Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment
No. 1)
| ☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2021
| ☐ |
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: 333-147187
| Un Monde International Worldwide Ltd. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
83-0500896 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
5689 Condor Place
Westagate Mall
Mississauga ON
Canada L5V 2J4
(Address of principal executive offices) (Zip Code)
+ 1-905-962-0823
(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 ☒ No
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 ☒ No
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. ☒ Yes ☐
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). ☒
Yes ☐ No
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 |
☐ |
| Non-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 ☒
No
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. $0
As of December 31, 2021, the Company has 6,493,346
shares of common stock issued and outstanding
ASIARIM CORP.
AKA UN MONDE INTERNATIONAL WORLDWIDE LTD.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
EXPLANATORY NOTE
Un Monde International Worldwide Ltd. (the “Company”
or “we”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Original Annual Report”)
with the Securities and Exchange Commission (the “SEC”) on August 10, 2022. The Company is filing this Amendment No. 1 (the
“Amendment”) to the Original Annual Report for the purpose of to disclose the conclusions of our principal executive and principal
financial officers regarding the effectiveness of disclosure controls and procedures as of December 31, 2021 pursuant to Item 307 of Regulation
S-K in the Company’s Controls and Procedures disclosure included in “Part II. Item 9A. Controls and Procedures” to indicate
that our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2021. Based upon, and as of the date of this evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 due
to the material weaknesses in our internal control over financial reporting, which are described below.
In addition, pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, as amended, the Amendment also contains new certifications by the principal executive officer and the
principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002.
This Amendment does not modify, amend or update in any way the financial
statements and other disclosures set forth in the Original Annual Report, and there have been no changes to the XBRL data filed in Exhibit
101 of the Original Annual Report. In addition, except as specifically described above, this Amendment does not reflect events occurring
after the filing of the Original Annual Report, nor does it modify or update disclosures therein in any way other than as required to
reflect the revisions described above. Among other things, forward-looking statements made in the Original Annual Report have not been
revised to reflect events that occurred or facts that became known to us after the filing of the Original Annual Report, and any such
forward looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with
the Original Annual Report.
Use of Certain Defined Terms
Except as otherwise indicated by the context,
references in this report to “Un Monde International Worldwide 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 II
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.
Our Chief Executive Officer and Chief Financial Officer carried out
an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based
upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls
and procedures were not effective as of December 31, 2021 due to the material weaknesses in our internal control over financial reporting,
which are described below.
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.
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
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 Worldwide Ltd. |
| |
(Registrant) |
| |
|
|
| Date: September 6, 2022 |
By: |
/s/ Ci Zhang |
| |
|
Ci Zhang |
| |
|
Chief Executive Officer |
| |
|
|
| Date: September 6, 2022 |
By: |
/s/ Ci Zhang |
| |
|
Ci Zhang |
| |
|
Chief Financial Officer |
Grafico Azioni Asiarim (PK) (USOTC:ARMC)
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