UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
ASIARIM CORP. AKA UN MONDE INTERNATIONAL LTD. |
(Exact name of registrant as specified in its charter) |
Nevada | 83-0500896 | |
(State of other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
5689 Condor Place
Mississauga ON
L5V 2J4 Canada
Westagate Mall
(Address of Principal Executive Offices) (Zip Code)
1-905-962-0823
(Registrant’s telephone number, including area code)
Securities to be Registered Under Section 12(b) of the Act:
None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock, Par Value $0.001
(Title of Class)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
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. ☐
INDEX TO FORM 10
Description | Page | ||
Item 1. | Business | 1 | |
Item 1A. | Risk Factors | 4 | |
Item 2. | Financial Information | 11 | |
Item 3. | Properties | 12 | |
Item 4. | Security Ownership of Certain Beneficial Owners and Management | 12 | |
Item 5. | Directors and Executive Officers | 13 | |
Item 6. | Executive Compensation | 14 | |
Item 7. | Certain Relationship and Related Transactions, and Director Independence | 14 | |
Item 8. | Legal Proceedings | 14 | |
Item 9. | Market Price and Dividends on the Registrant’s Common Stock and Related Stockholder Matters | 15 | |
Item 10. | Recent Sale of Unregistered Securities | 15 | |
Item 11. | Description of Registrant’s Securities to be Registered | 16 | |
Item 12. | Indemnification of Directors and Officers | 16 | |
Item 13. | Financial Statements and Supplementary Data | 17 | |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 46 | |
Item 15. | Financial Statements and Exhibits | 46 |
Cautionary Note Regarding Forward-Looking Statements
This registration statement on Form 10 contains “forward-looking statements” concerning our future results, future performance, intentions, objectives, plans, and expectations, including, without limitation, statements regarding the plans and objectives of management for future operations, any statements concerning our proposed services, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this document are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statements. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. Future financial condition and results of operations, as well as any forward-looking statements are subject to inherent risks and uncertainties, including those discussed under “Risk Factors” and elsewhere in this Form 10.
Introductory Comment
We are filing this General Form for Registration of Securities on Form 10 to register our common stock pursuant to Section 12(g) of the Exchange Act. Once this registration statement is deemed effective, we will be subject to the requirements of Section 13(a) under the Exchange Act, which will require us to file annual reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
Throughout this Form 10, unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,” “ARMC" and “our Company” refer to Asiarim Corp., a Nevada corporation. Asiarim Corp. is a Blank Check Company under Rule 419 of the Securities Act of 1933.
The term ‘blank check company” means that we are a development stage company and have no specific business plan or purpose or has indicated that is business plan is to engage in a merger or acquisition with an unidentified company companies, or other entity or person. A blank check company:
(i) Is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and
(ii) Is issuing “penny stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
Item 1. | Business |
(a) Business Development
The Company was organized under the laws of the State of Nevada on June 15, 2007, under its current name. The Company was a development stage company with the goal of acquire private corporations that are involved in education and management services offering private, distinguished, specialized, and internationalized education to international students in schools.
Prior to 2012, the Company engaged in the computer electronics business as it completed the acquisition of Commodore.
Business operations for Asiarim Corp. and its subsidiaries were abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2016. The Company filed its last 10Q in 2011, this financial report included liabilities and debts. As of the date of this filing, these liabilities and debts have been addressed and the legal opinion for debt write off is attached as an Exhibit.
On May 5, 2016, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Bryan Glass (“Mr. Glass”, the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.
The court awarded custodianship to Mr. Glass based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Ms. Glass was appointed sole officer and director.
The Company was severely delinquent in filing annual reports for the Company’s charter. The last annual report was filed on September 30, 2010 in on Form 10-K. In addition, the company was subject to Exchange Act reporting requirements including filing 10Q’s and 10Ks. The Company filed its last 10Q for quarter ending June 30, 2011, and was out of compliance with Exchange Act reporting. Mr. Glass attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.
Mr. Glass was a shareholder in the Company and applied to the Court for an Order appointing Brian Glass as the Custodian. This application was for the purpose of reinstating ARMC’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.
Mr. Glass performed the following actions in its capacity as custodian:
• | Funded any expenses of the company including paying off outstanding liabilities |
• | Brought the Company back into compliance with the Nevada Secretary of State, resident agent, transfer agent |
• | Appointed officers and directors and held a shareholders meeting |
The Custodian paid the following expenses on behalf of the company:
Nevada Secretary of State for reinstatement of the Company, $3,925
Transfer agent, Island Stock Transfer, $9,100
Amended and Restated Articles of Incorporation for the Company, $175.
Upon appointment as the Custodian of ARMC and under its duties stipulated by the Nevada court, Mr. Glass took initiative to organize the business of the issuer. As Custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. Mr. Glass also had authority to enter into contracts and find a suitable merger candidate. Mr. Glass was compensated for its role as custodian in the amount of 40,000,000 shares of Restricted Common Stock. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on November 9, 2016.
On January 30, 2019, Mr. Glass entered into a Stock Purchase Agreement with Asia Gateway Capital Ltd., whereby Asia Gateway Capital Ltd. purchased 40,000,000 shares of Restricted Common Stock. These shares represent the controlling block of stock. Mr. Glass resigned his position of sole officer and director and appointed Ci Zhang as as CEO, Treasurer, Secretary, and Director of the Company. Mr. Glass also appointed ChangJun Xue and Bing Qing Xie as Directors.
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Asia Gateway Capital Ltd. is controlled by Ci Zhang.
We are currently a shell company, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-2.
(b) Business of Issuer
Asiarim Corp. is a developmental stage company, incorporated under the laws of the State of Nevada on June 15, 2007. Our plan of business has not been implemented but will incorporate the acquisition of private corporations involved in education and management services offering private, distinguished, specialized, and internationalized education to international students in schools.
The Company changed its name in Nevada, the state of domicile, to Un Monde International Ltd.
At present financial revenue has not yet been realized. The Company hopes to raise capital in order to fund the acquisitions.
All statements involving our business plan are forward looking statements and have not been implemented as of this filing.
The Company is moving in a new direction, statements made relating to our business plan are forward looking statements and we have no history of performance. Current management does not have any experience in acquisition of international educational companies but is actively looking for a suitable person to incorporate into the management team.
We feel that our business plan addresses the need for additional development in the education industry.
We are in the business of acquiring private corporations in the business of educating international students, so they have the tools to contribute and thrive in an interdependent world. Our vision incorporates the spirit of social responsibility, not only on a local community basis but also on a global scale. We will achieve this through multilingual education and critical thinking so the student may integrate into any cultural situation.
The impact of social distancing requirements due to Covid-19 has accelerated already robust global growth in online education, a trend many expect to continue even after Covid-19 restrictions are lifted.
As governments in China attempt to reduce the cost of studying abroad, providing such opportunities in a cost-effective way has become the focus for leading educational institutions. In a post-Covid world, online education is far and away now the ideal solution.
International education is generally taken to include
· | Traditional curriculum (math, sciences, languages) |
· | Knowledge of other world regions & cultures; |
· | Familiarity with international and global issues; |
· | Skills in working effectively within global or cross-cultural environments, and using information from different sources around the world; |
· | Ability to communicate in multiple languages; and |
· | Dispositions towards respect and concern for other cultures and peoples. |
The Company intends to implement its business plan upon raising capital. Subject to available capital, the Company intends to invest in:
Development
· | Formal and informal education curriculum |
o | Training, exchange programs, cross-cultural communication |
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Implementation
· | Promoting international understanding/international-mindedness and/or global awareness/understanding |
· | Being active in global engagement/global or world citizenship |
· | Increasing intercultural understanding and respect for difference |
· | Encouraging tolerance and commitment to peace |
The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors:
· | Potential for growth, indicated by anticipated market expansion or new technology; |
· | Competitive position as compared to other schools of similar size and experience within the education segment as well as within the industry as a whole; |
· | Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance and other required items; | |
· | Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources; |
· | The extent to which the business opportunity can be advanced in the marketplace; and |
· | Other relevant factors |
In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.
We are unable to predict when we will, if ever, identify and implement our business plan. We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.
As of the time of this filing, the Company has not implemented its business plan.
We expect that our due diligence will encompass, among other things, meetings with incumbent management of the target business and inspection of its facilities, as necessary, as well as a review of financial and other information, which is made available to the Company. This due diligence review will be conducted either by our management or by third parties we may engage. We anticipate that we may rely on the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis.
We may incur time and costs required to select and evaluate our business structure and complete our business plan, which cannot presently be determined with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective international education program that is not ultimately completed may result in a loss to the Company. These fees may include legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. We have no present arrangements for any of these types of fees.
We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the investigation process, which may not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in a loss to the Company of the related costs incurred.
3 |
Competition
Our company expects to compete with many countries in the international education industry. In addition, there are several competitors that are larger and more profitable than ARMC. We expect that the quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new geographies enter the marketplace as a result of continued enactment of regulatory and legislative changes. We believe that diligently establishing and expanding our funding sources will establish us in an already established industry. Additionally, we expect that establishing our product offerings on new platforms are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole will result in new students entering the international education marketplace, thereby further mitigating the impact of competition on our future operations and results.
Compliance with education standards and guidelines will increase development costs and the cost of operating our business. In turn, we may not be able to meet the competitive price point for our education curriculum dictated by the market and our competitors.
Again, these are forward looking statements and not an indication of past performance. There is no guarantee that we will be able to implement our business plan and have no merger candidates as of the time of this filing.
Effect of Existing or Probable Governmental Regulations on the Business
Upon effectiveness of this Form 10, we will be subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; (2) establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5) establishes a federal crime of securities fraud, among other provisions.
We will also be subject to Section 14(a) of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14A. Preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are provided to our stockholders.
Employees
As of March 31, 2021, we had one officer, three directors and no employees. We anticipate that we will begin to fill out our management team as and when we raise capital to begin implementing our business plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters. We currently have no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent consultants from time to time on an as-needed basis.
