DKG Capital Inc. (DKGH)

FORM 10-Q | Quarterly Report
Nov. 14, 2017 4:43 PM
|
About: DKG Capital Inc. (DKGH)View as PDF
DKG Capital Inc. (Form: 10-Q, Received: 11/14/2017 17:06:23)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED September 30, 2017
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-1592411

DKG CAPITAL, INC.
  (Exact name of registrant as specified in its charter)
 
 
NEVADA
 46-3787845
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

1980 Festival Plaza Drive Suite 530
Las Vegas, Nevada 89135
(Address of principal executive offices, including zip code.)

(702) 463-8880
(Telephone number, including area code)
 
Check whether the issuer (1) 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 requirements for the last 90 days.  YES       NO
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES                     NO
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if smaller reporting company)
Emerging growth company

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 14,893,714 shares of common stock as of November 14, 2017.
 

 
 

 
DKG CAPITAL, INC.
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
 
TABLE OF CONTENTS
 
PART I  FINANCIAL INFORMATION
 
 
 
Page
ITEM 1. FINANCIAL STATEMENTS
 
 
 
Consolidated Balance Sheets (Unaudited) at September 30, 2017 and December 31, 2016
3
      
 
Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2017 and 2016
4
 
 
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2017 and 2016
5
 
 
Notes to the consolidated Financial Statements (Unaudited)
6
 
 
ITEM 2 . Management's Discussion and Analysis and Plan of Operation
8
 
 
ITEM 3 . Quantitative and Qualitative Disclosures About Market Risk
10
 
 
ITEM 4. Controls and Procedures
10
 
 
PART II  OTHER INFORMATION
 
 
 
ITEM 1A . Risk Factors
11
 
 
ITEM 6. Exhibits
11
 
 
INDEX TO EXHIBITS
11
 
 
SIGNATURES
11
 

 
DKG Capital, Inc.
Consolidated Balance Sheets
(unaudited)
  
   
September 30,
   
December 31,
 
   
2017
   
2016
 
ASSETS
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
-
 
 
$
-
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
2,500
 
 
$
8,500
 
Amount due to former director
 
 
2,306
 
 
 
2,306
 
Amount due to shareholder
 
 
21,218
 
 
 
                  -
 
Total current liabilities
 
 
26,024
 
 
 
10,806
 
 
 
 
 
 
 
 
 
 
Stockholders' deficit
 
 
 
 
 
 
 
 
                 
Common stock, 5,000,000,000 shares authorized, at
$0.001 par value, 14,893,714 shares
issued and outstanding, respectively
 
 
14,894
 
 
 
14,894
 
                 
Additional paid-in capital
 
 
2,782,620
 
 
 
2,782,620
 
Accumulated deficit
 
 
(2,823,538
)
 
 
(2,808,320
)
Total stockholders' deficit
 
 
(26,024
)
 
 
(10,806
)
 
 
 
 
 
 
 
 
 
Total liabilities and stockholders' deficit
 
$
                  -
 
 
$
                  -
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements
 
3

 
DKG Capital, Inc.
Consolidated Statements of Operations
(unaudited)
  
  
 
For the Three Months ended
   
For the Nine Months ended
 
  
 
September 30,
   
September 30,
 
   
2017
   
2016
   
2017
   
2016
 
   
 
   
 
                 
Operating expenses
 
 
 
 
 
 
 
 
               
General and administrative
 
$
4,570
 
 
$
8,225
   
$
15,218
 
 
$
25,765
 
Total operating expenses
 
 
4,570
 
 
 
8,225
     
15,218
 
   
25,765
 
 
 
 
 
 
 
 
         
 
       
Loss from operations
 
 
(4,570
)
 
 
(8,225
)
   
(15,218
)
   
(25,765
)
 
 
 
   
 
 
         
 
       
Other expenses
 
 
   
 
 
         
 
       
Interest expense
 
 
-
 
 
 
-
     
-
 
   
(500
)
Total other expenses
 
 
-
 
 
 
-
     
-
 
   
(500
)
 
 
 
   
 
 
         
 
       
Loss before provision for income taxes
 
 
(4,570
)
 
 
(8,225
)
   
(15,218
)
   
(26,265
)
 
 
 
   
 
 
         
 
       
Net loss
 
$
(4,570
)
 
$
(8,225
)
 
$
(15,218
)
 
$
(26,265
)
 
 
 
 
 
 
 
 
 
   
 
 
       
Basic and diluted net loss per common share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
 
 
 
 
 
 
 
 
 
   
 
 
       
Weighted average common shares outstanding
 
 
 
 
 
 
 
 
   
 
 
       
Basic and diluted
 
 
14,893,714
 
 
 
14,893,714
 
   
14,893,714
 
   
14,893,714
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements
4


DKG Capital, Inc.
Consolidated Statements of Cash Flow
(unaudited)

  
 
