| Nature of the Business |
Note
1 – Nature of the Business
At
our core, we are a software Company whose technology allows retailers to combat the dual threats of Walmart and Amazon —
both online and in physical stores. Our Brand rollup acquisition strategy allows us to demonstrate the effectiveness of our software
and devise and test new products, while providing shareholder value through immediate revenue and earnings growth. The Company
operates through our subsidiaries on three continents: 12 Hong Kong, Limited (“12HK”, “12 Hong Kong, Ltd.”),
12 Japan, Limited (“12JP”, “12 Japan, Ltd.”), 12 Europe A.G. (“12EU”, “12 Europe AG”),
and 12 Retail Corporation (“12 Retail”) which, with its subsidiaries, designs, manufactures, and sells primarily fashion
products through all channels including online, wholesale to retailers, and in our own store(s) from North America. 12 Retail’s
subsidiaries include: Emotion Fashion Group, Inc. (acquired May 2018), Red Wire Group, LLC (Acquired February 2019) and Rune NYC,
LLC (Acquired March 2019).
Principal
subsidiaries
The
details of the principal subsidiaries of the Company are set out as follows:
| Name
of Company | |
Place
of Incorporation | |
Date
of Incorporation | | |
Acquisition
Date | |
Attributable
Equity Interest
% | | |
Business |
| 12
Retail Corporation (“12 Retail”) | |
Arizona,
USA | |
| Sept.
18, 2017 | | |
Formed
by 12 ReTech Corporation | |
| 100 | % | |
As
a holding Company to execute the Company’s roll up acquisition strategy as well as to penetrate the North American market
with our technology to select retailers. |
| | |
| |
| | | |
| |
| | | |
|
| 12
Hong Kong Limited (“12HK”) | |
Hong
Kong, China | |
| February
2, 2014 | | |
June
27, 2017 | |
| 100 | % | |
Development
and sales of technology applications |
| | |
| |
| | | |
| |
| | | |
|
| 12
Japan Limited (“12JP”) | |
Japan | |
| February
12, 2015 | | |
July
31, 2017 | |
| 100 | % | |
Consultation
and sales of technology applications |
| | |
| |
| | | |
| |
| | | |
|
| 12
Europe AG (“12EU”) | |
Switzerland | |
| August
22, 2013 | | |
October
26, 2017 | |
| 100 | % | |
Consultation
and sales of technology applications. |
E-motion
Fashion Group, Inc. F/K/A Emotion Apparel, Inc,
Lexi Luu Designs, Inc, Punkz Gear, Skipjack Dive and Dancewear, Cleo
VII | |
Re-incorporated,
in Utah, USA F/K/I in California,
USA | |
| September
9, 2010
Reincorporated on July 6, 2018 and changed its name on
July 26,
2018 | | |
May
1, 2018 | |
| 100 | % | |
A
subsidiary of 12 Retail and is the first microbrand acquired under the microbrand acquisitions roll up strategy. Operates
its own production facilities that can be utilized by all of the Company’s future microbrands. |
| Red
Wire Group, LLC | |
Utah | |
| July
2, 2015 | | |
February
19, 2019 | |
| 100 | % | |
A
subsidiary of 12 Retail and is the second acquisition in the brand acquisition strategy. Operates its own “cut &
sew for independent third parties’ contract to produce clothes |
| Rune
NYC, LLC | |
New
York | |
| Jan
23, 2013. | | |
March
14, 2019 | |
| 92.5 | % | |
A
subsidiary of 12 Retail and is the third in the brand acquisition. Operates contemporary women’s ‘Athleisure’
brand which is primarily sold to retailers |
|