Item 1A. | Risk Factors |
Risks Relating to Our Business
Our business plan involves a number of very significant risks. Our future business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.
Our officers and directors reside outside the United States, investors may have limited legal recourse against them including difficulties in enforcing judgments made against them by U.S. courts. There is neither treaty nor any reciprocal arrangement between China and the United States regarding recognition or enforcement of civil judgments.
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Resale limitations of Rule 144(i) on your shares
According to the Rule 144(i), Rule 144 is not available for the resale of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii) states that Rule 144 is not available to securities initially issued by an issuer that has been “at any time previously” a reporting or non-reporting shell company. Rule 144(i)(1)(ii) prohibits shareholders from utilizing Rule 144 to sell their shares in a company that at any time in its existence was a shell company. However, according to Rule 144(i)(2), an issuer can “cure” its shell status.
To “cure” a company’s current or former shell company status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the company is a shell company or thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10 information if the company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding 12 months and since the filing of the Form 10, or Rule 144 is not available for the resale of securities
We have extremely limited assets, have incurred operating losses, and have no current source of revenue
We have had minimal assets. We do not expect to generate revenues until we begin to implement our business plan. However, we can provide no assurance that we will produce any material revenues for our stockholders, or that our business will operate on a profitable basis.
We will, likely, sustain operating expenses without corresponding revenues, at least until the consummation of our business plan. This may result in our incurring a net operating loss that will increase unless we consummate a business plan with a profitable business or internally develop our business. We cannot assure you that we can identify a suitable business combination or successfully internally develop our business, or that any such business will be profitable at the time of its acquisition by the Company or ever.
Our capital resources may not be sufficient to meet our capital requirements, and in the absence of additional resources we may have to curtail or cease business operations
We have historically generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, 2020, and 2019 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is unable to raise funds, we will be required to reduce our planned operations or cease any operations.
We may encounter substantial competition in our business and our failure to compete effectively may adversely affect our ability to generate revenue
International education is an emerging industry. We believe that existing and new competitors will continue to improve in cost control and performance of their curriculum. We have global competitors and we will be required to continue to invest in product development and productivity improvements to compete effectively in our markets. Our competitors could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition.
Our major competitors may be better able than we to successfully endure downturns in our industrial sector. In periods of reduced demand for our product, we can either choose to maintain market share by reducing our selling prices to meet competition or maintain selling prices, which would likely sacrifice market share. Sales and overall profitability would be reduced in either case. In addition, we cannot assure you that additional competitors will not enter our existing markets, or that we will be able to compete successfully against existing or new competition.
5 |
Effect of Environmental Laws
We believe we are in compliance with all applicable environmental laws, in all material respects. We do not expect future compliance with environmental laws to have a material adverse effect on our business.
We may not be able to obtain regulatory approvals for our product
Our business is subject to laws and regulations governing development of curriculum, accreditation, and other matters. The Company believes acquisition of already accredited private corporations will mitigate this risk.
All operating plans have been made in consideration of existing scholastic regulations. Regulations that most affect operations are related to curriculums of the private corporations we acquire.
We face a number of risks associated with our business plan, including the possibility that we may incur substantial debt or convertible debt, which could adversely affect our financial condition
We intend to use reasonable efforts to complete our business plan. The risks commonly encountered in implementing our business plan is insufficient revenues to offset increased expenses associated with finding a merger candidate. Failure to raise sufficient capital to carry out our business plan. Additionally, we have no operations at this time so our expenses are likely to increase and it is possible that we may incur substantial debt or convertible debt in order to complete our business plan, which can adversely affect our financial condition. Incurring a substantial amount of debt or convertible debt may require us to use a significant portion of our cash flow to pay principal and interest on the debt, which will reduce the amount available to fund working capital, capital expenditures, and other general purposes. Our indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants; impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness and place us at a disadvantage compared to similar companies in our industry that have less debt.
Our future success is highly dependent on the ability of management to locate and attract suitable business opportunities and our stockholders will not know what business we will enter into until we consummate a transaction with the approval of our then existing directors and officers
At this time, we have no operations and future implementation of our business plan is highly speculative, there is a consequent risk of loss of an investment in the Company. The success of our plan of operations will depend to a great extent on the operations, financial condition and management of future business and internal development. While management intends to seek businesses opportunities with entities having established operating histories, we cannot provide any assurance that we will be successful in locating opportunities meeting that criterion. In the event we complete a business plan, the success of our operations will be dependent upon management, its financial position and numerous other factors beyond our control.
There can be no assurance that we will successfully consummate a business plan or internally develop a successful business
We are a blank check company and can give no assurance that we will successfully identify and evaluate suitable business opportunities or that we will successfully implement our business plan. We cannot guarantee that we will be able to negotiate contracts on favorable terms. No assurances can be given that we will successfully identify and evaluate suitable business opportunities, that we will conclude a business plan or that we will be able to develop a successful business. Our management and affiliates will play an integral role in establishing the terms for any future business.
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We will incur increased costs as a result of becoming a reporting company, and given our limited capital resources, such additional costs may have an adverse impact on our profitability.
Following the effectiveness of this Form 10, we will be an SEC reporting company. The Company currently has no business and no revenue. However, the rules and regulations under the Exchange Act require a public company to provide periodic reports with interactive data files which will require the Company to engage legal, accounting and auditing services, and XBRL and EDGAR service providers. The engagement of such services can be costly, and the Company is likely to incur losses, which may adversely affect the Company’s ability to continue as a going concern. In addition, the Sarbanes-Oxley Act of 2002, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements of public companies. For example, as a result of becoming a reporting company, we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and process.
The additional costs we will incur in connection with becoming a reporting company will serve to further stretch our limited capital resources. The expenses incurred for filing periodic reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually. In other words, due to our limited resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations with the SEC as they come due.
The time and cost of preparing a private company to become a public reporting company may preclude us from entering into an acquisition or merger with the most attractive private companies and others
From time to time the Company may come across target merger companies. These companies may fail to comply with SEC reporting requirements may delay or preclude acquisitions. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise, suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
A Business may result in a change of control and a change of management.
In conjunction with completion of a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.
We depend on our officers and the loss of their services would have an adverse effect on our business
We have officers and directors of the Company that are critical to our chances for business success. We are dependent on their services to operate our business and the loss of these persons, or any of them would have an adverse impact on our future operations until such time as he or she could be replaced, if he could be replaced. We do not have employment contracts or employment agreements with our officers, and we do not carry key man life insurance on their lives.
Because we are significantly smaller than the some of our competitors, we may lack the resources needed to capture market share
The international education industry is highly competitive, and our business plan has not been implemented and we are smaller in size than some of our competitors. We are at a disadvantage as a blank check company, we do not have an established business. Many of our competitors have an already established their business, more established market presence, and substantially greater financial, marketing, and other resources than do we. New competitors may emerge and may develop new or innovative products that compete with our anticipated future production. No assurance can be given that we will be able to compete successfully within the international education industry.
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Our ability to use our net operating loss carry-forwards and certain other tax attributes may be limited
We have incurred losses during our history. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited. We may experience ownership changes in the future because of subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
Our ability to hire and retain key personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan
Our management has limited experience in the educational industry and we may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business plan.
Legal disputes could have an impact on our Company
We plan to engage in business matters that are common to the business world that can result in disputations of a legal nature. In the event the Company is ever sued or finds it necessary to bring suit against others, there is the potential that the results of any such litigation could have an adverse impact on the Company.
Our common stock is quoted on the OTC MARKETS. An investment in our common stock is risky and there can be no assurance that the price for our stock will not decrease substantially in the future
Our common stock is quoted on the OTC Markets. The market for our stock has been volatile and has been characterized by large swings in the trading price that do not appear to be directly related to our business or financial condition. As a result, an investment in our common stock is risky and there can be no assurance that the price for our stock will not decrease substantially in the future.
Our stock trades below $5.00 per share and is subject to special sales practice requirements that could have an adverse impact on any trading market that may develop for our stock
If our stock trades below $5.00 per share and is subject to special sales practice requirements applicable to "penny stocks" which are imposed on broker-dealers who sell low-priced securities of this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated to have an adverse impact on the market price for our stock if and when an active trading market should develop.
Our officers, directors and principal stockholders own a large percentage of our issued and outstanding shares and other stockholders have little or no ability to elect directors or influence corporate matters
As of July 6, 2021, our officers, directors, and principal stockholders were deemed to be the beneficial owners of approximately of our 52.6% issued and outstanding shares of common stock. As a result, such persons can determine the outcome of any actions taken by us that require stockholder approval. For example, they will be able to elect all of our directors and control the policies and practices of the Company.
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Risks Related to Our Shareholders and Shares of Common Stock
There is presently no public market for our securities
Our common stock is not currently trading on any market, and a robust and active trading market may never develop. Because of our current status as a “shell company,” Rule 144 is not currently available. Future sales of our common stock by existing stockholders pursuant to an effective registration statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not provide the true market price of our common stock.
Our stock is not traded, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell a significant number of your shares
Even if our stock becomes trading, it is likely that our common stock will be thinly traded, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.
Our common stock is be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell
A common stock is a “penny stock” if it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.
The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
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We may issue more shares in an acquisition or merger, which will result in substantial dilution
Our Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 90,000,000 shares of common stock of which 77,698,333 shares are currently outstanding and 10,000,000 shares of Preferred Stock are authorized, of which 0 shares are outstanding. Any acquisition or merger effected by the Company may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, shares of our common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. In an acquisition type transaction, our Board of Directors has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.
Obtaining additional capital though the sale of common stock will result in dilution of stockholder interests
We may raise additional funds in the future by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution of the equity ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity offerings, and the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the sale of such additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder purchased shares, then that particular stockholder will experience dilution in his or her investment.
Our directors have the authority to authorize the issuance of preferred stock
Our Articles of Incorporation, as amended, authorize the Company to issue an aggregate of 10,000,000 shares of Preferred Stock. Our directors, without further action by our stockholders, have the authority to issue shares to be determined by our board of directors of Preferred Stock with the relative rights, conversion rights, voting rights, preferences, special rights, and qualifications as determined by the board without approval by the shareholders. Any issuance of Preferred Stock could adversely affect the rights of holders of common stock. Additionally, any future issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. Our Board does not intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.
