10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended December 31, 2017

or

o 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 333-209166

TRON GROUP INC.

(Exact name of registrant issuer as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

K-2-8 2^nd Floor, Kuchai Business Park, Jalan 1/127, off Jalan Kuchai Lama,

58200 Kuala Lumpur, Malaysia

(Address of principal executive offices, including zip code)

Registrant’s phone number, including area code (603) 7987 8688

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

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 o No x

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 o NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the Company’s common stock held by non-affiliates computed by reference to the closing bid price of the Company’s common stock, as of the last business day of the registrant’s most recently completed second fiscal quarter:

$222,200.00

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at March 30, 2018
Common Stock, $0.0001 par value	163,329,385

TRON Group Inc.

FORM 10-K

For the Fiscal Year Ended December 31, 2017

Index

		Page #
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosure	11
PART II
Item 5.	Market Price and Dividend on Common Equity and Related Stockholder Matters	12
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons	17
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management	20
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22
Item 14.	Principal Accounting Fees and Services	22
PART IV
Item 15.	Financial Statement Schedules and Exhibits	23
SIGNATURES		24

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

This Report on Form 10-K contains forward-looking statements. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects”, “plans”, “may”, “anticipates”, “believes”, “should”, “intends”, “estimates”, and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, our ability to raise additional capital to finance our activities; the effectiveness, profitability and marketability of our products; legal and regulatory risks associated with the share exchange; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), or otherwise. Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,”“expect,”“anticipate,”“estimate,”“intend,”“plan,”“targets,”“likely,”“aim,”“will,”“would,”“could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs.

Forward-looking statements include, but are not limited to, statements about:

· Limited operating history.

· History of net loses.

· Competition in telecommunication industries.

· Increases in the price of cost of goods sold (COGS).

· Dependence on certain key personnel.

· Lack of market acceptance of new products.

· Inability to manage our business expansion.

· Availability of skilled labor and increasing labor costs.

· Political conditions and government regulations in Malaysia.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements, including those made in “Risk Factors.” Other sections of this report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

3

PART I

Item 1. Business

Explanatory Note

We were incorporated under the name Plush Corporation on October 20, 2015, under the laws of the State of Nevada. Our business consisted of designing, marketing and selling luxury accessories for men online through our website. Management has decided not to pursue this line of products, and has discontinued operations involving luxury accessories.

November 3, 2016, a majority of stockholders of our company and our board of directors approved a change of name of our company from Plush Corp. to TRON Group Inc., an increase to authorized capital from 75,000,000 shares of common stock, par value $0.001 to 500,000,000 shares of common stock, par value $0.001 and a forward stock split of our issued and outstanding shares of common stock on a basis of twenty (20) new shares of common stock for one (1) old share.

A Certificate of Amendment increasing our authorized capital and changing the name of our company was filed with the Nevada Secretary of State with an effective date of December 6, 2016.

The name change and forward stock split became effective with the OTC Markets at the opening of trading on December 28, 2016, and our trading symbol was changed to "TGRP". Our new CUSIP number is 897012 100.

Our principal executive offices are located at K-2-8, 2nd Floor, Kuchai Business Park, Jalan 1/127, off Jalan Kuchai Lama, Kuala Lumpur, Malaysia 58200. Our telephone number is +603 7987 8688.

We have never declared bankruptcy.

Item 1.01 Entry into a Martial Definitive Agreement

The information contained in Item 1.02 below relating to the various agreements described therein is incorporated herein by reference.

Item 1.02 Completion of Acquisition or Disposition of Assets

On January 26, 2018, TRON Group Inc. (previously known as Plush Corp.), a Nevada corporation (“TGRP” or the “Company”), entered into a Share Exchange Agreement with a shareholder of Talk Focus Sdn Bhd, a Malaysian corporation. The Company acquired 6,401,500 shares of capital stock of Talk Focus and in exchange issued 3,329,385 restricted shares of its common stock to Dr. Eric Yap, a Talk Focus shareholder.

As a result of the Share Exchange Agreement:

(i)	The Company principal business became the business of Talk Focus, and
(ii)	Talk Focus became a subsidiary of the Company

4

Form 10 Disclosure

The completion of the Share Exchange Agreement resulted in the Company changing its line of business, and also acquiring Talk Focus in a Reverse Merger acquisition transaction. Item 2.01(f) of Form 10-K states that if registrant were a shell company before a Reverse Merger transaction disclosed under item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities under the Exchange Act on form 10.

