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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to _____________
Commission file number:
Monde International Ltd. |
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
+ 1-
(Registrant’s telephone number, including
area code)
ASIARIM CORP.
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b)
of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐
Yes ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐
Yes ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒
No
Indicate by check mark whether the registrant
has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).☐ Yes ☒
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.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter. $
As of December 31, 2021, the Company has
shares of common stock issued and outstanding
Explanatory Paragraph
This Amendment No. 2 to the
Annual Report on Form 10-K for fiscal year ended December 31, 2021, is being filed solely to correct the company name from Un Monde
International Worldwide Ltd. to Un Monde International Ltd. No other changes have been made to the Form 10-K, as originally filed on
August 10, 2022.
ASIARIM CORP.
AKA UN MONDE INTERNATIONAL LTD.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Use of Certain Defined Terms
Except as otherwise indicated by the context,
references in this report to “Un Monde International Ltd.”, “we,” “us,” “our,”
“our Company”.
Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking
statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,”
“should,” “would,” “may,” “seek,” “plan,” “might,” “will,”
“expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,”
“continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are
based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to
be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties.
Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or
that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these
forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and
include information concerning possible or assumed future results of our operations, including statements about potential acquisition
or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding
future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that
are not historical facts.
These forward-looking statements represent our
intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.
Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied
by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking
statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent
written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to
us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to
in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events,
conditions, circumstances or assumptions underlying such statements, or otherwise.
PART I
ITEM 1. BUSINESS
Business Overview
(a) Business Development
Un Monde International Ltd. (the “Company”)
was organized under the laws of the State of Nevada on June 15, 2007, as Asiarim Corp. 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.
The former business operations of 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.
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 the Company’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 the Company
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 CEO and Director of the Company. Mr. Glass also appointed ChangJun Xue as CFO, Treasurer and Director and Bing Qing
Xie as Secretary and Director.
*Asia Gateway Capital Ltd. is controlled by Jamie
Liu.
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
Un Monde International Ltd. formerly Asiarim Corp. (the “Company”)
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 and have not implemented our business plan.
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 contemplated business plan addresses the need for
additional development in the education industry.
Our contemplated business is within the industry 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 |
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.
There is no geographic limitation to the location of targets, as these
types of opportunities are not necessarily bound by geography; provided however, we expressly disclaim any intent to and we will not pursue
a business combination with a target company (either directly or through any subsidiaries) with any operations in China, Hong Kong or
Macau nor will we consummate a business combination with any such entity ever.
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.
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.
Effect of Existing or Probable Governmental Regulations on the Business
We are 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
We had one officers, one director 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
As a smaller reporting company, we are not
required to provide the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable to a “smaller reporting company”
as defined in Item 10(f)(1) of Regulation S-K.
ITEM 2. PROPERTIES
The Company does not own any real estate or other
properties and has not entered into any long-term lease or rental agreements for property.
ITEM 3. LEGAL PROCEEDINGS
There are no pending legal proceedings to which
the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than
5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse
to the Company.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock was not quoted on any exchange
or trading platform and therefore no data is available for the years ended December 31, 2021 and 2020.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis
of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the
perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect
our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements
and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical
financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and
assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those
anticipated in these forward-looking statements as a result of many factors.
Business Overview
Our business plan includes education and management
services offering private, distinguished, specialized, and internationalized education to international students in school. We are tentatively
looking for capital or different target companies in same industry for acquisition for our business plan. Our business is not yet operational.
Going Concern
Our auditor has indicated in their reports on
our financial statements for the fiscal years ended December 31, 2021, that conditions exist that raise substantial doubt about our ability
to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital
to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt
or equity securities.
Results of Operations – Years ended
December 31, 2021 and 2020
Revenue
We had no revenues from operations during either September 30, 2020
or December 31, 2021.
General and Administrative Expense
General and Administrative Expenses were $58,406 for the year ended,
December 31, 2021 compared to $5,629 for the year ended December 31, 2020, an increase of $52,777.
