SUBSEQUENT EVENTS

6 Months Ended

May 31, 2017

NOTE 6. SUBSEQUENT EVENTS

The Company evaluated all events and transactions that occurred after February 28, 2017 and through the date of this filing in accordance with FASB ASC 855, “Subsequent Events”.

On June 7, 2017, Devago, Inc., a Nevada corporation (the “Company” or “DVGG”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with 12 Hong Kong Limited, a Hong Kong Special Administrative Region corporation (“12RT”), and the Shareholders of 12RT (the “12RT Shareholders”). Pursuant to the Share Exchange Agreement, the Company will acquire Four Million (4,000,000) shares of 12RT, representing 100% of the issued and outstanding equity of 12RT, from the 12RT shareholders (the “12RT Shares”) and in exchange the Company shall issue to 12RT an aggregate of Fifty Five Million (55,000,000) shares of Company stock, consisting of: (i) Fifty Million (50,000,000) shares of post forward split Company common stock; and, (ii) Five Million (5,000,000) shares of a to be designated DVGG Series A Preferred Stock. As a result of the Share Exchange Agreement, 12RT shall become a wholly-owned subsidiary of the Company. The Share Exchange Agreement contains customary representations and warranties.

One June 14, 2017, 12 Retech Corporation. (formerly Devago, Inc.) (the “Company”) amended its Articles of Incorporation with the State of Nevada in order to (i) change its name to 12 Retech Corporation, (ii) effectuate a 6 for 1 forward stock split and (iii) increase the authorized shares of common stock to 500,000,000, and decrease the authorized shares of preferred stock to 50,000,000 (the “Amendment”). The board of directors of the Company approved the Amendments on June 7, 2017. The shareholders of the Company approved of the Amendment by written consent on June 7, 2017. The Amendment became effective with the State of Nevada on June 8, 2017. The Company is awaiting approval and effectiveness from FINRA.

As of June 27, 2017 (the “Closing Date”), the Company and 12 RT, have determined that all conditions necessary to close the Share Exchange Agreement have been satisfied and therefore as of the date hereof, the Share Exchange Agreement was closed and as such 12RT has become a wholly-owned subsidiary of the Company (“Closing”). As per the Share Exchange Agreement, the Company acquired Four Million (4,000,000) shares of 12RT, representing 100% of the issued and outstanding equity of 12RT, from the 12RT shareholders (the “12RT Shares”) and in exchange the Company issued to 12RT an aggregate of Fifty Five Million (55,000,000) shares of Company stock, consisting of: (i) Fifty Million (50,000,000) shares of post forward split Company common stock; and, (ii) Five Million (5,000,000) shares of a to be designated DVGG Series A Preferred Stock. Additionally, the following conditions to the closing of the Share Exchange Agreement have been satisfied:

	(i)	on June 8, 2017, the Company filed with the State of Nevada Amended and Restated Articles of Incorporation, reflecting: (1) a change the Company’s’ name from Devago, Inc. to 12 Retech Corporation; and, (2) an increase in the Company’s authorized shares of Common Stock from 100,000,000 to 500,000,000 and decreases its authorized shares of undesignated Preferred Stock from 100,000,000 to 50,000,000;

	(ii)	On June 21, 2017, the Financial Industry Regulatory Authority (“FINRA”) approved a six-for-one (6:1) forward split of the Company’s common stock;

	(iii)	the Company has facilitated the cancellation of 19,800,000 shares of its restricted common stock and such stock shall be returned to the Company’s treasury; and,

	(iv)	12RT has provided the Company with financial statements prepared by an independent accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”), such financial statements are included as an Exhibit to this Current Report.

The foregoing summary description of the terms of the Share Exchange Agreement may not contain all information that is of interest to the reader. For further information regarding specific terms and conditions of the Share Exchange Agreement, this reference is made to such agreement, which was filed with the SEC on June 7, 2017 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, which is incorporated herein by reference.

As of June 27, 2017, the President, Chief Executive officer, and Director of the Company resigned from all positions. On the same date, a new individual was appointed as a member of the Company’s Board of Directors, as well as being appointed the President, Chief Executive Officer, and Secretary. A second individual was appointed to the Company’s Board of Directors and as the Company’s Chief Financial Officer.