NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
| Business Description And Continuance Of Operations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS | NOTE 1. NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
12 Retech Corporation (“we”, “us”, “our”, “12 ReTech”, or the “Company”) was incorporated under the laws of the State of Nevada, U.S. as DEVAGO INC. on September 8, 2014. On June 8, 2017, the Company amended their Articles of Incorporation to change the name to 12 Retech Corporation. We are a start-up stage company and engaged in the creation of mobile software applications, or “Apps.” Our strategic initiative includes developing and marketing our current mobile application, as well as expanding our mobile application portfolio through the acquisition of third party mobile applications and mobile application development companies. Principal subsidiaries
The details of the principal subsidiaries of the Company are set out as follows:
Change in Fiscal Year
On September 13, 2017, our Board of Directors approved a change in our Fiscal Year End from November 30 to December 31. The change in fiscal year end became effective for our 2017 fiscal year, which began December 1, 2016 and ends on December 31, 2017. Since the Company elected to not file a Transition Report on Form 10-Q for the one-month transition period from December 1, 2016 to December 31, 2016 (the “Transition Period”), the Company has included its unaudited financial statements for the Transition Period in this report on Form 10-Q. Additionally, as the Company is filing this Form 10-Q for the new reporting period ended September 30, 2017, we are including the one month period June 1, 2017 to June 30, 2017, in this report on Form 10-Q. The Company now operates on a fiscal year ending on December 31, 2017.
Stock Split
Effective June 21, 2016, we effected a 1 for 6 forward stock split of our issued and outstanding common stock (the “Forward Stock Split”). All references to shares of our common stock in this report on Form 10-Q refers to the number of shares of common stock after giving effect to the Forward Stock Split (unless otherwise indicated).
Share Exchange and Reorganization
As of the Effective Date and pursuant to a Securities Purchase Agreement dated June 27, 2017, the Company and 12 Hong Kong Limited (“12HK”), 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 12HK has become a wholly-owned subsidiary of the Company. As per the Share Exchange Agreement, the Company acquired Four Million (4,000,000) shares of 12HK, representing 100% of the issued and outstanding equity of 12HK, from the 12HK shareholders (the “12HK Shares”) and in exchange the Company issued to 12HK an aggregate of Fifty Five Million (55,000,000) shares of common 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 Series A Preferred Stock.
Recapitalization
For financial accounting purposes, this transaction was treated as a reverse acquisition by 12HK, and resulted in a recapitalization with 12HK being the accounting acquirer and 12 Retech as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, 12HK and have been prepared to give retroactive effect to the reverse acquisition completed on June 27, 2017, and represent the operations of 12HK. The consolidated financial statements after the acquisition date, June 27, 2017 include the balance sheets of both companies at historical cost, the historical results of 12HK and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. |