the our last fiscal year, or any currently proposed transaction, in which Xgains4keeps was or is to be a participant and the amount involved exceeds $120,000. (b) Review, approval or ratification of transactions with related persons. Our policy as regards the review, approval or ratification of any transaction up to and more than $120,000 is as follow: Determination of the purpose of such a transaction; is it in line with our business model? Determination of the reason behind transacting up to and more $120,000 as against a smaller figure. Establishment of who the individual or entity is. Establishment of what the aim of the transaction is. Possible independent due diligence on the entire matter. (c) Promoters and certain control persons. Xgains4keeps does not have a promoter currently. Item 14. Principal Accountant Fees and Services. Xgains4keeps has not consulted any accountant or accounting firm yet as such no fees have been paid to such experts. PART IV Item 15. Exhibit and Financial Statement Schedules. See Financial Statements in EXHIBIT-1. Item 16. Form 10-K Summary. The struggle continues for Xgains4keeps and the founder is determined to get the company going. The participation of the founder in the Equity4keeps Programme is the major reason behind the improved financial figures as can be seen. There are also criticisms as to why his transactions are so numerous. Equity4keeps Programme is a platform that helps people make clever use of their funds, it affords the users an opportunity to bring their funds closer to some of the financial main streams available and open to the public. SIGNATURES [See General Instruction D] Pursuant to the requirements of 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. (Registrant)-----XGAINS4KEEPS INC(LTD) By (Signature and Title)* UGOCHUKWU UNAMKA ------------------------------------- UGOCHUKWU UNAMKA Chairman Date: July 20th 2020 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* UGOCHUKWU UNAMKA ------------------------------------- UGOCHUKWU UNAMKA Chairman Date: July 20th 2020