We have never paid dividends on our common stock, nor are we likely to pay dividends in the foreseeable future. Therefore, you may not derive any income solely from ownership of our stock
We have never declared or paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further our business strategy. This means that your potential for economic gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price higher than your purchase price.
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Item 2. | Financial Information |
Management’s Discussion and Analysis or Plan of Operation
Upon effectiveness of this Registration Statement, we will file with the SEC annual and quarterly information and other reports that are specified in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and SEC regulations. Thus, we will need to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of this registration statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company, we will be required, among other things, to:
· | Prepare and distribute reports and other stockholder communications in compliance with our obligations under the federal securities laws and the applicable national securities exchange listing rules; |
· | Define and expand the roles and the duties of our Board of Directors and its committees; |
· | Institute more comprehensive compliance, investor relations and internal audit functions; |
· | Involve and retain outside legal counsel and accountants in connection with the activities listed above. |
Management for each year commencing with the year ending December 31, 2021 must assess the adequacy of our internal control over financial reporting. Our internal control over financial reporting will be required to meet the standards required by Section 404 of the Sarbanes-Oxley Act. We will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, our efforts may not be adequate to comply with the requirements of Section 404. If we are unable to implement and maintain adequate internal control over financial reporting or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules, and may breach covenants under our credit facilities.
The significant obligations related to being a public company will continue to require a significant commitment of additional resources and management oversight that will increase our costs and might place a strain on our systems and resources. As a result, our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the numerous legal and regulatory requirements imposed on public companies, we could make material errors in, and be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.
Asiarim Corporation is a blank check company and has no operations. Our business plan includes international education. In summary, ARMC is focused on raising capital for te educational platform. As of this filing, we have not raised any capital and our business is not yet operational.
Results of Operations for Asiarim Corporation —Comparison of the Years Ended December 31, 2019 and 2020
Revenue
We had no revenues from operations during either 2019 or 2020.
General and Administrative Expense
General and Administrative Expenses were 5,629 for the year ended December 31, 2020 compared to $2,037 for the year ended December 31, 2019, an increase of $3,592. The expenses consist primarily of transfer agent fees and annual state filing fees.
Stock compensation expense
During the year ended December 31, 2020, we incurred Nil on non-cash stock compensation expense from the issuance of common stock for services. There was no stock issued for services in the prior year.
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Net Loss
We had a net loss of $5,629 for the year ended December 31, 2020 compared to $2,037 for the year ended December 31, 2019.
Liquidity and Capital Resources
As of December 31, 2020, we had $0 of cash, $7,666 of liabilities and an accumulated deficit of $2,331,376. The Company has working capital deficit of $7,666.
We used nil of cash in operations for the year ended December 31, 2020 and used net cash of $2,037 for the year ended December 31, 2019.
We received net advances from related party of $2,037.
The financial statements accompanying this Report have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had a net loss of $5,629 and have accumulated stockholders’ deficit of $7,666 as of December 31, 2020. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Item 3. | Properties |
We do not own any property and do not pay for office space.
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
(a) Security ownership of certain beneficial owners.
The following table sets forth, as of July 6, 2021, the number of shares of common stock owned of record and beneficially by our executive officer, director and persons who beneficially own more than 5% of the outstanding shares of our common stock.
Amount and Nature of Beneficial Ownership Percentage of Class
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Class | ||
Mitex Group Ltd | 5,591,533 | 7.20% | ||
271 Lockhart Rd, Ste 1601 | ||||
Jie Yang Bldg. | ||||
Wanchai Hong Kong | ||||
Reunite Investments Inc. | 7,173,334 | 9.23% | ||
24338 El Toro Rd, Unit e | ||||
Laguan Woods, CA 92637 | ||||
Di Pan | 11,400,000 | 14.67% | ||
1005-33 Sheppard Ave | ||||
North York, Ontario | ||||
M2K 3E5 Canada | ||||
Bingqiang Xie | 11,400,000 | 14.67% | ||
1309-8081 Birchmount Rd | ||||
Markham, Ontario | ||||
L6G 0G5 Canada | ||||
Ci Zhang | 15,200,000 | 19.56% | ||
Garden Yingshan St. | ||||
Guangshui Suizhou City | ||||
Hubai China |
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Item 5. | Directors and Executive Officers |
A. Identification of Directors and Executive Officers.
Our Officers and directors and additional information concerning them are as follows:
Name | Age | Position | ||||
Dr. Ci Zhang | 39 | CEO, President, Secretary, Treasurer, Director | ||||
Bingqiang Xie | 25 | Director | ||||
Changjun Xue | 55 | CFO |
Officer Bios
Ci Zhang, Chief Executive Officer (age 39)
Ci Zhang has more than 15 years of experience in the education and technology sectors. As a Cisco Certified Network (CCN) Professional, he combines extensive experience in network design and management with strong business management as well as student management, counselling and instructional skills.
Un Monde International , CEO, he has led the development of the schools unique technology platform that integrates all school functions in a single cloud based system that leverages the power of Artificial Intelligence and big data.
Prior to One World, Mr. Zhang held multiple management positions at Multi-Tech Computer Systems In Hamilton, ON leading the design and implementation of computer and local area networks. Before Multi-tech, he served as an instructor teaching students Cisco Network CCN certification courses at Xincon College in Toronto, as well as an International Student Counselor advising on admission and program requirements.
After technical training at Cisco Systems in Beijing, Mr. Zhang obtained a Bachelor of Science form McMaster University in Hamilton, ON. He also holds certifications as a Cisco Certified Network Associate, Expert, and Professional as well as a Microsoft Systems Engineer.
Bingqiang Xie, Director (Age 25)
Bingqiang Xie is an award-winning software engineer and mechatronics engineer and a former international student at St. Lawrance College. Over the past eight years, Mr. Xie has participated in numerous projects, including developing a heads up display for testing vehicles for General Motors, developing software for robotics and 3D-printing projects, security systems, wireless locks, and an image decoder.
Changjun Xue, Chief Financial Officer (age 55)
Changiun Xue has more than 30 years of experience as an executive and consultant in the securities industry and as a business lawyer. Prior to joining One World, Mr. Xue served as President and CEO of the Harbin Grain Exchange for five years after having held the vice-president position for two years. Harbin owns and operates an online spot grain-trading platform.
Before Harbin, he was a consultant to Aijian Securities, a securities firm headquartered in Shanghai that offers brokerage services, investment consulting, asset management, and investment banking. Xue’s work for Aijian followed 11 years as the Deputy General Manager of CITIC Securities, China's largest full-service investment bank. Prior to CITI, he was a lawyer with Shenzhen Business Law.
Mr. Xue has a Bachelor of Law degree from Renmin University of China in Beijing, and a Master of Business Administration degree from the China Europe International Business School (CEIBS). CEIBS is a member of EFMD, the largest international network association in the field of management development.
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Item 6. | Executive Compensation |
For the past two years, no sole officer or director has received any cash remuneration. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity to date. Our officer and director intend to devote all of his time to ARMC and its subsidiaries.
The Company for the benefit of its employees has adopted no retirement, pension, profit sharing, stock option or insurance programs or other similar programs.
Item 7. | Certain Relationship and Related Transactions, and Director Independence |
Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:
(i) State the names of the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and
(ii) As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter.
Bryan Glass is considered a promoter(s) under the meaning of Securities Act Rule 405. Mr. Glass was appointed custodian of the Company and under its duties stipulated by the Nevada court. Mr. Glass took initiative to organize the business of the issuer. As custodian, his duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Mr. Glass was compensated for his role as custodian and paid outstanding bills to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on November 9, 2016.
Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company.
As discussed in Item 1, the Company is deemed a shell company. As disclosed in Item 4, there are several persons, Ci Zhang, Bingquiang Xie, and Di Pan are considered control persons and acquired control of the Company. As discussed in Item 1, Asia Gateway Capital Ltd. purchased 40,000,000 million shares of the Company’s Restricted Common Stock. These shares represent the controlling block of stock and were purchased from Bryan Glass for $120,000.
Ci Zhang is our CEO and President. He is not deemed to be independent under applicable rules. We have not established any committees of the Board of Directors.
Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.
Item 8. | Legal Proceedings |
Presently, there are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.
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Item 9. | Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
(a) Market information.
Our Common Stock is not trading on any stock exchange. However, it is currently quoted on OTC Markets under the symbol ARMC and there is no established public trading market for the class of common equity.
(b) Holders.
As of July 6, 2021, there are approximately 89 holders of an aggregate of 77,698,333 shares of our Common Stock issued and outstanding.
(c) Dividends.
We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.
(d) Securities authorized for issuance under equity compensation plans.
None.
Item 10. | Recent Sale of Unregistered Securities |
On January 30, 2019, Mr. Glass entered into a Stock Purchase Agreement with Asia Gateway Capital Ltd., whereby Asia Gateway Capital Ltd. purchased 40,000,000 shares of Restricted Common Stock, the controlling block of stock, for the purchase price of $120,000.
The restricted shares were sold in a private transaction pursuant to Rule 144(i) of the ’33 Securities Act. As of this date, the shares have not been registered.
The shares were issued to the following individuals:
Ci Zhang | 15,200,000 shares |
Di Pan | 11,400,000 shares |
Bingqiang Xie | 11,400,000 shares |
Chih Teh Liu | 1,000,000 shares |
PoayGuan Lee | 700,000 shares |
Catherine Miao | 300,000 shares |
On September 30, 2019, the Company entered into a Private Placement Memorandum with Tai Yuet Loy Trading company Ltd. whereby Tai Yet Loy Trading Company Ltd. purchased 500,000 shares of Restricted Common Stock for the purchase price of $50,000.
On September 30, 2019, the Company entered into a Private Placement Memorandum with Fan Ming whereby Fan Ming purchased 1,500,000 shares of Restricted Common Stock for the purchase price of $150,000.
