10-K 1 dkg51519310k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x Annual Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

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

For the Transition Period from to .

Commission file number 000-1592411

DKG CAPITAL, INC.

(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.)

No. 17-2-2, Jalan 3/62D, Medan Putra Business Centre

Bandar Menjalara, 522C

Kuala Lumpur, WP Kuala Lumpur

Malaysia

(Address of principal executive offices, including zip code.)

(702) 560-4373

(Telephone number, including area code)

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 pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o 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 o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically 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 x No o (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
	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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o 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 registrant’s most recently completed second fiscal quarter: $4,844,058 as of April 26, 2019

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 14,893,714 shares of common stock as of April 26, 2019.

Documents Incorporated By Reference: None

DKG CAPITAL, INC.

(FORMERLY KNOWN AS STAR ALLY, INC. AND RERAISE GAMING CORPORATION)

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2018

INDEX TO FORM 10-K

		Page No.
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	4
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	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	11
Item 9B.	Other Information	12
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accounting Fees and Services	16
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	17
	Signatures	18

PART I

Note about Forward-Looking Statements

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this report, including without limitation, the following sections: "Business," "Management's Discussion and Analysis," and "Risk Factors." These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" (Part I, Item 1A of this Form 10-K). We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Item 1, Business

DKG Capital Inc. (formerly known as Star Ally Inc. and Reraise Gaming Corporation), (the “Company”) located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada.

The Company engages in mobile application development, provision of online marketing services, operation of a social media platform and provision of leisure services to high net worth clients who are users of our social media platform.

Our founder Mr. Ron Camacho acquired a variety of poker games, some with patents and some with patents pending, in addition to those we are developing. Each of the games has been acquired or is being developed for different segments of the poker market, namely video poker, brick and mortar, as well as online poker. Several of the games are available on line, at no charge, to test their viability.

After Mr. Ron Camacho resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on July 8, 2016, Mr. Andy Kim was appointed as President and Chief Executive Officer, Secretary and Treasurer. Mr. Kim ended the development and distribution of poker game and shifted focus to develop the binary option software, a financial software for the trading of binary option.

Mr. Andy Kim resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on January 11, 2017 and Mr. Tesheb Casimir became the President and Chief Executive Officer, Secretary and Treasurer. Mr. Tesheb Casimir ended the binary option software development. Mr. Casimir he shifted the business focus to the development of mobile application development, online marketing, social media platform and provision of various leisure services to high net worth clients. During the last quarter of 2017, the Company started to tapping into the asset tokenization market and started selling the assets tokenization solutions.

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 split.

On June 5, 2018, the Board approved the appointment of Tengku Sulaiman Shah, age 67, as our Chairman.

Tengku Sulaiman Shah is a Malaysian corporate figure and a member of the Selangor Royal Family. He is the second son of eighth Sultan, Sultan Salahuddin Abdul Aziz Shah and the brother of the current Sultan, Sultan Sharafuddin Idris Shah. His Royal Highness Sultan Salahuddin Abdul Aziz Shah Alhaj required him to work with the international advertising company called SH Benson Sdn Bhd (later renamed as Ogilvy Benson & Mather (OBM) Sdn Bhd and latest Ogilvy & Mather Sdn Bhd). He was attached in Audio Visual department and gained wide knowledge in the advertising and branding industry. In 1975, he left the company and began venturing into the construction sector. His motivation drives him to be more enterprising and ultimate goal is to be a major player in the construction industry. He and other partners founded Syarikat Pembinaan Setia Sdn Bhd which later known as SP Setia a public listed company in the main board. In 1997, he relinquished his stake in the company. Currently, he is the Chairman and director at Goodway Integrated Industries Berhad (GIIB) and Khansforge International Sdn Bhd. Tengku Sulaiman Shah is the Chairman of Malaysia - UAE Business Council appointed by Ministry of International Trade and Industry (Malaysia) (MITI). His salary will be $5,000 per month.

On June 5, 2018 Messrs. Nitin Gupta, Jin Tan and Richard Underwood were elected to three vacant positions on our Board Of Directors. The new directors were selected by our existing Board of Directors because of their strong business and financial backgrounds, particularly in Asia. Nitin Gupta was appointed by the Board to be our Chief Technology Officer (CTO) and Jin Tan was appointed our Chief Investment Officer (CIO). Mr. Underwood was appointed as an independent director and is not an officer of the Company.

