v3.21.2
Nature of Business
 9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Business

NOTE 1 - NATURE OF BUSINESS

 

12 ReTech Corporation is a holding company with subsidiaries that develop, sell, and install software that we believe enhance the shopping experience for shoppers and retailers. As a holding company, we also acquire synergistic operating companies that manufacture and sell fashion and other products to other retailers as well as selling these products online. In October 2019, we acquired retail stores in airport terminals and casinos, solidifying us as a true Omni-Channel retailer. Owning our own brick and mortar stores will allow us to deploy our cutting-edge software and Apps in the United States, to demonstrate its effectiveness at attracting shoppers and inducing them to purchase. In our own stores, we plan to test, in real time, new software products which should delight consumers and generate incremental revenues and profits for our stores. If we can show incremental revenues and profits for ourselves, we believe that other retailers may follow our example and deploy our software solutions themselves.

 

With the intended future launch of our social shopping app which is in development in 2021 (see subsequent events), we intend to associate with other retailers on a new shopping platform that will benefit both consumers and retailers in new and exciting ways.

 

During the 4th quarter 2019 and continuing in the first quarter 2020 amid the effects of the pandemic created by COVID-19, the Company chose to consolidate its operations around three operating entities; 12 Tech, Inc., formed in Arizona on December 26, 2019 (“12 Tech”) and 12 Retail Corporation, formed on September 17th, 2017 (“12 Retail”), and the 12 Fashion Group, Inc formed on June 26, 2020.

 

12 Retail operates its own retail outlet(s) as well as those of Bluwire Group, LLC (“Bluwire”), that operates retail stores in airports (mainly in international terminals) and casinos. Because of their locations mainly in international terminals of airports, all Bluwire Company owned stores and all but one royalty store remains closed due to Covid-19. 12 Retail will also serve to demonstrate the effectiveness of the software technology created by 12 Tech in improving revenues and profits for retailers as well as providing access to other retailers through our soon to be launched social shopping app, and through our wholesale fashion business relationships.

 

12 Fashion Group, Inc., an Arizona Corporation, was formed on June 26, 2020, and operates our fashion wholesale and direct to consumer brands, including Rune NYC, Social Sunday, and Red Wire Design, as well as consolidating remaining operations from our other smaller fashion acquisitions.

 

Today, 12 Tech aims to provide technology solutions both online and inside retail brick and mortar that helps retailers acquire customers, reduce overhead expenses, streamline operations, and gain incremental revenues and profits. Existing 12 Tech solutions are deployed mainly in Asia. We are planning to deploy our solutions in the United States retail markets, which serve the world’s largest consumer economy. While we continue to operate in Asia, we have consolidated our international units, which were focused on our technology deployment (“12 Japan” and “12 Europe”), and consolidated our software development company 12 Hong Kong, Ltd (“12 HK”), under 12 Tech to further streamline our own operations.

 

As the retail environment continues to evolve, we as both retailers and technologists, will evolve with it. We believe our developed software, both current and in development, will delight consumers, provide contactless experiential shopping, and assist retailers with the recapture of their revenues as they combat the dual threats of Amazon and Walmart. Our software, once fully deployed and implemented, may provide retailers with another effective online and mobile sales channel besides their current options of Google, Amazon, and/or Facebook/Instagram.

 

As an innovative retail technology company that has been built through acquisitions and ideas, we will continue to search for additional synergistic acquisitions that bring incremental revenues and profitability and/or provide innovative software solutions.

 

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. Separated into two division: 12 Fashion Group, Inc., and Bluwire Group, LLC.
                         
Red Wire Group, LLC   Utah, USA   July 2, 2015   February 19, 2019     100 %   Operations are consolidated into 12 Fashion Group, and this company is closed, and we filed a Chapter 11 Subsection V on March 6, 2020. This was discharged on or about September 2020 and. is permanently closed
                         
Rune NYC, LLC   New York, USA   Jan 23, 2013   March 14, 2019     92.5 %   Operated by 12 Fashion Group, Inc., an unincorporated division of 12 Retail. Operates contemporary women’s ‘Athleisure’ brand which is primarily sold to retailers.
                         
Bluwire Group, LLC (“Bluwire”)   Florida, USA   Feb 1, 2010   October 1, 2019     60.5 %   A subsidiary of 12 Retail with 12 brick and mortar stores was acquired.
                         
Social Decay, LLC dba Social Sunday (“Social Sunday”)   New Jersey, USA   Sept 24, 2014   November 1, 2019     100 %   Operated by 12 Fashion Group Inc., a division of 12 Retail. Operates a contemporary women’s clothing brand primarily sold to wholesalers.
                         
12 Tech Inc   Arizona, USA   Dec 26,2019   Formed by 12 Retech     100 %   As a holding Company to execute the Company’s technology strategy.
                         
12 Hong Kong Limited (“12HK”)   Hong Kong, China   February 2, 2014   June 27, 2017     100 %   A subsidiary of 12 Tech Inc. Development and sales of technology applications. Services customers in Asia, including Japan.
                         
12 Japan Limited (“12JP”)   Tokyo, Japan   February 12, 2015   July 31, 2017     100 %   A subsidiary of 12 Tech Inc. Consultation and sales of technology applications. As of June 2020, our Japanese customer (s) is serviced by 12 Hong Kong.
                         
12 Europe AG (“12EU”)   Switzerland   August 22, 2013   October 26, 2017     100 %   As of September 2019, this company is closed.
                         
12 Fashion Group Inc   Arizona, USA   June 26, 2020   Formed by 12 Retech     100 %   Formed as a subsidiary of 12 Retech to hold and operate the wholesale and Retail fashion and apparel operations.

 

Reverse Stock Split and increase in authorized shares

 

On October 18, 2019, the Company completed a 100-for-1 reverse common stock split reducing the outstanding common shares to 25,410,391. Upon the stock split, the Company’s authorized common shares of 8,000,000,000 did not change. The reverse split has been retroactively applied to share amounts in these consolidated financial statements. As a subsequent event, as of May 18, 2021 the authorized common stock was increased to 20,000,000,000 shares of common stock.