On October 3, 2019, the Company entered into a Private Placement Memorandum with Reagan Li whereby Reagan Li purchased 1,000,000 shares of Restricted Common Stock for the purchase price of $100,000.
On October 9, 2019, the Company entered into a Private Placement Memorandum with ILIC Food Corp whereby ILIC Food Corp. purchased 500,000 shares of Restricted Common Stock for the purchase price of $50,000.
On October 9, 2019, the Company entered into a Private Placement Memorandum with Shuk Wan Cheng whereby Shuk Wan Cheng purchased 1,000,000 shares of Restricted Common Stock for the purchase price of $100,000.
15 |
Item 11. | Description of Registrant’s Securities to be Registered |
(a) Common.
We are authorized by our Certificate of Incorporation to issue an aggregate of 100,000,000 shares of capital stock, of which 90,000,000 are shares of common stock, Par Value $0.001 per share (the “Common Stock”) and 10,000,000 are shares of preferred stock, Par Value $0.001 per share (the “Preferred Stock”). As of July 6, 2021, there are 64,629,559 shares of Common Stock.
Common Stock
All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matter submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
Preferred Stock
Our Certificate of Incorporation authorizes the issuances of up to 10,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power or, other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company.
At this time there are 10,000,000 shares of Preferred Stock authorized and 0 issued and outstanding.
The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirely by the provisions of the Company’s Certificate of Incorporation and Bylaws copies of which have been filed as exhibits to this Form 10.
(b) Debt Securities.
None.
(c) Other Securities To Be Registered.
None.
Item 12. | Indemnification of Directors and Officers |
Our Officers and Directors are indemnified as provided by the Nevada corporate law and our Bylaws. We have agreed to indemnify all our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the adjudication of such issue.
We have been advised that in the opinion of the Securities Exchange Commission indemnification for liabilities arising under the Securities Act against public policy as expressed in the Securities Act, and is, therefore, unenforceable. If a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
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Item 13. | Financial Statements and Supplementary Data |
UN MONDE INTERNATIONAL LTD. |
FORMERLY ASIARIM CORPORATION |
CONSOLIDATED FINANCIAL STATEMENTS
(Audited)
17 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Un Monde International Ltd
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Un Monde International Ltd as of December 31, 2020 and 2019, 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, 2020 and 2019, 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.
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 has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2021
Lakewood, CO
August 19, 2021
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UN MONDE INTERNATIONAL LTD.
FORMERLY ASIARIM CORPORATION
December 31 | December 31 | |||||||
2020 | 2019 | |||||||
Assets | ||||||||
Cash | $ | – | $ | – | ||||
Total Current Assets | – | – | ||||||
Other assets | – | – | ||||||
Total Assets | – | – | ||||||
Liabilities | ||||||||
Current Liabilities | ||||||||
Accrued expenses | 5,629 | – | ||||||
Amount due to related party | 2,037 | 2,037 | ||||||
Total Current Liabilities | 7,666 | 2,037 | ||||||
Total Liabilities | 7,666 | 2,037 | ||||||
Commitment & contingencies | – | – | ||||||
Stockholders' Deficit | ||||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; 77,698,333 and 76,805,000 issued shares and outstanding, respectively | 77,698 | 76,805 | ||||||
Additional paid-in capital | 2,246,012 | 2,246,905 | ||||||
Accumulated deficit | (2,331,376 | ) | (2,325,747 | ) | ||||
Total Stockholders' Deficit | (7,666 | ) | (2,037 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | – | $ | – |
See accompanying notes to financial statements
19 |
UN MONDE INTERNATIONAL LTD.
FORMERLY ASIARIM CORPORATION
Years Ended | ||||||||
December 31 | December 31 | |||||||
2020 | 2019 | |||||||
Revenues | $ | – | $ | – | ||||
Operating Expenses | ||||||||
Other Professional Fees | – | 700 | ||||||
Other General & Administrative Expense | 5,629 | 1,337 | ||||||
Total Operating Expenses | 5,629 | 2,037 | ||||||
Loss from operations | (5,629 | ) | (2,037 | ) | ||||
Other Income (Expenses) | ||||||||
Interest Expense | – | – | ||||||
Total Other Income (Expenses) | – | – | ||||||
Net Income (Loss) before Income Taxes | (5,629 | ) | (2,037 | ) | ||||
Income Tax Benefit | – | – | ||||||
Net Income (Loss) | (5,629 | ) | (2,037 | ) | ||||
Net Loss per Common Share - Basic and Diluted | $ | – | $ | – | ||||
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 64,654,066 | 60,657,941 |
See accompanying notes to financial statements
20 |
UN MONDE INTERNATIONAL LTD.
FORMERLY ASIARIM CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIT
Common Stock | ||||||||||||||||||||
Par Value | Additional Paid-in | Accumulated | Total Stockholders | |||||||||||||||||
Shares | $0.001 | Capital | Deficit | Deficit | ||||||||||||||||
Balance, December 31, 2018 | 72,305,000 | $ | 72,305 | $ | 2,251,405 | $ | (2,323,710 | ) | $ | – | ||||||||||
Issued 4,500,000 shares for proceeds | 4,500,000 | 4,500 | (4,500 | ) | – | – | ||||||||||||||
Net loss | – | – | – | (2,037 | ) | (2,037 | ) | |||||||||||||
Balance, December 31, 2019 | 76,805,000 | $ | 76,805 | $ | 2,246,905 | $ | (2,325,747 | ) | $ | (2,037 | ) | |||||||||
Issued 893,330 shares for proceeds | 893,333 | 893 | (893 | ) | – | – | ||||||||||||||
Net loss | – | – | – | (5,629 | ) | (5,629 | ) | |||||||||||||
Balance, December 31, 2020 | 77,698,333 | $ | 77,698 | $ | 2,246,012 | $ | (2,331,376 | ) | $ | (7,666 | ) |
See accompanying notes to financial statements
21 |
UN MONDE INTERNATIONAL LTD.
FORMERLY ASIARIM CORPORATION
Years Ended | ||||||||
December 31 | December 31 | |||||||
2020 | 2019 | |||||||
Cash Flows from Operating Activities | ||||||||
Net Loss | $ | (5,629 | ) | $ | (2,037 | ) | ||
Adjustment to reconcile net loss from operations: | ||||||||
Changes in Operating Assets and Liabilities | ||||||||
Accounts payable and accrued expenses | 5,629 | – | ||||||
Net Cash Used in Operating Activities | – | (2,037 | ) | |||||
Cash Flows from Financing Activities | ||||||||
Proceeds from related party | – | 2,037 | ||||||
Net Cash Provided by Financing Activities | – | 2,037 | ||||||
Net Increase (Decrease) in Cash | – | – | ||||||
Cash at Beginning of Period | – | – | ||||||
Cash at End of Period | $ | – | $ | – | ||||
Supplemental Cash Flow Information: | ||||||||
Income Taxes Paid | $ | – | $ | – | ||||
Interest Paid | $ | – | $ | – |
See accompanying notes to financial statements
22 |
UN MONDE INTERNATIONAL LTD
Formerly Asiarim corporation
For the years ended December 31, 2020 and 2019
NOTE 1 - ORGANIZATION AND OPERATIONS
Un Monde International Ltd formerly known as Asiarim Corporation (the “Company”) is a corporation organized under the laws of the State of Nevada on June 15, 2007. The operations of Asiarim Corporation and its subsidiaries were abandoned by former management and a custodianship action was commenced in 2016.
On May 5, 2016, the Eighth District Court of Clark County of Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders.
On March 29, 2019, a change of control occurred with respect to the Company to better reflect its new business direction.
The Company intends to acquire private corporations that are involved in education and management services offering private, distinguished, specialized, and internationalized education to international students in schools.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further 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) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of estimates
The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reported period.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
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Carrying value, recoverability and impairment of long-lived assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include computer equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.
Income Tax Provisions
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
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Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements, the Company had an accumulated deficit at December 31 ,2020 of $2,331,376 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock.
For the year ended December 31, 2020, the Company issued 893,330 shares at $0.30 per share for proceeds of $267,999. The proceeds were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital.
For the year ended December 31, 2019, the Company issued 4,500,000 shares at $0.10 per share for proceeds of $450,000. The proceeds were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital.
On October 3, 2016, certain shareholders have entered into an Assignment of Rights agreement with the Company to return 12,764,867 shares of common stock to the Company as treasury stock. However, such shares have not been returned by the shareholders to date and are presented as issued and outstanding.
As of December 31 ,2020, the Company has 77,698,333 shares issued and outstanding.
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NOTE 5 – INCOME TAX
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The Company has accumulated approximately $2,331,376 of net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 6 – RELATED PARTY TRANSACTION
Zhang Ci, majority shareholder, director and officer of the Company, have paid certain expenses on behalf of the Company. Such amounts are due on demand and non-interest bearing. The outstanding amount due to related parties was $2,037 and $2,037 as of December 31, 2020 and 2019, respectively.
The proceeds from the share issuance were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital (Refer to Note 4).
NOTE 7 – SUBSEQUENT EVENTS
On October 3, 2016, the Company has entered into an agreement with Mitex Group Limited (“Mitex”) and Reunite Investment Inc. (“Reunite”). Pursuant to the agreement, Mitex and Reunite have agreed to return the outstanding common stock held by them. The outstanding common stock are 5,591,533 and 7,173,334, respectively. Both Mitex and Reunite have represented to the Company that they have lost the certificates and cannot return the stock certificates to the Company for cancellation. Therefore, the cancellation was not completed until July 12, 2021.
The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no items to disclose or require adjustments.
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Un Monde International Ltd
FORMERLY Asiarim Corp.