Mr. Nitin Gupta, age 37, is the Founder of GetVee Technologies Private Limited. Mr. Gupta founded OnGraph Technologies Pvt. Ltd. in 2005 and served as its Chief Executive Officer and Promoter. He started his career with Trilogy Inc. in 2000. He was one of the founding team members which started Trilogy India development center in Bangalore and grew office from 20 to 200 by the end of 2005. Within 5 years, he executed over multiple roles within Trilogy as a developer, architect, delivery manager, operations head and product manager.

Mr Tan, age 33, is third generation investor entrepreneur and runs a licensed investment firm in Malaysia specializing in startup and IT based companies with an international focus. Jin has been instrumental in expanding DKG Capital & DKG Hub throughout the south east region not only generating interest in consumers but investors alike. He is the founding member of TBV Capital (Regulated by Securities Commission) a well-known brand amongst the VC community in South East Asia.

Richard Underwood, age 40, comes from a private banking and stock broking background with extensive experience with new companies. Richard holds a number of Director / Board positions in both active and passive role. US trained and educated and brings a wealth of experience to the DKG Capital Inc.

On August 8, 2018 Mr. Tengku Sulaiman and Mr. Richard Underwood each resigned from all positions as an officer and / or director of the Company in order to pursue other business opportunities. The resignations did not result from any disagreements with the Company as to its business or policies.

On October 18, 2018, Jin Tan resigned from all positions as an officer and / or director of the Company due to personal and unavoidable circumstances. The resignation did not result from any disagreements with the Company as to its business or policies.

Item 1A, Risk Factors

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

Item 1B, Unresolved Staff Comments

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

Item 2, Properties

The Company maintains its principal office at No. 17-2-2, Jalan 3/62D, Medan Putra Business Centre, Bandar Menjalara, 522C

Kuala Lumpur, WP Kuala Lumpur, Malaysia. Our telephone number is (702) 560-4373. The Company has no full time employees and operates out of the President’s office facilities at no cost.

Item 3, Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 4, Mine Safety Disclosures

Not applicable.

PART II

Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is listed to trade in the over-the-counter securities market through the Financial Industry Regulatory Authority ("FINRA") Automated Quotation Bulletin Board System, under the symbol "DKGH".

The following table sets forth the quarterly high and low closing prices for our Common Stock during the last fiscal year, as reported by OTCMarkets. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

	Closing Price
2018 Fiscal Year	Hi		Low
March 31, 2018	$	11.74		3.97
June 30, 2018	$	14.00		6.50
September 30, 2018	$	8.70		5.18
December 31, 2018	$	5,19		4.25

2017 Fiscal Year
March 31, 2016	$	20.16		0.32
June 30, 2016	$	1.71		0.32
September 30, 2016	$	1.40		0.42
December 31, 2016	$	6.50		1.40

On April 26, 2019, the closing price for the common stock on OTC Markets was $1.80 per share.

Holders

As of December 31, 2018, we had 21 shareholders of our common stock.

Dividend Policy

We have not declared or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the board of directors deem relevant.

Equity Compensation Plan Information

None

Recent Sales of Unregistered Securities

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

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 plan of merger provided for an exchange ratio of 1:35 for the common stock of both constituent corporations, which had 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 August 4, 2017. All share amounts have been retroactively adjusted.

On November 27, 2017, the Company's Articles of Incorporation were amended to 1,000,000,000 shares from 5,000,000,000 shares and to authorize the Company to issue up to 4,000,000,000 shares of preferred stock, par value $0.00001 per share.

Use of Proceeds

The Company is using the proceeds from the sale of its common stock for general working capital purposes.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 6, Selected Financial Data

Not required for smaller reporting companies.

Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The following discussion of the financial condition and results of operations should be read in conjunction with the consolidated financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

For the years ended December 31, 2018 and 2017:

We have generated revenue of $1,129,592 during the year ended December 31, 2018 compared to $1,187,811 during the year ended December 31, 2017.