The Company has included below the information that would be required if the Company were filing a general form for registration of securities under the Exchange Act on Form 10.

The completion of the Share Exchange Agreement resulted in the Company changing its line of business, and as a result, the Company has included below the information that would be required if the Company were filing a general form for registration of securities under the Exchange Act on Form 10.

Description of Business

Previous Business

Before we went through a change of control and business focus, we were a development stage company intending to create a portfolio by designing, marketing and selling luxury accessories for men online through our website. The lack of funds and the present economy prevented the development of our business plan. As we were unable to raise the capital necessary to develop our business plan, we began a search for other business opportunities which would benefit our shareholders and allow us to raise capital and operate.

Current Business

Shortly after changing out business focus to telecommunication, which we regard as a profitable industry, we identified certain opportunities to engage in the business related to telecommunication in Malaysia, and determined that we should pursue that business opportunity. We entered into negotiations with Talk Focus Sdn Bhd, and have closed that acquisition as of January 26, 2018.

Currently TRON Group Inc. is a holding company and has no principal business. Talk Focus Sdn Bhd is the TRON Group Inc. operating subsidiary that operates the telecommunication segment in Malaysia. All references to TRON herein include its operating subsidiary unless otherwise noted.

Telecommunication Segment

Overview: TRON is a global telecommunication group and mobile virtual network operator (MVNO) that offers borderless voice, data and other value-added services. In Malaysia, TRON received its full-fledged Network Service Provider (NSP) license from the Malaysia Communications and Multimedia Commission (MCMC) in 2011.

TRON’s Product Portfolio

TRON offers Tron Lite Sim, a prepaid sim card which provides 365 days of validity on a single top-up. This means that with TRON, customers can remain connected for one full year every time when they reload. TRON offers voice, sms, internet data and other value-added services with a goal to connect the world at very affordable costs by facilitating customer’s digital and mobile lifestyles. TRON provides a wide range of internet data packages that serve different customers, with daily data packages starting as low as One Malaysia Ringgit.

5

TRON has also expanded its business into a new technology sector – Internet of Things (IoT) - by currently offering TRON’s GPS Tracker Kids Phone, which uses our services to stay connected with a device, allowing the customers’ children to contact them easily during an emergency. With this tracker and our services, our customers can track their children’s current location and monitor them easily.

Tronexus is a co-branding initiative under TRON, and which is based on referral’s member get member program. Tronexus turns the customer into distributor by introducing Tronexus membership packages to their family and friends. Tronexus offers technology and lifestyle solutions in telecommunication and merchant products to their members.

Currently TRON is working on launching a new prepaid 4G plus sim pack product in early Q2’18. This new product will target the heavy internet usage customers who use their mobile phones for web browsing, playing online games, video and music streaming.

TRON is also engaging the community-based cooperative/associations to offer the communication services to their members together with the proposed mobile application service (Apps). This Apps will be a value-added service (VAS) to the associations as they will be able to connect to their members using TRON communication services. The development on the Apps will be started on Q2'18.

Market, Customer and Distribution Methods

Currently, Malaysia has a population of approximately 30.75 million, 70% of whom live in or near an urban area. Mobile penetration in Malaysia has reached over 140%, where there are more than 40 million mobile subscribers. 80% of the mobile subscribers are prepaid users. Typically, Malaysians own more than 1 mobile phone or a mobile phone with dual Sim. There are more than 10 million smartphone users in Malaysia who consume mobile internet on web browsing, social media and video streaming.

In Malaysia, anyone 12 years old and above is eligible to subscribe to TRON telecommunication services. TRON is targeting selected market segments which are not the focus of other big Telco companies. 60% of TRON subscribers’ base are between 31-60 years old, and overall 90% are Malaysians.

Sales and Marketing

TRON is currently promoting its products using traditional and online distribution channels. Traditional distribution channels require a sales team to market TRON products to the master distributors and their corresponding dealers. Branding and product advertisement in the dealer shops are done through brochures, posters, buntings, and signage.

TRON has also developed an online distribution channel by listing TRON products on own website, where customers can purchase online, pay via a payment gateway, and receive delivery provided by the Company. TRON also undertakes digital marketing through online website and social media posting.

In addition to 365 days validity for a single reload of MYR10 and internet data starting from MYR1, TRON rewards subscribers from time to time with special promotions. TRON has offered free calls within the same network. TRON also offers reload promotions with free talktime credit on MYR30/50/100 top up. In addition, TRON subscribers can earn TRON Points through a reload and redeem the points through merchandise products, vouchers and a TRON reload. TRON subscribers can enjoy TRON Dealz on exclusive merchant discount vouchers as well.  