Unaudited
March 31, | December 31, | |||||||
2021 | 2020 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | – | $ | – | ||||
Total Current Assets | – | – | ||||||
Total Assets | – | – | ||||||
Liabilities | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued expenses | – | 5,629 | ||||||
Due to related party | 7,666 | 2,037 | ||||||
Total Current Liabilities | 7,666 | 7,666 | ||||||
Total Liabilities | 7,666 | 7,666 | ||||||
Commitment & contingencies | – | – | ||||||
Stockholders' Deficit | ||||||||
Common stock, $0.001 par value; 780,000,000 shares authorized; 77,698,333 issued shares and outstanding, respectively. | 77,698 | 77,698 | ||||||
Additional paid-in capital | 2,246,012 | 2,246,012 | ||||||
Accumulated deficit | (2,331,376 | ) | (2,331,376 | ) | ||||
Total Stockholders' Deficit | (7,666 | ) | (7,666 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | – | $ | – |
See accompanying notes to financial statements
28 |
Un Monde International Ltd
FORMERLY Asiarim Corp.
Unaudited
Three Months Ended | Three Months Ended | |||||||||||||||
March 31, | March 31, | March 31, | March 31, | |||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues | $ | – | $ | – | $ | – | $ | – | ||||||||
Operating expenses | ||||||||||||||||
Other general & administrative expense | – | – | – | – | ||||||||||||
Total operating expenses | – | – | – | – | ||||||||||||
Loss from operations | – | – | – | – | ||||||||||||
Other Income (Expenses) | ||||||||||||||||
Interest income (expense) | – | – | – | – | ||||||||||||
Total Other Income (Expenses) | – | – | – | – | ||||||||||||
Net income (loss) before income taxes | – | – | – | – | ||||||||||||
Income tax expense | – | – | – | – | ||||||||||||
Net income (loss) | – | – | – | – | ||||||||||||
Net loss attributable to common stockholders | $ | – | $ | – | $ | – | $ | – | ||||||||
Earnings (Loss) per Share - Basic and Diluted | $ | – | $ | – | $ | – | $ | – | ||||||||
Weighted Average Shares Outstanding - Basic and Diluted | 77,698,333 | 76,939,176 | 77,698,333 | 76,939,176 | ||||||||||||
Earnings (Loss) per Share - Basic | $ | – | $ | – | $ | – | $ | – | ||||||||
Weighted Average Shares Outstanding - Basic | 77,698,333 | 76,939,176 | 77,698,333 | 76,939,176 |
See accompanying notes to financial statements
29 |
Un Monde International Ltd
FORMERLY Asiarim Corp.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Three Months Ended March 31, 2021 and 2020
Unaudited
Common Stock | ||||||||||||||||||||
Shares |
Par Value,
$0.001 |
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
Stockholders' Deficit |
||||||||||||||||
Balance, December 31, 2019 | 76,805,000 | $ | 76,805 | $ | 2,246,905 | $ | (2,325,747 | ) | $ | (2,037 | ) | |||||||||
330,000 shares issuance | 330,000 | 330 | 98,670 | – | 99,000 | |||||||||||||||
Net loss | – | – | – | – | – | |||||||||||||||
Balance, March 31, 2020 | 77,135,000 | $ | 77,135 | $ | 2,345,575 | $ | (2,325,747 | ) | $ | 96,963 | ||||||||||
Balance, December 31, 2020 | 77,698,333 | $ | 77,698 | $ | 2,246,012 | $ | (2,331,376 | ) | $ | (7,666 | ) | |||||||||
Net loss | – | – | – | – | – | |||||||||||||||
Balance, March 31, 2021 | 77,698,333 | $ | 77,698 | $ | 2,246,012 | $ | (2,331,376 | ) | $ | (7,666 | ) |
See accompanying notes to financial statements
30 |
Un Monde International Ltd
FORMERLY Asiarim Corp.
Unaudited
Three Months Ended | ||||||||
March 31, | March 31, | |||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities | ||||||||
Net Loss | $ | – | $ | – | ||||
Adjustment to reconcile net loss from operations: | ||||||||
Depreciation & Amortization expense | ||||||||
Changes in operating assets and liabilities | ||||||||
Accounts payable and accrued expenses | (5,629 | ) | ||||||
Net Cash Used in Operating Activities | (5,629 | ) | – | |||||
Cash Flows from Investing Activities | ||||||||
Net Cash Provided by Investing Activities | – | – | ||||||
Cash Flows from Financing Activities | ||||||||
Proceeds from (Repayment of) related party payables | 5,629 | – | ||||||
Net Cash Provided by Financing Activities | 5,629 | – | ||||||
Net Increase (Decrease) in Cash | – | – | ||||||
Cash at Beginning of Period | – | – | ||||||
Cash at End of Period | $ | – | $ | – | ||||
Supplemental Cash Flow Information: | ||||||||
Income Taxes Paid | $ | – | $ | – | ||||
Interest Paid | $ | – | $ | – | ||||
Non-Cash Investing and Financing Activities | ||||||||
Dividends accrued on convertible preferred stock | $ | – | $ | – | ||||
Common stock issued for payment of related party debt | $ | – | $ | – | ||||
Common stock issued | – | $ | 99,000 |
See accompanying notes to financial statements
31 |
UN MONDE INTERNATIONAL LTD
Formerly Asiarim corporation
For the three months ended March 31, 2021 and 2020
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
Un Monde International Ltd formerly known as Asiarim Corporation (the “Company”) is a corporation organized under the laws of the State of Nevada on June 15, 2007. The operations of Asiarim Corporation and its subsidiaries were abandoned by former management and a custodianship action was commenced in 2016.
On May 5, 2016, the Eighth District Court of Clark County of Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders.
On March 29, 2019, a change of control occurred with respect to the Company to better reflect its new business direction.
The Company intends to acquire private corporations that are involved in education and management services offering private, distinguished, specialized, and internationalized education to international students in schools.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further 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) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of estimates
The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reported period.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
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Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Carrying value, recoverability and impairment of long-lived assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include computer equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.
Income Tax Provisions
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
34 |
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements, the Company had an accumulated deficit at March 31 ,2021 of $2,331,376 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock.
For the year ended December 31, 2020, the Company issued 893,333 shares at $0.30 per share for proceeds of $267,999. The proceeds were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital.
For the year ended December 31, 2019, the Company issued 4,500,000 shares at $0.10 per share for proceeds of $450,000. The proceeds were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital.
On October 3, 2016, certain shareholders have entered into an Assignment of Rights agreement with the Company to return 12,764,867 shares of common stock to the Company as treasury stock. However, such shares have not been returned by the shareholders to date.
As of March 31 ,2021, the Company has 77,698,333 shares issued and outstanding.
35 |
NOTE 5 – INCOME TAX
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The Company has accumulated approximately $2,331,376 of net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 6 – RELATED PARTY TRANSACTION
Zhang Ci, majority shareholder, director and officer of the Company, have paid certain expenses on behalf of the Company. Such amounts are due on demand and non-interest bearing. The outstanding amount due to related parties was $7,666 and $2,037 as of March 31, 2021 and December 31, 2020, respectively.
The proceeds from the share issuance were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital (Refer to Note 4).
NOTE 7 – SUBSEQUENT EVENTS
On October 3, 2016, the Company has entered into an agreement with Mitex Group Limited (“Mitex”) and Reunite Investment Inc. (“Reunite”). Pursuant to the agreement, Mitex and Reunite have agreed to return the outstanding common stock held by them. The outstanding common stock are 5,591,533 and 7,173,334, respectively. Both Mitex and Reunite have represented to the Company that they have lost the certificates and cannot return the stock certificates to the Company for cancellation. Therefore, the cancellation was not completed until July 12, 2021.
The Company has evaluated subsequent events to the date the financial statements were issued and has determined that there are no items to disclose or require adjustments.
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Un Monde International Ltd
FORMERLY Asiarim Corp.
Unaudited
June 30, | December 31, | |||||||
2021 | 2020 | |||||||
Assets | ||||||||
Current Assets | ||||||||
Cash | $ | – | $ | – | ||||
Total Current Assets | – | – | ||||||
Total Assets | – | – | ||||||
Liabilities | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued expenses | 14,840 | 5,629 | ||||||
Due to related party | 30,923 | 2,037 | ||||||
Total Current Liabilities | 45,763 | 7,666 | ||||||
Total Liabilities | 45,763 | 7,666 | ||||||
Commitment & contingencies | – | – | ||||||
Stockholders' Deficit | ||||||||
Common stock, $0.001 par value; 90,000,000 shares authorized; 77,698,333 issued shares and outstanding, respectively. | 77,698 | 77,698 | ||||||
Additional paid-in capital | 2,246,012 | 2,246,012 | ||||||
Accumulated deficit | (2,369,473 | ) | (2,331,376 | ) | ||||
Total Stockholders' Deficit | (45,763 | ) | (7,666 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | – | $ | – |
See accompanying notes to financial statements
37 |
Un Monde International Ltd
FORMERLY Asiarim Corp.
Unaudited
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues | $ | – | $ | – | $ | – | $ | – | ||||||||
Operating expenses | ||||||||||||||||
Other professional fees | 11,475 | – | 11,475 | – | ||||||||||||
Other general & administrative expense | 26,622 | – | 26,622 | – | ||||||||||||
Total operating expenses | 38,097 | – | 38,097 | – | ||||||||||||
Loss from operations | (38,097 | ) | – | (38,097 | ) | – | ||||||||||
Other Income (Expenses) | ||||||||||||||||
Interest income (expense) | – | – | – | – | ||||||||||||
Total Other Income (Expenses) | – | – | – | – | ||||||||||||
Net income (loss) before income taxes | (38,097 | ) | – | (38,097 | ) | – | ||||||||||
Income tax expense | – | – | – | – | ||||||||||||
Net income (loss) | (38,097 | ) | – | (38,097 | ) | – | ||||||||||
Net loss attributable to common stockholders | $ | (38,097 | ) | $ | – | $ | (38,097 | ) | $ | – | ||||||
Earnings (Loss) per Share - Basic and Diluted | $ | (0.000 | ) | $ | – | $ | (0.000 | ) | $ | – | ||||||
Weighted Average Shares Outstanding - Basic and Diluted | 77,698,333 | 77,135,000 | 77,698,333 | 77,135,000 |
See accompanying notes to financial statements
38 |
Un Monde International Ltd
FORMERLY Asiarim Corp.