Total operating expenses for the years ended December 31, 2018 and 2017 were $604,005 and $171,884 respectively. General and administrative expenses were $604,005 for the year ended December 31, 2018 compared to $171,884 for the year ended December 31, 2017. The overall increase in operating expenses was mainly due to the increase in consultation fee of $76,663, donation of $92,568, rent of $43,988, and salary of $127,647 during the year ended December 31, 2018.

Our accumulated deficit on December 31, 2018 was $1,718,801 compared to $2,042,984 on December 31, 2017.

Liquidity and Capital Resources

As of December 31, 2018 we had current assets of $652,653; current liabilities of $72,296, and a working capital of $580,357 as compared to current assets of $1,209,779 ; current liabilities of $455,249, and a working capital of $754,530 at December 31, 2017.

Cash Flows from Operation Activities

During the year ended December 31, 2018, the Company generated cash, for operating activities, in the amount of $245,215 compared to $890,900 for the year ended December 31, 2017. For the year ended December 31, 2018, cash generated from operating activities included a profit before provision for income tax of $525,587 compared to $1,015,927 for the year ended December 31, 2017. During the year ended December 31, 2018, accounts receivable and deposits decreased by $308,552 and accounts payable and accrued liabilities decreased by $130,547, compared to increased in accounts receivable and deposits by $318,879 and increased in accounts payable and accrued liabilities by $193,852 for the year ended December 31, 2017.

Cash Flows used in Investing Activities

During the year ended December 31, 2018, we acquired fixed asset and investment of $16,757 and $481,600 respectively. We did not use any cash resources for investing activities during the year ended December 31, 2017.

Cash Flows from Financing Activities

We did not generate any funds from financing activities during the year ended December 31, 2018 and 2017.

Going Concern

The Company has accumulated net losses of $1,718,801 at December 31, 2018 and $2,042,984 at December 31, 2017. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

These consolidated financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock and ultimately to attain profitability.

Plan of Operations

The Company was in the business of developing software including gaming products and investment products and, after the appointment of our current CEO, Mr. Tesheb Casimir, he shifted the business focus to the development of mobile applications, online marketing, social media platforms and provision of various leisure services to high net worth clients. During the last quarter of 2017, the Company started tapping into the asset tokenization market and selling asset tokenization solutions.

Summary of Significant Accounting Policies

Our consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.

Our significant accounting policies are summarized in Note 2 of our consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Investment

Equity investments without readily determinable fair values for which we do not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified within long-term investments and other assets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments.

We periodically evaluate the recoverability of investments and record a write-down to fair value if a decline in value is determined to be other-than-temporary.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable based on the undiscounted future cash flows of the asset. If the carrying amount of the asset is determined not to be recoverable, a write-down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows, or external appraisals, as applicable. The Company reviews long-lived assets for impairment at the individual asset or the asset group level for which the lowest level of independent cash flows can be identified. Based on the evaluation, the Company has determined that no impairment of long-lived assets is required as of December 31, 2018 and 2017.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company's consolidated financial statements.

Off Balance Sheet Arrangements

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

Item 7A Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Summary of Significant Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our financial statements:

Cash

Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

Website Development

The Company capitalizes the costs associated with the development of its website. Other costs related to the maintenance of the website are expensed as incurred. Amortization will be provided over the estimated useful life of 3 years using the straight-line method for financial statement purposes.

Stock Based Payments

The Company recognizes stock-based compensation, including stock option grants, warrants and restricted stock grants at their fair value on the grant date. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Compensation expense is generally recognized on a straight-line basis over the vesting period.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material effect on the Company's financial statements.

Off Balance Sheet Arrangements

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

Item 7A Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 8 Financial Statements and Supplementary Data

See F-1.

DKG CAPITAL, INC.

(FORMERLY KNOWN AS STAR ALLY, INC. AND RERAISE GAMING CORPORATION)

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

AND

FINANCIAL STATEMENTS

For the Years Ended

December 31, 2018 and 2017

F-1

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-3

Balance Sheets	F-4

Statements of Operations	F-5

Statements of Changes in Stockholders' Equity	F-6

Statements of Cash Flows	F-7

Notes to Financial Statements	F-8

F-2

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of DKG Capital, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DKG Capital, Inc. as of December 31, 2018 and 2017, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, 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, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

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 audit. 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 audit 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.

Our audit 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 audit 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 that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s limited operating income raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2018

Lakewood, CO

May 16, 2019

F-3

DKG Capital, Inc.