Stock compensation expense
During the year ended December 31, 2021, 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.
Net Loss
We had a net loss of $58,406 for the year ended December 31, 2021 compared
to $5,629 for the year ended December 31, 2020.
Capital Resources and Liquidity – At
December 31, 2021 and 2020
Cash Used in Operating Activities
For the years ended December 31, 2021 and 2020,
the Company had cash used in operating activities in the amount of $60,271 and $0, respectively, which were primarily due to net loss
for the year, and accounts payable and accrued liabilities.
Cash Provided by Financing Activities
For the years ended December 31, 2021 and 2020,
the Company realized cash provided by financing activities in the amount of $60,271 and $0, respectively, which was advances from our
CEO for working capital purposes.
As of December 31, 2021 and December 31, 2020,
we had no cash.
Our auditors have issued a “going concern”
opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain
additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.
The Company requires additional funding to meet
its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue
as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business
plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
We expect to incur marketing and professional
and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds
during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required
to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results.
Additional funding may not be available on favourable terms, if at all. The Company intends to continue to fund its business by way of
equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect
on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have
to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements currently
contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition,
changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.
Recent Accounting Pronouncements
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not applicable to a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
The full text of the Company’s financial
statements for the years ended December 31, 2021 and 2020, begins on page F-1 of this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
There have been no changes in or disagreements
with accountants regarding our accounting, financial disclosures or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The management of the Company is responsible for
establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The
Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive
Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of the Company’s
internal control over financial reporting based on the criteria for effective internal control over financial reporting established in
SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based
on certain criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting were not effective
as of December 31, 2021.
The matters involving internal controls and procedures
that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight
Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation
of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period
end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief
Financial Officer in connection with the review of our financial statements as of December 31, 2021 and communicated the matters to our
management.
Management believes that the material weaknesses
set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes
that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors,
resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the
Company’s determination to its financial statements for the future years.
We are committed to improving our financial organization.
As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel
resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one
or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully
functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures;
and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one
or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit
committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing
and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies
and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of
additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and
balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn
over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control
and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation
report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s report in this annual report.
There have been no changes in our internal control
over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange
Act that occurred during the small business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
We will continue to monitor and evaluate the effectiveness
of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking
further action and implementing additional enhancements or improvements, as necessary and as funds allow.
Changes in Internal Control over Financial
Reporting
There were no changes that have affected, or are
reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under
the Exchange Act) during the year ended December 31, 2021.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
Our executive officers and director are as follows:
| Name | Age | Position | ||
| Dr. Ci Zhang | 39 | CEO, President, Director, CFO |
Ci Zhang, Chief Executive Officer, President,
Director
CEO and Director of Un Monde International Ltd.
– 10/2018 to Present
CEO of One World International School – 10/2018
to Present
Computer/Network Technician in Multi-Tech Computers
– 2/2012 to 7/2018
Ci Zhang was appointed President, CEO, and Director
of Asiarim Corp. on April 2, 2019. Mr. 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.
As the CEO of Un Monde International Ltd. he has
led the development of the school’s unique technology platform that integrates all school functions in a single cloud-based system
that leverages the power of Artificial Intelligence and big data.
One World International School is bilingual (Chinese
and English) online education platform. Prior to One World, Mr. Zhang 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.
Director Independence
Our board of directors is currently composed of
three members who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market.
The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least
three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business
dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship
exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made
these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard
to each director’s business and personal activities and relationships as they may relate to us and our management.
Involvement in Legal Proceedings
To our knowledge, there have been no material
legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation
of the ability or integrity of any of our directors or executive officers.
Potential Conflicts of Interest
We are not aware of any current or potential
conflicts of interest with our directors or executive officers, other business interests and their involvement with Un Monde International
Ltd.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
Un Monde International Ltd., has made
no provisions for paying cash or non-cash compensation to its officer and director. No salaries are being paid at the present time, and
none will be paid unless and until our operations generate sufficient cash flows.