For the Nine Months ended
 
September 30,
   
2017
   
2016
 
Cash flow from operating activities 
 
 
   
 
 
Net loss
 
$
(15,218
)
 
$
(26,265
)
Adjustment to reconcile net loss to cash used in operating activities
 
 
 
 
 
 
 
 
Amortization of intangible asset
 
 
                  -
 
 
 
1,600
 
Change in assets and liabilities
 
 
 
 
 
 
   
Increase in accounts payables and accruals
 
 
15,218
 
 
 
3,804
 
Net cash used in operating activities
 
 
                  -
 
 
 
(20,861
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities
               
    Net proceeds from note payable-related party
 
 
-  
 
 
 
9,210  
 
Net cash provided by financing activities
   
-
     
9,210  
 
 
 
 
 
 
 
 
 
 
Net decrease in cash
 
 
                  -
 
 
 
(11,651
)
Cash, beginning
 
 
                  -
 
 
 
11,651
 
Cash, ending
 
  $
-  
 
 
 $
-
 
 
 
 
 
 
 
 
 
 
Supplementary information
 
 
 
 
 
 
 
 
Cash paid:
 
 
 
 
 
 
 
 
Interest
 
 $
-
 
 
 $
-
 
       Income taxes
 
 $
-
 
 
 $
-
 
 
 
 
 
 
 
 
 
 
Non-cash Investing and Financing Activities:
 
 
 
 
 
 
 
 
Former related party notes and payables forgiven
 
 $
-
 
 
 $
93,515
 
  Due to shareholder for payment of expenses on behalf of the Company
 
 
21,218
 
 
 
2,306
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements
 
5

 
DKG Capital, Inc.
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2017 and 2016
(unaudited)


NOTE 1 - ORGANIZATION AND OPERATIONS

DKG Capital, Inc. (“we”, “our”, the “Company”), located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada.

Mr. Andy Kim resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on January 11, 2017 and Mr. Tesheb Casimir became the President and Chief Executive Officer, Secretary and Treasurer. Mr. Tesheb Casimir ended the binary option software development. Mr. Tesheb Casimir’s new business focuses are: 1. Mobile application development; 2. Provision of online marketing services; 3. Operation of self-developed social media platform; and 4. Provision of various leisure services to high net worth clients who are users of our social media platform.

On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved (1) a corporate name change to “DKG Capital, Inc.”, (2) an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and (3) a 30:1 forward split of our common stock. These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.

On July 6, 2017, the Company’s Board of Directors approved a merger with DKG Mobilepay Inc., a wholly owned subsidiary incorporated in the State of Nevada. The Merger is related to the Company’s revised business plan and the Company will be the surviving company of the Merger. The plan of merger provides for an exchange ratio of 1:35 for the common stock of both constituent corporations, which has the practical effect of a 1 for 35 reverse split of the Company’s common stock, with fractional shares to be rounded up to the nearest whole number of shares. This corporate action was approved by the Company’s Board of Directors as authorized by Nevada corporate law. The 1 for 35 reverse stock split effected by the Merger was effective on August 4, 2017. All share and per share amounts herein have been retroactively restated to reflect the reverse stock split.

 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The accompanying unaudited interim consolidated financial statements of DKG Capital, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2016 and 2015, contained in the Company's Form 10K, originally filed with the Securities and Exchange Commission on April 7, 2017.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. 

Principle of Consolidation
The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary DKG Mobilepay Inc. All material intercompany balances and transactions have been eliminated.
 
NOTE 3 - GOING CONCERN

The accompanying unaudited interim financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company has incurred net recurring losses and an accumulated deficit.  As of September 30, 2017, the Company has a working capital deficit. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 

6

 
NOTE 4 – RELATED PARTY TRANSACTIONS

As of September 30, 2017 and December 31, 2016, the Company was obligated to a former director for an unsecured, non-interest demand bearing loan with a balance of $2,306.

As of September 30, 2017, the Company was obligated to Mr. Tesheb Casimir, CEO for an unsecured, non-interest demand bearing loan with a balance of $21,218, for the Company’s business expenses paid directly by the CEO on behalf of the Company.

The Company has been provided office space by its chief executive officer at no cost. Management has determined that such cost is nominal and has not recognized any rent expense in its financial statements.

NOTE 5 – STOCKHOLDERS’ EQUITY

On January 11, 2017 our Board of Directors and a majority of our shareholders’ voting power approved an increase in our authorized shares of common stock to 5,000,000,000 shares from 100,000,000 shares and a 30:1 forward split of our common stock. These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.

On July 6, 2017, the Company’s Board of Directors approved a 1 for 35 reverse split of our common stock.  These corporate actions are now effective. All share and per share amounts herein have been retroactively restated to reflect the split.

The total number of common shares authorized that may be issued by the Company is 5,000,000,000 shares with a par value of $0.001 per share (100,000,000 shares with a par value of $0.001 per share prior to forward split). There are no preferred shares authorized to be issued. There were 14,893,714 shares (17,376,000 shares prior to forward split) of common stock issued and outstanding at September 30, 2017.