Consolidated Balance Sheets

	December 31,			December 31,
	2018			2017

ASSETS

Current assets
Cash and cash equivalents	$	637,543		$	890,900
Accounts receivable and deposits		15,110			318,879
Total current assets		652,653			1,209,779

Non-current assets
Investment		481,600			-
Fixed assets, net		14,908			-
Total non-current assets		496,508			-
Total assets	$	1,149,161		$	1,209,779

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities	$	6,742		$	135,339
Amount due to former director		2,306			2,306
Amount due to shareholder		63,160			67,013
Tax payable		88			250,591
Total current liabilities		72,296			455,249

Stockholders' equity
Common stock, 50,000,000 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
Translation reserves		(1,848	)		-
Accumulated deficit		(1,718,801	)		(2,042,984	)
Total stockholders' equity		1,076,865			754,530

Total liabilities and stockholders' equity	$	1,149,161		$	1,209,779

The accompanying notes are an integral part of these consolidated financial statements

F-4

DKG Capital, Inc.

Consolidated Statements of Operations

	For the Years Ended
	December 31,
	2018		2017

Revenue	$	1,129,592	$	1,187,811

Operating expenses
General and administrative		604,005		171,884
Total operating expenses		604,005		171,884

Profit from operations		525,587		1,015,927

Other expenses
Interest expense		-		-
Total other expenses		-		-

Profit before provision for income taxes		525,587		1,015,927

Income taxes		201,404		250,591
Net profit	$	324,183	$	765,336

Basic and diluted net profit per common share	$	0.02	$	0.05

Weighted average common shares outstanding Basic and diluted		14,893,714		14,893,714

The accompanying notes are an integral part of these consolidated financial statements

F-5

DKG Capital, Inc.

Consolidated Statements of Changes in Stockholders' Equity

	Common shares				Additional paid-in		Accumulated			Translation			Stockholders'
	Shares		par value		capital		deficit			reserves			equity/ (deficit)

Balance, December 31, 2016		14,893,714	$	14,894	$	2,782,620	$	(2,808,320	)	$	-		$	(10,806	)

Net profit		-		-		-		765,336			-			765,336

Balance, December 31, 2017		14,893,714	$	14,894	$	2,782,620	$	(2,042,984	)	$	-		$	754,530

Translation reserves		-		-		-		-			(1,848	)		(1,848	)

Net profit		-		-		-		324,183			-			324,183

Balance, December 31, 2018		14,893,714	$	14,894	$	2,782,620	$	(1,718,801	)	$	(1,848	)	$	1,076,865

The accompanying notes are an integral part of these consolidated financial statements

F-6

DKG Capital, Inc.

Consolidated Statements of Cash Flows

	For the Years Ended
	December 31,
	2018			2017
Cash flows from operating activities
Net profit	$	525,587		$	1,015,927
Adjustments to reconcile net profit to net cash generated from operating activities
Depreciation		1,676			-
Change in operating assets and liabilities:
Decrease/ (increase) in accounts receivable and deposits		308,552			(318,879	)
(Decrease)/ increase in accounts payable and accrual liabilities		(130,547	)		193,852
Decrease in amount due to shareholder		(4,388	)		-

Cash generated from operating activities		700,880			890,900
Income tax paid		(455,665	)		-
Net cash generated from operating activities		245,215			890,900

Cash flows from investing activities
Payments to acquire fixed assets		(16,757	)
Payments to acquire investment		(481,600	)		-

Net cash used in investing activities		(498,357	)		-

Net (decrease)/ increase in cash		(253,142	)		890,900
Exchange difference		(215	)		-
Cash, beginning		890,900			-
Cash, ending	$	637,543		$	890,900

Supplementary information
Cash paid:
Interest	$	-		$	-
Income taxes	$	455,665		$	-

Non-cash Investing and Financing Activities:
Due to shareholder for payment of expenses on behalf of the company	$	63,160		$	67,013

The accompanying notes are an integral part of these consolidated financial statements

F-7

DKG Capital, Inc.

Notes to Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND OPERATIONS

DKG Capital, Inc., (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 June 5, 2018, the Board approved the appointment of Tengku Sulaiman Shah, age 67, as our Chairman.

F-8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

The Company’s consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31 fiscal year-end.