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Six Months Ended June 30, 2021 and 2020
Unaudited
Common Stock | ||||||||||||||||||||
Shares |
Par Value,
$0.001 |
Additional
Paid-in Capital |
Accumulated
Deficit |
Total
Stockholders' Deficit |
||||||||||||||||
Balance, December 31, 2019 | 76,805,000 | $ | 76,805 | $ | 2,246,905 | $ | (2,325,747 | ) | $ | (2,037 | ) | |||||||||
Issued 330,000 shares of common stock | 330,000 | 330 | 98,670 | – | 99,000 | |||||||||||||||
Net loss | – | – | – | – | – | |||||||||||||||
Balance, March 31, 2020 | 77,135,000 | 77,135 | 2,345,575 | (2,325,747 | ) | 96,963 | ||||||||||||||
Net loss | – | – | – | – | – | |||||||||||||||
Balance, June 30, 2020 | 77,135,000 | 77,135 | 2,345,575 | (2,325,747 | ) | 96,963 | ||||||||||||||
Balance, December 31, 2020 | 77,698,333 | $ | 77,698 | $ | 2,246,012 | $ | (2,331,376 | ) | $ | (7,666 | ) | |||||||||
Net loss | – | – | ||||||||||||||||||
Balance March 31, 2021 | 77,698,333 | 77,698 | 2,246,012 | (2,331,376 | ) | (7,666 | ) | |||||||||||||
Net loss | – | – | – | (38,097 | ) | (38,097 | ) | |||||||||||||
Balance June 30, 2021 | 77,698,333 | 77,698 | 2,246,012 | (2,369,473 | ) | (45,763 | ) |
See accompanying notes to financial statements
39 |
Un Monde International Ltd
FORMERLY Asiarim Corp.
Unaudited
Six Months Ended | ||||||||
June 30, | June 30, | |||||||
2021 | 2020 | |||||||
Cash Flows from Operating Activities | ||||||||
Net Loss | $ | (38,097 | ) | $ | – | |||
Adjustment to reconcile net loss from operations: | ||||||||
Depreciation & Amortization expense | ||||||||
Changes in operating assets and liabilities | ||||||||
Accounts payable and accrued expenses | 9,211 | – | ||||||
Net Cash Used in Operating Activities | (28,886 | ) | – | |||||
Cash Flows from Investing Activities | ||||||||
Net Cash Provided by Investing Activities | – | – | ||||||
Cash Flows from Financing Activities | ||||||||
Proceeds from (Repayment of) related party payables | 28,886 | – | ||||||
Net Cash Provided by Financing Activities | 28,886 | – | ||||||
Net Increase (Decrease) in Cash | – | – | ||||||
Cash at Beginning of Period | – | – | ||||||
Cash at End of Period | $ | – | $ | – | ||||
Supplemental Cash Flow Information: | ||||||||
Income Taxes Paid | $ | – | $ | – | ||||
Interest Paid | $ | – | $ | – | ||||
Non-Cash Investing and Financing Activities | ||||||||
Dividends accrued on convertible preferred stock | $ | – | $ | – | ||||
Common stock issued for payment of related party debt | $ | – | $ | – | ||||
Common stock issued | $ | – | $ | 99,000 |
See accompanying notes to financial statements
40 |
UN MONDE INTERNATIONAL LTD
Formerly Asiarim corporation
For the six months ended June 30, 2021 and 2020
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
Un Monde International Ltd formerly known as Asiarim Corporation (the “Company”) is a corporation organized under the laws of the State of Nevada on June 15, 2007. The operations of Asiarim Corporation and its subsidiaries were abandoned by former management and a custodianship action was commenced in 2016.
On May 5, 2016, the Eighth District Court of Clark County of Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders.
On March 29, 2019, a change of control occurred with respect to the Company to better reflect its new business direction.
The Company intends to acquire private corporations that are involved in education and management services offering private, distinguished, specialized, and internationalized education to international students in schools.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further 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) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of estimates
The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenues and expenses during the reported period.
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
41 |
Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
Carrying value, recoverability and impairment of long-lived assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include computer equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of operations.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the Related parties include a) affiliates of the Company; b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
42 |
Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Revenue recognition
The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.
Income Tax Provisions
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
43 |
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
Cash flows reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the accompanying financial statements, the Company had an accumulated deficit at June 30, 2021 of $2,369,473 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.
While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 – STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock.
For the year ended December 31, 2020, the Company issued 893,333 shares at $0.30 per share for proceeds of $267,999. The proceeds were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital.
For the year ended December 31, 2019, the Company issued 4,500,000 shares at $0.10 per share for proceeds of $450,000. The proceeds were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital.
44 |
On October 3, 2016, certain shareholders have entered into an Assignment of Rights agreement with the Company to return 12,764,867 shares of common stock to the Company as treasury stock. However, such shares have not been returned by the shareholders to date.
As of June 30, 2021, the Company has 77,698,333 shares issued and outstanding.
NOTE 5 – INCOME TAX
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
The Company has accumulated approximately $2,369,473 of net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 6 – RELATED PARTY TRANSACTION
Zhang Ci, majority shareholder, director and officer of the Company, have paid certain expenses on behalf of the Company. Such amounts are due on demand and non-interest bearing. The outstanding amount due to related parties was $30,923 and $2,037 as of June 30, 2021 and December 31, 2020, respectively.
The proceeds from the share issuance were provided to the sole director’s and officer’s company as working capital and were recorded as a reduction to additional paid-in capital (Refer to Note 4).
NOTE 7 – SUBSEQUENT EVENTS
On July 12, 2021, the Company cancelled 5,591,533 and 7,173,334 shares of common stock pursuant to an agreement dated October 3, 2016. Pursuant to the agreement, Mitex Group Limited (“Mitex”) and Reunite Investment Inc. (“Reunite”) have agreed to return the outstanding common stock held by them. Both Mitex and Reunite have represented to the Company that they have lost the certificates and cannot return the stock certificates to the Company for cancellation. Therefore, the cancellation was not completed until then.
45 |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
Item 15. | Financial Statements and Exhibits |
Exhibit Number and Description | Location Reference | ||
3.1 | Certificate of Incorporation | Filed herewith | |
3.2 | By-Laws | Filed herewith | |
10.1 | Stock Purchase Agreement | Filed herewith | |
10.2 | Court Custodial Order | Filed herewith |
46 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Asiarim Corp. AKA Un Monde International Ltd. |
|||
Date: September __, 2021 | By: | /s/ Ci Zhang_ | |
Name: | Dr. Ci Zhang | ||
Title: | CEO |
47 |
Exhibit 3.1
Filed in the Office of Secretary of State State Of Nevada Business Number E0448892007 - 6 Filing Number 20160347349 - 99 Filed On 08/03/2016 Number of Pages 5
1 |
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
AIRIER ISSUANCE OF STOCK
OF
ASIARIM CORPORATION
ARTICLE I
NAME
The name of the corporation shall be ASIARIM CORPORATION (hereinafter, the “Corporation”).
ARTICLE II
REGISTERED OFFICE
The initial office of the Corporation shall be 5915 Edmond Street, Ste. 125, Las Vegas, Nevada 89118. The initial registered agent of the Corporation shall be Clark Agency LLC. The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.
ARTICLE II
CAPITAL STOCK
Section I. Authorized Sharer. The aggregate number of shares which the Corporation shall have authority to issue is one hundred million (100,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is ninety million (90,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued hi one or more series, each series to be appropriately designated by a distinguishing letter or title. prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.
Section 2. Common Stock.
(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the "Articles") or the Nevada Revised Statues (hereinafter, the "NRS"), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.
(b) Voting Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
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(c) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.
(d) No Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.
(c) Consideration for Shares. The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
Section 3. Preferred Stork.
(a) Designation. The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable): whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.
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(b) Certificate. Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shams of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.
Section 4. Non-Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as folly paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.
ARTICLE IV
DIRECTORS AND OFFICERS
Section I. Number of Directors. The members of the governing board of the Corporation arc styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (I) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.
Section 2. Initial Directors. The name and post office box or street address of the director(s) constituting the initial board of directors is:
Name | Address |
Bryan Glass | 20 West Park Avenue, Ste. 207, Long Beach, NY 11561 |
Section 3. Limitation of Liability. The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.
Section 4. Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses. including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder, including, but not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII hereof).
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Section 5. Repeal and Conflicts. Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.
ARTICLE V
COMBINATIONS WITH INTERESTED STOCKHOLDERS
At such time, if any, as the Corporation becomes a "resident domestic corporation", as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statute.
ARTICLE VI
The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.
IN WITNESS WHEREOF, the Corporation has caused these articles of incorporation to be executed in its name by its President on June 10, 2016.
/s/ Bryan Glass | |
Bryan Glass |
The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case oh vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 55.32%
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Exhibit 3.2
Un Monde International Ltd
Corporation By-Laws
Section 1. Purposes: The Corporation may conduct any lawful business.
Section 2. Board of Directors: The management of the property and affairs of this Corporation shall be vested in its Board of Directors, herein referred to as the Board.
Section 3. Composition of the Board:
A. | Membership |
The Board shall be composed of the Officers of the Corporation and a Director who shall serve as Chairperson of the Board.
B. | Term and Election |
The Director and Officers shall be elected by the Stockholders of the Corporation in an election conducted by the Secretary. The Director and Officers shall serve annual terms automatically renewed unless an elect ion is called.
C. | Resignation and Removal |
The Director and Officers may resign at any time effective upon written notice to the Director or Secretary. Any Director or Officer may be removed for any reason.
Section 4. Meetings of the Board:
A. | Annual Meeting |
The Board shall hold an annual meeting. During the annual meeting, the Board shall conduct all business as permitted in the By-Laws.
B. | Special Meetings |
A Special Meeting of the Board may be called by the Director or any Officer. Notice of a Special Meeting shall provide at least forty-eight (48) hours' notice to the Director and Officers together with a description of the business to be addressed at the Special Meeting.