NOTE 6 –SUBSEQUENT EVENTS

Subsequent to September 30, 2017, certain expenses amounting to $2,995 were paid by Tesheb Casimir, the major shareholder and sole director of the Company. The borrowings are due on demand and non-interest bearing. On August 1, 2017, Mr. Tesheb Casimir incorporated a new company in Malaysia Ongraph Holdings Sdn Bhd. This is authorized and approved by a board resolution on November 1, 2017.
 

7


Item 2: - Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Statements
 
This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this quarterly report on Form 10-Q includes statements about:

·
our marketing plan;
·
our plans to hire industry experts and expand our management team;
·
our beliefs regarding the future of our competitors;
·
our anticipated development schedule;
·
the anticipated benefits of our product;
·
our expectation that the demand for our products will eventually increase; and
·
our expectation that we will be able to raise capital when we need it.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

·
general economic and business conditions;
·
we may have product liability claims;
·
we may not be successful in commercialization of our products;
·
regulatory changes may hurt the market for our products;
·
we may not be able to protect our intellectual property rights;
·
our auditors have issued a going concern opinion regarding our company;
·
competition for, among other things, capital, products and skilled personnel; and
·
other factors discussed under the section entitled "Risk Factors",

any of which may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this report, the terms "we", "us" and "our" mean DKG Capital, Inc., a Nevada corporation. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim consolidated financial statements and related notes appearing elsewhere in this Quarterly Report.

History and Overview

DKG Capital, Incwas incorporated on October 2, 2013 under the laws of the State of Nevada.

Plan of Operations

After the appointment of Mr. Tesheb Casimir as CEO of the Company on  January 11, 2017, the Company were in new business focuses: 1. Mobile application development; 2. Provision of online marketing services; 3. Operation of self-developed social media platform; and 4. Provision of various leisure services to high net worth clients who are users of our social media platform.
 
8

 
Results of Operations

The following is an analysis of components of expenses, and variances comparing the nine months ended September 30, 2017 to the nine months ended September 30, 2016.
 
We did not generate any revenue during the nine months ended September 30, 2017 and 2016. During this stage, we built our web site and were primarily focused on acquiring, developing and testing products. Our total operating expenses during those periods were general and administrative expense of $15,218 for the nine months ended September 30, 2017 compared to $25,765. Interest expense for the nine months ended September 30, 2017 was $0 compared to $500 for the nine months ended September 30, 2016.

The decrease in operating expenses, for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, is due, primarily, to the reduced professional fees.

Liquidity and Capital Resources

During the nine months ended September 30, 2017, we utilized cash in the amount of $0 to pay for operating activities compared to $20,861 for the nine months ended September 30, 2016. Cash used in operating activities during the nine months ended September 30, 2017 included a net loss of $15,218 compared to a net loss of $26,265 for the nine months ended September 30, 2016.

Investing Activities

We did not use any cash resources for investing activities during the nine month periods ended September 30, 2017 and 2016.
 
Financing Activities
 
We did not generate any funds from financing activities during the nine month periods ended September 30, 2017 compared to cash generated from related party note payable of $9,210 during the nine month period ended September 30, 2016.

Material Commitments
 
We do not have any material commitments for capital expenditures.

Seasonal Aspects

Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.
 
9

 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.
CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2017.

There were no changes in our internal control over financial reporting during the nine month period ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
10

 
PART II.  OTHER INFORMATION
 
ITEM 1A.
RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
ITEM 6.
EXHIBITS.
 
The following documents are included herein:

EXHIBIT
 
 
NUMBER
 
DOCUMENT DESCRIPTION
 
 
 
31.1
 
 
 
 
32.1
 
 
 
 
101.INS
 
XBRL Instance Document*
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document*
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document*
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document*              
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document*
 
  SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this November 14, 2017 .


 
DKG CAPITAL INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
BY:
Tesheb Casimir
 
 
 
 
/s/
Tesheb Casimir
 
 
Principal Executive Officer
 
 
Principal Financial Officer and
 
 
Principal Accounting Officer
 
11
 

EXHIBIT 31.1
 
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)

I,   Tesheb Casimir, certify that:
 
1.  
I have reviewed this Report on Form 10-Q of DKG CAPITAL INC. ;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. 
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c)  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d)  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 201
 
 
BY:
 
/s/
Tesheb Casimir
 
Tesheb Casimir                  
 
  
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer
 

Exhibit 32.1
 
 

CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Report on Form 10-Q of DKG CAPITAL INC. (the "Company") for the period ended September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Tesheb Casimir, as Principal Executive Officer and Principal Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


 
Date: November 14, 2017
             
 
 
BY:
 
/s/
Tesheb Casimir
 
Tesheb Casimir
 
  
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
This certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.