Principle of Consolidation

The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary DKG HUB SDN BHD. All material intercompany balances and transactions have been eliminated. Exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders’ equity.

Use of Estimates

The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates.

F-9

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts Receivable And Deposits

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. Credit is extended based on evaluation of a customer's financial condition, the customer’s credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of each period, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. Based on the evaluation, the Company has determined that no allowance for doubtful accounts is required as of December 31, 2018 and 2017.

Investment

We periodically evaluate the recoverability of investments and record a write-down to fair value if a decline in value is determined to be other-than-temporary.

Fixed Assets

Fixed assets are reported at cost less accumulated depreciation. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operating income.

The Company compute depreciation using the straight-line method over the estimated useful lives of the assets, which is ten years for furniture and fixtures and renovation.

Fixed assets are evaluated on a quarterly basis to identify events or changes in circumstances that indicate the carrying value of certain fixed assets may not be recoverable. An impairment loss is recorded in the period in which it is determined that the carrying amount of fixed assets is not recoverable.

The carrying amounts of items of fixed assets are derecognized on disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising from the derecognition of items of fixed assets, determined as the difference between the net disposal proceeds, if any, and the carrying amounts of the item, is recognised in profit or loss.

F-10

Impairment of Long-lived Assets

Revenue Recognition

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers and its related updates as codified under ASC 606, Revenue from Contracts with Customers ("ASC 606") on January 1, 2018, using the modified retrospective method for all contracts not completed as of the date of adoption.

The adoption of ASC 606 represents a change in accounting principle that more closely aligns revenue recognition with the performance of the Company's services and provides financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized in a manner reflecting the transfer of goods or services to customers based on consideration a company expects to receive. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. To achieve this core principle, ASC 606 requires the Company to apply the following five steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation. The five-step model requires management to exercise judgment when evaluating contracts and recognize revenue.

The performance obligations of each of the Company’s services are satisfied when the development services completed and invoiced. Revenues are recognized when the service is completed and/or installation services are completed.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2018 and 2017.

F-11

Profit/ (loss) per Common Share

Basic earnings per share are calculated dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share are based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants and options are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no dilutive shares, options or warrants outstanding as of December 31, 2018 and 2017.

Recently Adopted Accounting Pronouncements

There are no other recent accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial statements.

NOTE 3 - GOING CONCERN

The accompanying consolidated 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 an accumulated deficit. In addition, the Company’s development activities since inception have been financially sustained through the sale of capital stock and capital contributions from note holders. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.

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

NOTE 4 – ACCOUNTS RECEIVABLE AND DEPOSITS

Accounts receivable and deposit consisted of account receivable from customer and rental deposits and prepaid rent.

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consisted of royalty fee payable to a third party and other professional charges.

NOTE 6 – INVESTMENT

In February 2018, we have made a total of $481,600 investment in certain funds (Manulife Investment Asia Pacific REIT Fund (MYR) and RHB Asian Income Fund (MYR)) which is included within long-term investments on our consolidated balance sheet.

This is a level 2 investment.

F-12

NOTE 7 – FIXED ASSETS

Fixed assets consists of the following:

	December 31,			December 31,
	2018			2017

Furniture and fixtures	$	12,226		$	-
Renovation		4,531			-
		16,757			-
Less: accumulated depreciation and currency translation differences		(1,849	)		-
Fixed assets, net	$	14,908		$	-

NOTE 8 – REVENUE AND COST OF SALES

Revenue consisted of development services income. During the last quarter of 2017, the Company commenced the tokenization and other software solutions sales to customers in Asia Pacific region.

We did not incurred any direct cost and included as cost of sales on our consolidated Statements of Operation.

NOTE 9 – GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses mainly consist of the operating costs of the Company’s head office in Malaysia and the professional fee incurred on the US company level.

NOTE 10 – INCOME TAX

Net deferred tax assets consist of the following components:

	December 31,			December 31,
	2018			2017

Deferred tax asset:
Net operating loss carryforwards		(106,050	)		(82,250	)
Valuation allowance		106,050			82,250
Net deferred tax asset	$	-		$	-

The Company has accumulated net operating loss carryovers of approximately $303,000 as of December 31, 2018 which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2033. The fiscal years 2013 through 2017 remains open to examination by federal tax authorities and other tax jurisdictions.