6

Government Regulation

Malaysian Communications and Multimedia Commission (MCMC) is the regulator for the converging communications and multimedia industry in Malaysia.

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction in which we conduct our current business. As of now there are no additional required government approvals present from which we need approval.

Competition

Because the telecommunication business is considered to be one of the most profitable industries, competition between competitors is increasing. Competition includes the four “Giants” in the industry, referring to a Mobile Network Operator (MNO); Maxis, Celcom, Digi and U Mobile. At TRON, we do not intend to engage in a price war or excessive spending on advertising, but will emphasize competitive advantages with our product offerings, distribution network, advertising and customer support. We cannot compete directly with the MNOs, as they are bulk suppliers. Our rates are slightly higher, but we do offer other rewards and benefits which bring more value to our subscribers.

Business Model

A Mobile Virtual Network Operator (MVNO) purchases network capacity and connectivity from major mobile carriers, and then resell services along with MVNO-specific value-added features and products, marketing services toward a niche user base or by adding unique content.

The current TRON business model is as a wholesaler/reseller by securing capacity from MNOs, rebrand to our own brand TRON and then sell by way of business to consumer (B2C) marketing. TRON is using Digi Telecommunication’s network and infrastructure to provide services to TRON subscribers. TRON is leveraging its MNO network and infrastructure to keep the operating expenses low, since developing our own facilities would require high setup costs and investment in licensing, radio spectrum, network and billing infrastructure.

TRON revenue is generated from sim pack, device and reload sales. Subscribers’ base is the key factor to TRON monthly recurring revenue, as subscribers reload their talktime credit. Average Revenue Per User (ARPU) is defined as the total revenue divided by the number of subscribers for monthly basis.

Cost of goods sold (COGS) is charged by Digi based on usage of voice, sms and internet data. TRON will markup the retail pricing of services to achieve certain gross profit margin.

Strategic Plan

Key success factors for a leading global business telecommunication brand

As the MVNO landscape rapidly evolves, we will be facing many technical and strategic challenges.

Internet of Things (IoT) is a new technology sector which requires data internet to connect devices to users. IoT has evolved from the convergence of wireless technologies, micro-electromechanical systems (MEMS), microservices and the internet. The convergence has the walls between operational technology (OT) and information technology (IT), allowing unstructured machine-generated data to be analyzed for insights that will drive improvements. TRON can bundle the IoT product and services together. TRON can explore further into IoT, which covers market segments in lifestyle, automotive, health, education, services, etc.

7

In 2015, the Ministry of Science, Innovation & Technology Malaysia launched the National IoT Strategic Roadmap, which forecasted the IoT economic potential for Malaysia to reach RM9.5 billion in 2020 and RM42.5 billion in 2025, by creating a national ecosystem to proliferate and industrialize IoT as a new source of economic growth. The vision is to make Malaysia the Premier Regional IoT Development Hub.

With this opportunity, TRON can apply for a government grant or a government link project related to IoT or technology and telecommunication, where the Malaysian government has allocated a budget for development. TRON can then provide telecommunication solutions to companies in a business to business (B2B) approach.

Value-added services, like remittance services for overseas fund transfers, can be implemented to target the migrant market. E-commerce is another market where Malaysians do shopping via smartphone instead of using computer.

TRON mart, mini center or concept store can be opened through franchises throughout Malaysia a part of joint ventures or collaboration with interested business partners. TRON can expand the business to East Malaysia – Sabah and Sarawak - to boost the brand awareness.

TRON 2018 Roadmap

For 2018, besides continuing to expand the core telco business, the company has decided to lead the telecom revolution of mobile economy by offering fintech services as key value added services to the subscribers. Telco nowadays is no longer the traditional telco we used to know that only offers voice calls and internet but also various services related to the mobile usage.

In current digital world, it is very important to build the business around the mobile ecosystem which utilizing the telco services. E-money/e-wallet is one of the main feature in the smartphone where it can be used for mobile top up, bill payment, online shipping, retail payment or peer to peer transfer. In Malaysia, digital wallet penetration accounts for only 11% where it has enormous room to grow its offerings and services of smartphone e-payment solutions.

Currently the company is working on the e-money license application which hopefully can get the approval in Q2’2018 in order to kick start the development.

Employees

As of March 30, 2018, we had approximately 50 full time employees including 2 directors in Malaysia. We have never experienced a work stoppage.