C. | Notice |
The Secretary shall confirm and/or cause notice of each Meeting to be given to each Director and Officer and shall send a copy to the Corporation's General Counsel.
D. | Conduct of Meetings |
Meetings of the Board shall be conducted in a courteous, respectful and professional manner. The Director and Officers shall freely express questions, opinions, and concerns.
E. | Quorum |
When there are two (2) or more members of the Board, a majority of the Board must be present to hold a Board Meeting.
If Notice has been properly and timely given pursuant to Section 4 (C), and a Board member fails to attend the Board Meeting, then a second meeting may be Noticed to address the same exact business issues. If the same Board member fails to attend the second meeting, then a single Board member shall constitute a quorum sufficient to hold a Board Meeting.
F. | Vote Required to Adopt |
Except as set forth in Section 13, a majority vote by the Board Members shall be necessary to carry any motion.
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Section 5. Meetings of the Stockholders:
A. | Purpose |
A Stockholder Meeting may be held for any purpose.
B. | Notice |
Any Stockholder may call a Stockholder Meeting by giving at least forty-eight (48) days ' notice to each Stockholder together with a description of the business to be addressed at the Stockholder Meeting.
C. | Voting and Proxy Voting |
Each Share of stock in the Corporation shall have one (1) vote. Stockholders may vote their Shares directly or via proxy, duly given in writing and filed with the Secretary of this Corporation prior to the commencement of the Meeting.
D. | Quorum |
Holders of Shares owning at least fifty-one percent (51%) of the issued and outstanding Shares of stock in the Corporation must be present in person or by proxy in order to hold any Stockholder Meeting.
E. | Vote Required to Adopt |
Except as set forth in Section 13, a majority vote by the Stockholders present shall carry any motion.
Section 6. Notice: To the extent that notice is required or implied by any provision of these By-Laws, notice shall be given by sending notice to the email address on file with the Secretary of the Corporation. Each Stockholder understands the need to keep a current email address on file and to give written notice of all changes in the email address to the Secretary of the Corporation. Notice shall be deemed given and received as of the date the notice is sent via email.
Section 7. Power and Duties of the Board: The Board shall have the following powers and duties in addition to those set forth in Chapter 78 of the Nevada Revised Statutes or other applicable law:
A. | Policy |
The Board shall control the property and personnel of the Corporation. The Board shall determine the manner and method of conducting the business and affairs of the Corporation.
B. | Budget |
The President and Treasurer shall prepare and provide a budget for the Corporation and shall supervise the expenditure of funds. The proposed budget shall be presented by the President and Treasurer to the Board at each Annual Meeting. The budget shall be subject to revision at that time and ratification by the Board.
C. | Annual Statement |
The President shall prepare and provide a Statement of Affairs for the Corporation. The Statement of Affairs shall be presented by the President to the Board at each Annual Meeting. The statement shall be subject to revision at that time and ratification by the Board.
D. |
Distributions The Board may approve a distribution of funds to each Stockholder in a pro-rata amount for each share of Stock held in the Corporation. |
E. | Compensation |
The Director and Officers may receive reasonable compensation for their services, except that they shall be entitled to and reimbursed for expenses incurred on behalf of the Corporation upon presentation of adequate proof of such expenditure.
Section 8. Duties of the Board Members
A. | Director: The duties of the Director shall be: |
1. | General oversight of the business and affairs of the Board; and |
2. | Preside at all meetings of the Board and the Stockholders; |
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B. | President: The duties of the Director shall be: |
1. | Appoint committees and delegate assignments; and |
2. | Serve as the Corporate representative on all business matters. |
C. | Secretary: The duties of the Secretary shall be: |
1. | Keep minutes of all meetings of the Board and Stockholders; |
2. | Keep a record of all elections at meetings of the Board and Stockholders; |
3. | See that all notices are duly given as set forth in these By-Laws; |
4. | Maintain a register of the shares of stock issued by the Corporation; |
5. | Serve as custodian of all records of this Corporation except those required by other Officers and committee chairpersons pursuant to their duties. |
D. | Treasurer: The duties of the Treasurer shall be: |
1. | Collect funds owing to this Corporation and supervise the disbursement of funds of this Corporation; |
2. | Prepare and present to the Director and Officers an annual Budget and report of income and expenditures, accounting for all funds collected and disbursed; |
Section 9 Contracts: The Board may authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 10 Loans: No loan shall be taken by the Corporation unless specifically authorized by a resolution of the Board.
Section 11 Inspection of Records: The Budget, Minutes, and other administrative and operational records of the Corporation shall be open to inspection upon written demand by the Director, any Officer, and any Stockholder owning more than thirty-five percent (35%) of the Shares of stock in the Corporation. The Board and Stockholders agree that this restriction is reasonable and necessary to protect the trade secrets and other confidential and sensitive information contained within the books and records of the Corporation.
Section 12 Indemnity: The Director, Officers, and all agents or employees shall be defended and indemnified by the Corporation against all claims relating to the course and scope of their duty or duties to the Corporation. The Corporation shall have no duty to indemnify or defend the Director, Officers, agents, or employees from claims of gross negligence, criminal negligence, intentional misconduct, and/or fraud.
Section 13 Super Majority Votes: Motions on the following issues shall require the vote of at least sixty-five percent (65%) of the Stockholders to carry:
A. | Amending these By-Laws; |
B. | Capital Contributions; |
C. | Removal of the Director or any Officer; |
D. | Issuing New Shares of stock; |
E. | Iss uing New Classes of Shares; |
F. | Terminating or rejecting the defense or indemnity of any Director, Officer, agent, or employee; and |
G. | Terminating, Dissolving, or winding down the business affairs of the Corporation or liquidating more than half of the assets and property of the Corporation. |
Section 14 Capital Calls. The Board may approve a Capital Call for each holder of Shares to contribute an additional pro-rata amount to the Corporation with ten (10) days' notice. Upon the Board's approval of a Capital Call, a Stockholder Meeting shall be held within ten (I 0) days for the holders of Shares to vote upon confirmation of the Capital Call. If the Capital Call is approved and confirmed at the Stockholder Meeting, then within ten (l 0) days each Stockholder shall contribute to the Corporation a pro-rata amount per share of Stock.
If any stockholder is unable or unwilling to the capital contribution, then that Stockholder shall forfeit one share for each ten dollars ($10.00) in capital contribution not made. Forfeited shares shall be returned to the Corporation to be held as Treasury shares. Forfeited shares may be redeemed by the Stockholder who forfeited them by paying the contribution plus ten percent (10%) to the Corporation within thirty (30) days of the date the capital contribution was due.
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Section 15 Stock Transfer Restrictions. A Stockholder contemplating a sale or transfer of any shares of Stock in the Corporation to any third party shall first provide written Notice of Intent to Sell Stock to the Board and all the other Stockholders which shall include the name of the proposed purchaser and the full terms and conditions of the proposed sale. The other Stockholders shall have thirty (30) days from Notice of lntent To Sell Stock to give written Notice of lntent to Purchase Stock on the same terms and conditions as set forth in the Notice of lntent to Sell Stock.
If no Stockholder gives Notice of Intent to Purchase Stock within thirty (30) days, then the Stockholder may sell as set forth in the Notice of lntent to Sell Stock provided that a majority of the remaining Stockholders approve the sale or transfer to the proposed third-party purchaser.
Any purported sale or transfer of shares of Stock in the Corporation undertaken without compliance with all the provisions of Section 15 shall be void and without effect.
Any potential purchaser of shares of Stock in the Corporation Buyer shall be advised of the restrictions imposed by these By-Laws and Nevada law, including but not limited to Chapters 78, 78A, and 90 of the Nevada Revised Statutes.
Section 16 Definition of Preferences, Privileges, and Rights of Classes of Shares. The Corporation is authorized to issue Ten Thousand (10,000) Shares of Stock. There shall be one class of common stock in the Corporation.
Section 17 Catch-All-Provision: If or when the Board desires to take action that is not specifically permitted in these By-Laws, then the authority of the Board shall be construed as broadly as reasonably possible to permit the Board to act in the best interests of the Corporation.
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APPROVAL and ACCEPTANCE
The above By-Laws were adopted by the Board as the By-Laws of said Corporation by a unanimous vote of the Stockholders and Board Members for the Corporation.
IN WITNESS WHEREOF, the Director and Officers, and Stockholders of XXX, Inc. adopt these By-Laws.
Director and Officer | Stockholder |
/s/ Zhang Ci | /s/ Zhang Ci |
Name Zhang Ci | Name Zhang Ci |
Director and CEO | Stockholder |
June 22, 2021 | June 22, 2021 |
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Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, effective as of the 30th day of January, 2019 (the "Effective Date") by and between Bryan Glass. ("Seller") with an address of 20 W. Park Ave., Suite 207, Long Beach, NY 11561 and ("buyer") Asia Gateway Capital Ltd on behalf of Un Monde International LTD. with an address of 6838 Adera Street, Vancouver, BC V6P 5C3, Canada.
WHEREAS, Seller owns 40,000,000 restricted shares of common stock (the "Shares") of Asiarim Corp. (ARMC otc), a Nevada corporation (the "Company"). This Agreement provides for the acquisition of the Shares by Buyer at a total purchase price of One Hundred and Twenty Thousand U.S. Dollars ($120,000.00) (the "Purchase Price") on the terms and conditions set forth below.
WHEREAS, The Seller and Buyer have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the their best interests, respectively. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.
NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:
ARTICLE I
SALE AND PURCHASE OF THE SHARES
Section 1.1 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller, the Shares.
Section 1.2 Closing. The purchase of the Shares shall be consummated at a closing ("Closing") to take place at 10:00 o'clock a.m., at the offices of Bryan R. Clark P.C. (Seller's Attorney), 6910 S. Cimarron Rd., Suite 240 Las Vegas NV 89113 on or before February 8, 2019 unless extended by agreement of the parties hereto (the "Closing Date").