F-13

NOTE 12 – RELATED PARTY TRANSACTIONS

As of December 31, 2018 and 2017, the Company was obligated to a former director for an unsecured, non-interest demand bearing loan with a balance of $2,306.

As of December 31, 2018 and 2017, the Company was obligated to Mr. Tesheb Casimir, CEO for an unsecured, non-interest demand bearing loan with a balance of $63,160 and $67,013 respectively, 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 13 – 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 is 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.

There were 14,893,714 shares (17,376,000 shares prior to forward split) of common stock issued and outstanding at December 31, 2018 and December 31, 2017 respectively.

NOTE 11— SUBSEQUENT EVENTS

The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements.

F-14

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On March 23, 2018, MaloneBailey LLP resigned as the Company’s independent registered accountant. Thereafter, the Company engaged BF Borgers CPA PC as its new independent registered public accountant. There were no disagreements between the Company and MaloneBailey LLP.

Item 9A Controls and Procedures

Management's Report on Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2018. This evaluation was implemented under the supervision and with the participation of our officers and directors.

Based on this evaluation, management concluded that, as of December 31, 2018, our disclosure controls and procedures are ineffective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Our officers and directors have concluded that our disclosure controls and procedures had the following material weaknesses:

· We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties;

· We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert. The Board of Directors is comprised of two members who also serve as executive officers. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by us; and

· Documentation of all proper accounting procedures is not yet complete.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:

· Engaging consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

· Hiring additional qualified financial personnel;

· Expanding our current board of directors to include additional independent individuals willing to perform directorial functions; and

· Increasing our workforce in preparation for exiting the development stage and commencing revenue producing operations.

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near-term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the limited advice of outside professionals and consultants. These initiatives will be subject to our ability to obtain sufficient future financing and subject to our ability to start generating revenue.

Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our officers have assessed the effectiveness of our internal controls over financial reporting as of December 31, 2018. In making this assessment, management used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, management concluded that, as of December 31, 2018, our internal control over financial reporting was ineffective.

Management has identified a lack of sufficient personnel in the accounting function due to our limited resources with appropriate skills, training and experience to perform the review processes to ensure the complete and proper application of generally accepted accounting principles. We are in the process of developing and implementing remediation plans to address our material weaknesses in our internal controls.

Management has identified specific remedial actions to address the material weaknesses described above:

· Improve the effectiveness of the accounting group by augmenting our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issue by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations and/or have raised significant additional working capital; and

· Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

During the fourth quarter ended December 31, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Below are the names and certain information regarding our executive officers and directors during the year ended December 31, 2018.

Tesheb Casimir

President, CEO, CFO, Secretary, Treasurer and Director (appointed on January 11, 2017)

Tesheb Casimir, President, CEO, CFO, Secretary, Treasurer and Executive Director

Tesheb Casimir, 41, having worked originally as a corporate lawyer, quickly transitioned to private banking and worked in Lippo Bank TBK in Indonesia. He has worked in the offshore finance industry for the past few years. In 2011, Mr. Casimir and set up a licensed private wealth management company, Elgin Associates Malaysia Inc, in conjunction with a Swiss private bank headquartered in Baar, Switzerland. He has helped to set up a number of successful enterprises and continues to play an active part in Private Equity and Investments. He has also worked in a series of roles ranging from group CFO, management committee, as well as branding and restructuring roles. Mr. Casimir presently sits on the board of Rorine International Holding Corporation (trading symbol “RIHC”) and Elgin Capital Inc. He has a Master of Law (Corporate) from Australia Bond University (2008) and is fluent in English

His experience qualifies him to be and Officer and Director of DKG Capital Inc.

Former Officers and Directors

The following former directors and officer were appointed during the year ended December 31, 2018 and resigned prior to the end of that year: The resignations did not result from any disagreements with the Company concerning its business or policies.

TENGKU SULAIMAN SHAH, Former Chairman

On June 5, 2018, the Board approved the appointment of Tengku Sulaiman Shah, age 67, as our Chairman. Mr. Shah resigned on August 8, 2018.