Summary Compensation of Named Executive Officers
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
All Other Compensation ($) | Total ($) | |||||||||||||||||||||
|
Ci Zhang, Chief Executive Officer, President, Chief Financial Officer |
2021 | – | – | – | – | – | – | |||||||||||||||||||||
|
Ci Zhang, Chief Executive Officer, President |
2020 | – | – | – | – | – | – | |||||||||||||||||||||
|
Bingqiang Xie, * Former Secretary |
2021 | – | – | – | – | – | – | |||||||||||||||||||||
|
Bingqiang Xie, * Former Secretary |
2020 | – | – | – | – | – | – | |||||||||||||||||||||
|
Changjun Xue, * Former Chief Financial Officer, Treasurer |
2021 | – | – | – | – | – | – | |||||||||||||||||||||
|
Changjun Xue, * Former Chief Financial Officer, Treasurer |
2020 | – | – | – | – | – | – |
*These officers have resigned from the Company
effective April 6, 2022.
Outstanding Equity Awards at Fiscal Year End
We did not pay any salaries in 2021 or 2020. None
of our executive officers received any equity awards, including, options, restricted stock, performance awards or other equity incentives
during the year ended December 31, 2021 and 2020.
Employment Contracts
The Company has not entered into any employment
agreements with its officer and director.
Stock Awards Plan
The Company has not adopted a Stock Awards Plan,
but may do so in the future. The terms of any such plan have not been determined.
Director Compensation
The Board of Directors of the Company has not
adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this
may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power
to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any
such action may not impair any rights under any option previously granted. Un Monde International Ltd. may develop an incentive-based
stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
| DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
| Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Non-Qualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) | |||||||||||||||||||||
| Ci Zhang | – | – | – | – | – | – | – | |||||||||||||||||||||
| Bingqiang Xie* | – | – | – | – | – | – | – | |||||||||||||||||||||
| Changjun Xue* | – | – | – | – | – | – | – | |||||||||||||||||||||
*These directors have resigned from the Company
effective April 6, 2022.
Board Committees
We have not formed an Audit Committee, Compensation
Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the
principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We
believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act
as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert
at this time.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information
with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive
officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common
stock of the Company as of December 31, 2021.
Beneficial ownership is determined in accordance
with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly,
exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any
time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares
held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31,
2021 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other
person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
| Amount and Nature of Beneficial Ownership Common Stock (2) | ||||||||
| Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned |
Percentage Ownership of Shares of Common Stock |
||||||
| Ci Zhang (3) | 1,520,000 | 23.41 | % | |||||
|
Di Pan 1005-33 Sheppard Ave North York, Ontario M2K 3E5 Canada |
1,140,000 | 17.56 | % | |||||
|
Bingqiang Xie 1309-8081 Birchmount Rd Markham, Ontario L6G 0G5 Canada |
1,140,000 | 17.56 | % | |||||
| All officers and directors as a group (3) | 1,520,000 | 23.41 | % | |||||
____________________
| (1) | Except as otherwise set forth above, the address of each beneficial owner is c/o Un Monde International Ltd., Westagate Mall, 5689 Condor Place, Mississauga ON, L5V 2J4 Canada |
| (2) | Based on 6,493,346 shares of common stock issued and outstanding as of December 31, 2021. |
ITEM 13. 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.
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.
Mr. Ci Zhang, Mr. Bingquiang Xie, and Mr. Di Pan
are considered control persons and acquired control of the Company. 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.
Transactions with Related Persons
Mr. 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 $51,808 and $2,037 as of December 31, 2021 and 2020, respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Independent Auditors’ Fees
The following table represents fees billed for each of the years ended
December 31 for professional audit services rendered by our independent registered public accounting firm:
| 2021 | 2020 | |||||||
| Audit fees(1) | $ | 16,200 | $ | – | ||||
| Audit-related fees | – | |||||||
| Tax fees | – | |||||||
| All other fees | – | |||||||
| Total | $ | 16,200 | $ | – | ||||
| (1) | “Audit Fees” consisted of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements. |
Pre-Approval Policies and Procedures
The SEC requires that before our independent registered
public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved
by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided
that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such
policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.