Section 1.3 Purchase Price. The Purchase Price for the Shares shall be paid as follows:
a. | By delivery of an initial deposit in the amount of Five Thousand U.S. Dollars ($5,000.00) to the Trust Account of Bryan R. Clark P.C. contemporaneously upon execution and delivery of this Agreement, which shall become non-refundable upon the expiration of the Due Diligence Period; and |
b. | By delivery of the balance of the Purchase Price on or before the Closing Date, by Buyer to Seller against delivery of the Shares in transferable form from Seller to Buyer. |
c. | Delivery of the Purchase Price shall be by wire transfer, net of bank or wire fees, as follows: |
Incoming Wire Instructions to: Nevada Law Foundation Trust Accounts, Bryan R. Clark P.C. TRTEE
Bank: Bank of America
Routing#: 026009593
Account#: 5010 1891 9802
Please have your bank include the name of your respective company and any other pertinent information so we can identify the funds.
Section 1.4 Due Diligence Period. Upon execution and delivery of this Agreement and the delivery of the initial deposit required by section 1.3(b), Buyer shall have up to Ten (10) calendar days from the Effective Date to request and review any and all materials regarding the Company in the possession or control of Seller (the "Due Diligence Period"). Buyer may, at any time prior to the expiration of the Due Diligence Period, in its sole discretion terminate this Agreement by delivery of written notice (including email) to that effect to Seller. Should Buyer so terminate this Agreement, Seller will cause Seller's Attorney promptly return the initial deposit made by Buyer (net of bank or wire fees), Buyer shall return any materials regarding the Company to Seller, and this Agreement shall thereafter be of no force or effect.
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ARTICLE II
REPRESENT ATIONS, COVEN ANTS AND WARRANTIES
As an inducement to and to obtain the reliance of Buyer, Seller individually represents and warrants to Buyer as follows :
Section 2.1 No Conflict, Authority. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement or instrument to which Seller is a party or to which the Shares are subject. Seller has full power, authority and legal right and has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement.
Section 2.2 Title to the Shares. Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. Other than disclosed by the Seller to the Buyer, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.
Section 2.3 Tax Matters. Seller understands covenants and represents that Seller shall be responsible for and pay all taxes associated with the transactions contemplated by this Agreement. Seller is not a party to any tax allocation or sharing agreement. The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax. There are no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to Seller that would affect the Shares.
Section 2.4 Brokers and Finders. The Seller represents, warrants, and agrees that any finder's fee, or any other type of fee related to the sale contemplated by this Agreement, will be paid by the Seller.
Section 2.5 Authorized Shares. The Seller represents that as of the Closing the total number of authorized shares of common stock of the Company shall be 100,000,000, par value $.001 per share, and that the total number of shares of common stock of the Company issued and outstanding shall be 72,305,000 including the Shares.
As an inducement to and to obtain the reliance of Seller, Buyer individually represents and warrants to Seller as follows:
Section 2.6 No Conflict, Authority. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement or instrument to which Buyer is a party. Buyer has full power, authority and legal right and has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement.
Section 2.7 Restricted Shares. Buyer acknowledges that the Shares purchased have not been registered under the Securities Act or any state securities laws, will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Act which relate to private offerings, will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and the Buyer must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt therefrom. Buyer acknowledges that the shares shall bear restrictive legends.
Section 2.8 Buyer's Sophistication. Buyer (i) acknowledges that the purchase of Shares involves a high degree of risk in that the Company has no current business operations or plans and may require substantial funds; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;
(iii) has such knowledge and experience in finance, securities, investments, including investment in non listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction; (iv) that the sale of the Shares to Buyer is not registered with the US Securities and Exchange Commission or with the securities administrator of any state; (v) that the Shares are being sold pursuant to an exemption from such registration requirements; and (vi) the Shares are "restricted securities" that will bear a restrictive legend prohibiting their further transfer without registration or any exemption therefrom.
Section 2.9 Brokers and Finders. The Buyer represents and warrants that he/she /it has made no agreements involving any fees of any type that relate to this Agreement and that would involve the Seller, including but not limited to broker's fee, finder's fees or any similar compensation arrangement.
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ARTICLE III
EXCHANGE PROCEDURE AND OTHER CONSIDERATION
Section 3.1 Seller's Delivery. On the Closing Date, the Seller shall deliver the following to Buyer, conditioned upon (i) all of Buyer's representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Buyer's performance of its delivery obligations in section 3.2, below:
(a) | The Shares together with a stock power or other instruction required for the transfer of the Shares to Buyer. If necessary, after the sale closes the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Shares to Buyer. |
(b) | Written consent from the Company's board of directors appointing Buyer's designee to the board of directors, effective upon Closing. |
(c) | Written resignation from all members of the Company's board of directors excepting only Buyer's designee, effective upon Closing. |
(d) | A written resignation from all officers of the Company, effective upon Closing. |
Section 3.2 Buyer's Delivery. On the Closing Date, Buyer shall deliver the following to Seller, conditioned upon (i) all of Seller's representations and warranties set forth in Section 2, above, shall be true and correct as of the Closing, and (ii) Seller's performance of its delivery obligations in section 3.1, above:
(a) | Purchase Price in immediately available good funds. |
(b) | A written consent to serve on the Company's board of directors by the Buyer's nominee, effective upon Closing, including the nominee's mailing address. |
(c) | A written consent from Buyer's nominee(s) to serve as the President and as other officers of the Company, effective upon Closing, including the nominee's mailing address, email address and a copy of current, government issued photo identification that Seller will submit to OTC Markets Group, Inc., solely for the purpose of confirming the change of control of the Company in accordance with the procedures required by OTC Markets Group, Inc. |
(d) | A written consent from the Buyer's nominee to the board of directors, acting in his or her capacity as the sole director of the Company, appointing Buyer's nominee to serve as President and to other offices of the Company, effective upon Closing. |
(e) | A written acceptance from Buyer's nominee to serve as the statutory registered agent for the Company, effective upon Closing, together with the new registered office for the Company which registered office shall be a street address. |
ARTICLE IV
MISCELLANEOUS
Section 4.1 Notification of OTC Markets Group, Inc. and Nevada Secretary of State. Upon Closing, Seller shall notify the state of Nevada, OTC Markets Group, Inc. and the markets generally of the change in control of the Company by taking the following actions:
(a) | Update the Company information on the OTC Markets Group, Inc.'s website via the section established for this purpose. The updated information shall consist of the new address and registered agent for the Company, and the new director(s) and officers of the Company as provided by Buyer. |
(b) | Notify the Nevada Secretary of State, by filing an amended annual list of officers and directors, and a change in address and registered agent for the Company. |
(c) | Seller shall confirm notifications to Buyer in writing and shall provide copies of the notices and filings provided to OTC Markets Group , Inc. and the Nevada Secretary of State. |
(d) | Buyer shall cooperate fully with Seller in connection with the foregoing notifications including, as and if requested by Buyer, providing direct confirmations of the change in control to any governmental entity, FINRA, and OTC Markets Group, Inc.. |
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Section 4.2 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or by prepaid overnight delivery via FEDEX, UPS or similar overnight delivery service, addressed to the addresses set forth in this Agreement or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered.
Section 4.3 Attorneys' Fees. Except as expressly provided herein, each party will be responsible for their own attorney's fees.
Section 4.4 Confidentiality. Each party hereto agrees with the other party that, unless and until the transactions contemplated by this Agreement have been consummated, they and their representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data is a matter of public knowledge or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.
Section 4.5 Third Party Beneficiaries. This contract is between Seller and Buyer. Except for the shareholders of the Company and as specifically provided, no other person or entity shall be deemed to be a third party beneficiary of this Agreement.
Section 4.6 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein. This Agreement may not be amended or modified, except by a written agreement signed by all parties hereto.
Section 4.7 Survival; Termination. The representations, warranties and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated the applicable statute of limitations.
Section 4.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
Section 4.9 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties he reto, with respect to any of the terms contained he rein , and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
Section 4.10 Expenses. Each party herein shall bear all of their respective costs and expenses incurred in connection with the negotiation of this Agreement and in the consummation of the transactions provided for herein and the preparation thereof.
Section 4.11 Headings; Context. The headings of the sections and paragraphs contained in this Agreement are for convenience of reference only and do not form a part hereof and in no way modify , interpret or construe the meaning of this Agreement.
Section 4.12 Benefit. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto, and their permitted assigns hereunder. This Agreement shall not be assigned by any party without the prior written consent of the other party.
Section 4.13 Severability. In the event that any particular provision or provisions of this Agreement or the other agreements contained herein shall for any reason hereafter be determined to be unenforceable, or in violation of any law, governmental order or regulation, such unenforceability or violation shall not affect the remaining provisions of such agreements, which shall continue in full force and effect and be binding upon the respective parties hereto.
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Section 4.14 No Strict Construction. The language of this Agreement shall be construed as a whole, according to its fair meaning and intendment, and not strictly for or against either party hereto, regardless of who drafted or was principally responsible for drafting the Agreement or terms or conditions hereof.
Section 4.15 Execution Knowing and Voluntary. In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; (b) has been or has had the opportunity to be fully apprised by its attorneys of the legal effect and meaning of this document and all terms and conditions hereof; and (c) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind.
Section 4.16 Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete sale contemplated by this agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this agreement.
Section 4.17 Governing Law. This Agreement shall be construed (both as to validity and performance) and enforced in accordance with and governed by the laws of the state of Nevada applicable to agreements made and to be performed wholly within such jurisdiction and without regard to conflicts of laws. Any dispute arising out of this Agreement shall be resolved in the state or federal courts sited in Clark County, Nevada to the exclusion of all other venues. The prevailing party in any such action shall be entitled to an award of costs and its reasonable attorney's fees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
Seller - Bryan Glass | Buyer - Jimmy P. Lee | |
By: /s/ Bryan Glass | By: /s/ Jimmy P. Lee | |
Name: Bryan Glass | Name: Jimmy P. Lee (Of BNP Associates) | |
On Behalf of Asia Gateway Capital, Ltd. |
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Exhibit 10.2