NITIN GUPTA, CTO – Former Chief Technology Officer and Former Director

On June 5, 2018, the Board appointed Nitin Gupta to a vacant position on our Board of Directors and as our Chief Technology Officer. Mr. Gupta resigned September 25, 2018.

JIN TAN, CIO – Former Chief Investment Officer and Former Director

On June 5, 2018, the Board appointed Jin Tan to a vacant position on our Board of Directors and as our Chief Investment Officer. Mr. Tan resigned October 18, 2018.

RICHARD UNDERWOOD, Former Independent Director

On June 5, 2018, the Board appointed Richard Underwood to a vacant position on our Board of Directors. Mr. Underwood resigned August 8, 2018.

Directors

The authorized number of directors of the corporation shall be fixed from time to time by resolution adopted by the Board.

Term of Office

Directors shall be elected at the annual meeting of stockholders and each director shall hold office until his successor is elected and qualified or until his death, retirement, earlier resignation or removal.

Board of Director Committees

We do not have any board committees due to the limited size of the Board and the Company, and as such the board as a whole carries out the functions of audit, nominating and compensation committees.

Item 11. Executive Compensation

The following table sets forth the compensation paid to our officers and directors for the years ended December 31, 2016, 2017 and 2018:

Name & Principal Position	Year		Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ron Camacho (1)		2015								$	0.00
Andy Kim (1)		2017 2018								$	0.00
Jung Choung Hun (1)		2017 2018								$	0.00
Tesheb Casimir (Pres, Secy, Treas		2016 2017								$	0.00
Dir)		2018								$	0.00
Tengku Sulaiman		2018								$	0.00
Shah
(Former Chairman)
Nitin Gupta		2018								$	0.00
(Former CTO and
Director)
Jin Tan		2018								$	0.00
(Former CIO and
Firector)
Richard		2018								$	0.00
Underwood
(Former Director)

(1)

Former President, Secretary, Treasurer and Director

Employment Agreements

None

Director Compensation

None

Equity Compensation Plans

The following table set forth information regarding the outstanding equity awards as of December 31, 2018 for our officers and directors:

Name

Number

Securities

Underlying

Unexercised

options

(#)

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price ($)

Option

Expiration

Date

Number

of Shares

or Units

of Stock

That

Have Not

Vested (#)

Market

Value of

Shares

or Units

of Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested (#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested ($)

Andy Kim

Jung Choung
Hun

Tesheb Casimir

Tengku
Sulaiman Shah

Nitin Gupta

Jin Tan

Ruchard
Underwood

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2018.

By each person who is known by us to beneficially own more than 5% of our common stock;

By each of our officers and directors; and

By all of our officers and directors as a group.

Title of class		Amount of beneficial ownership	Amount of beneficial ownership		Percent of class

	Common	Tesheb Casimir President, CEO and Director No. 17-2-2, Jalan 3/62D, Medan Putra Business Centre Bandar Menjalara, 522C Kuala Lumpur, WP Kuala Lumpur Malaysia		10,965,429		73.62	%


		All officers and directors as a group		10,965,429		73.62	%


	Common	Tesheb Casimir President, CEO and Director No. 17-2-2, Jalan 3/62D, Medan Putra Business Centre Bandar Menjalara, 522C Kuala Lumpur, WP Kuala Lumpur Malaysia		10,965,429		73.62	%

		5% shareholders as a group		10,965,429		73.62	%

		Officers, Directors and 5% Shareholders as a group		10,965,429		73.62	%

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence

We currently operate with one director, Tesheb Casimir. We have determined that he is not an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

Item 14. Principal Accounting Fees and Services

The fees billed for professional services rendered by our principal accountant are as follows:

Fiscal
Year

Audit Fees

Audit-
Related
Fees

Tax Fees

All Other

Fees

2017

58,600

2018

48,000

Pre-Approval Policies and Procedures

The board of directors must pre-approve any use of our independent accountants for any non-audit services. All services of our auditors are approved by our whole board and are subject to review by our whole board.

PART IV

Item 15 Exhibits, Financial Statement Schedules

Number	Exhibit
31.1	Rule 13a-14(a) Certification of Principal Executive Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 16^thday of May, 2019.

	DKG CAPITAL INC.






	BY:	Tesheb Casimir

	/s/	Tesheb Casimir
		Principal Executive Officer
		Principal Financial Officer and
		Principal Accounting Officer