We do not have an Audit Committee. Our Board pre-approves
all services provided by our independent registered public accounting firm.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Please see the “Exhibit Index,” which
is incorporated herein by reference, following the signature page for a list of our exhibits.
EXHIBIT INDEX
Item 16. 10-K Summary
As permitted, the registrant has elected not to
supply a summary of information required by Form 10-K.
Index to Financial Statements
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, 2021 and 2020, 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,
2021 and 2020, 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
We have served as the Company’s auditor since
2021
August 8, 2022
Un Monde International Ltd
FORMERLY Asiarim Corp.
BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | ||||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Due to related party | 62,308 | 2,037 | ||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitment & contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Common Shares, $ par value; shares authorized, and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated income (loss) | ( |
) | ( |
) | ||||
| Total Stockholders’ Deficit | ( |
) | ( |
) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to financial statements
Un Monde International Ltd
FORMERLY Asiarim Corp.
STATEMENTS OF OPERATIONS
| Year Ended | ||||||||
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Revenues | $ | $ | ||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| 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 | ||||||||
| Earnings (Loss) per Share – Basic | $ | ( |
) | $ | ( |
) | ||
| Weighted Average Shares Outstanding – Basic | ||||||||
| Earnings (Loss) per Share – Diluted | $ | ( |
) | $ | ( |
) | ||
| Weighted Average Shares Outstanding – Diluted | ||||||||
See accompanying notes to financial statements
Un Monde International Ltd
FORMERLY Asiarim
Corp.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Year Ended December 31, 2021 and 2020
| Common Shares | ||||||||||||||||||||
| Shares | Par Value, $0.001 | Additional Paid-in Capital |
Accumulated Income (Loss) |
Total Stockholders’ Deficit |
||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Shares Issued for cash or subscription receivables | ( |
) | ||||||||||||||||||
| Net loss | – | ( |
) | ( |
) | |||||||||||||||
| Balance December 31, 2020 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Shares cancelled | ( |
) | ( |
) | ||||||||||||||||
| Net loss | – | ( |
) | ( |
) | |||||||||||||||
| Balance December 31, 2021 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
See accompanying notes to financial statements
Un Monde International Ltd
FORMERLY Asiarim Corp.
STATEMENTS
OF CASH FLOWS
| Year Ended | ||||||||
| December 31, | December 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 | ( |
) | ||||||
| Net Cash Used in Operating Activities | ( |
) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Net Cash Provided by Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from (Repayment of) related party payables | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| 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
UN MONDE INTERNATIONAL LTD
Formerly Asiarim
corporation
NOTES TO FINANCIAL STATEMENTS
As of and for the year ended December 31, 2021
and 2020
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.
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.
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 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.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
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
has net losses, accumulated deficit and a negative working capital without generating 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.
On September 9, 2021 the Company effected a one-for-ten reverse stock
split of its common stock. All share and earnings per share information have been retroactively adjusted to reflect the reverse stock
split was recorded with the offset to additional paid-in capital.
On July 12, 2021, the Company completed the cancellation of
shares of common stock pursuant to an Assignment of Rights agreement dated October 3, 2016 where certain shareholders have entered into
with the Company to return shares of common stock to the Company as treasury stock.
For the year ended December 31, 2020, the Company issued shares
at $3 per share for proceeds of $
capital and were recorded as a reduction to additional paid-in capital.
As of December 31, 2021 and 2020, the Company has 6,493,346 and 7,769,833
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 $
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 $62,308 and $2,037 as of December 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
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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Un Monde International Ltd. | ||
| (Registrant) | ||
| Date: October 3, 2023 | By: | /s/ Ci Zhang |
| Ci Zhang | ||
| Chief Executive Officer | ||
| Date: October 3, 2023 | By: | /s/ Ci Zhang |
| Ci Zhang | ||
| Chief Financial Officer |
ATTACHMENTS / EXHIBITS
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