Item 1A. Risk Factors

You should carefully consider the risks described below and all other information contained in this report before making an investment decision. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you may lose all or a part of your investment. This report also contains forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including the risks described below and elsewhere in this report.

8

General Risks Relating to our Business, Operations of Financial Condition

We have a limited operating history and are subject to the risks encountered by early-stage companies.

TRON officially launched its commercial service in Malaysia in October 2011. Because our operating company has a limited operating history, you should consider and evaluate our operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. For us, these risks include :

· that we may not have sufficient capital to achieve our growth strategy;

· that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

· that our growth strategy may not be successful; and

· that fluctuations in our operating results will be significant relative to our revenues.

  

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

We have a history of net losses, may incur substantial net losses in the future and may not achieve profitability.

Although we have begun to generate revenues, we have incurred significant losses since inception. We expect to incur increased costs to implement our business plan and increase revenues, such as costs relating to expanding our subscribers’ growth. If our revenues do not increase to offset these additional expenses, or if we experience unexpected increases in operating expenses, we will continue to incur significant losses, and will not become profitable. If we are not able to significantly increase our revenues, we will likely not be able to achieve profitability in the future.

Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern.  If we do not continue as a going concern, investors could lose their entire investment.

Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern.  If we do not generate sufficient revenues, do not achieve profitability or do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment.

Increasing competition within our emerging industry could have an impact on our business prospects.

The telecommunication industry is very competitive, where new competitors are frequently entering the market. These competing companies may have significantly greater financial and other resources than we have, and may have been developing their products and services longer and better than we have been developing ours.  Although our portfolio of products and related revenue stream sources are broad, increasing competition may have a negative impact on our profit margins.

9

Our operating results may fluctuate in future periods, which may adversely affect our stock price

Our operating results have been in the past, and will continue to be, subject to quarterly and annual fluctuations as a result of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. These factors include:

· Fluctuations in demand for our products and services, especially with respect to telecommunications service providers and Internet businesses, in part due to changes in the global economic environment

· Changes in sales and implementation cycles for our products and reduced visibility into our customers’ spending plans and associated revenue

· Our ability to maintain appropriate inventory levels and purchase commitments

· Price and product competition in the communications and networking industries, which can change rapidly due to technological innovation and different business models

· The overall movement toward industry consolidation among both our competitors and our customers

The markets in which we compete are intensely competitive

The markets in which we compete are characterized by rapid change, converging technologies, and a migration to networking and communications solutions that offer relative advantages. These market factors represent a competitive threat to us. We compete with numerous vendors in each product category. The overall number of our competitors providing niche product solutions may increase. Also, the identity and composition of competitors may change as we increase our activity in markets for our products and in our priorities.

Industry consolidation may lead to increase competition and may harm our operating results.

There has been a trend toward industry consolidation in our markets for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry, and as companies are acquired or are unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that industry consolidation may result in stronger competitors that are better able to compete for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition.

We only have one main supplier

So far, we have only contracted one main supplier. It can easily affect our operations if any problems arise between both our parties. If our supplier ceases to provide services to us, and we are unable to secure a replacement supplier, we may be unable to provide communication services, and our business may suffer or fail..

10

Our stock is considered a penny stock. The market for penny stock has suffered in recent years from patterns of fraud and abuse.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

· Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

· Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

· Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

· Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,

· The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

 

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Item 1B. Unresolved Staff Comments

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item

Item 2. Description of Properties

Our principal executive offices are located at K-2-8 2nd Floor, Kuchai Business Park, Jalan 1/127, off Jalan Kuchai Lama, Kuala Lumpur, 58200. Our telephone number is +603 7987 8688. We have no present intention of acquiring other facilities during our development stage.

We do not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

Item 3. Legal Proceedings

We know of no material pending legal proceedings to which our company is a party or of which any of our properties, or the properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or has a material interest adverse to our company or our subsidiaries.

Item 4. Mine Safety Disclosures

Not applicable.

11

PART II

Item 5. Market Price and Dividends on Common Equity and Related Stockholder Matters

The Company’s common stock is quoted on the OTCMarkets under the symbol TGRP.

Price Range of Common Stock

The price range per share of common stock presented below represents the highest and lowest intraday sales prices for the Company’s common stock on the OTCMarkets during each quarter of the two most recent years.

	Fourth Quarter	Third Quarter	Second Quarter	First Quarter
2017 price range per share	$0.03 – $1.00	$0.11 – $0.11	$0.11 – $0.90	$0.50 – $1.25
2016 price range per share	$NA - $NA	$NA - $NA	$NA - $NA	$NA - $NA

Security Holders

On March 30, 2018, the shareholders’ list showed 10 registered shareholders with 163,329,385 shares of common stock outstanding.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.

Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, 2017, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our annual reports on Form 10-K filed during the year ended December 31, 2017.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, 2017.

Indemnifications of Directors and Officers

Our Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our Bylaws are necessary to attract and retain qualified persons as directors and officers.

12

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Nevada, the company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Item 6. Selected Financial Data

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

The following comparative analysis on results of operations was based primarily on the comparative audited consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our revenues are derived mainly from our active company, Talk Focus Sdn Bhd’s mobile telecommunication services.

13

Year ended December 31, 2017 compared to the year ended December 31, 2016

TRON GROUP INC

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Amount expressed in United States Dollars (“US$”), except for number of shares)

			Years ended December 31,
	Note		2017			2016
Revenues, net			$	1,481,073		$	1,476,235
Cost of revenues				(1,057,748	)		(784,652	)
Gross profit				423,325			691,583
Operating expenses:
General and administrative				(1,656,363	)		(1,602,245	)
Loss from operations				(1,233,038	)		(910,662	)
Other income (expense):
Interest expense				(3,143	)		(1,370	)
Other income				15,910			3,433
Loss before income taxes				(1,220,271	)		(908,599	)
Income tax expense		12		(417	)		-
NET LOSS			$	(1,220,688	)	$	(908,599	)
Net loss attributable to non-controlling interests				416,693			333,078
Net loss attributable to the Company			$	(803,995	)	$	(575,521	)
Other comprehensive income :
- Foreign exchange adjustment (loss) gain				(788,093	)		345,374
COMPREHENSIVE LOSS				(2,008,781	)		(563,225	)
Comprehensive loss attributable to non-controlling interests				700,328			208,778
Comprehensive loss attributable to the Company			$	(1,308,453	)	$	(354,447	)

Cost of revenues increased 35% to $1,057,748 in the year ended December 31, 2017, from $784,652 in the year ended December 31, 2016. The increase in cost of revenue is mainly due to the credit notes given by the main supplier for the year ended December 31, 2016 was not repeated in 2017.

General and administrative expenses increased 3% to $1,656,363 in the year ended December 31, 2017, from $1,602,245 in the year ended December 31, 2016. The increase in general and administrative expenses is due to the decrease in Salaries and Marketing Expenses in 2017 but an increase in impairment cost on bad debts, deposits and slow moving stock as compared to 2016.

Net interest expenses increased 129% to $3,143 in the year ended December 31, 2017, from $1,370 in the year ended December 31, 2016. The increase in net interest expenses is due to the company acquiring a hire purchase asset in the middle of 2016.

Net other income increased 363% to $15,910 in the year ended December 31, 2017, from $3,433 in the year ended December 31, 2016. The increase in net other income is due to the interest gained from a fixed deposit maturing in 2017.

Net loss increased 34% to $1,220,688 in the year ended December 31, 2017, from $908,599 in the year ended December 31, 2016. The main contributing factor that caused the increase in net loss is due to Revenue being stagnant while Cost of revenue increased in 2017 as compared to 2016.

14

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8. Financial Statements and Supplementary Data

The financial statements required by this item are located in Item 15 of this Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

(a) Dismissal of Independent Registered Public Accounting Firm.

On March 16, 2018, we dismissed Paritz & Company, P.A. (“Paritz”) as our company’s independent principal accountant to audit the Company’s financial statements. The decision to change accountants was approved by our board of directors. Our company does not have a standing Audit Committee.

Our company’s independent principal accountant’s report on the financial statements for each of the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, with the exception that:

(i) the report dated April 17, 2017 contained the following explanatory paragraph: “ The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, for the year ended December 31, 2016, the company had a net loss of $50,518. As of December 31, 2016, the company has not generated any revenues from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are described in Note 2. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern”; and

(ii) the report dated January 20, 2016 contained the following explanatory paragraph: “The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, for the period from October 20, 2015 (Inception) through December 31, 2015, the company had a net loss of $4,641. As of December 31, 2015, the company has not generated any revenues from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.”

During our company’s two most recent fiscal years and the subsequent interim periods preceding our dismissal of Paritz, there were: (i) no disagreements with Paritz on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Paritz, would have caused it to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and (ii) no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

(b) Engagement of New Independent Registered Public Accounting Firm.

On March 16, 2018, we engaged TOTAL ASIA ASSOCIATES, Charterd Accountants (“TAA”), an independent certified public accounting firm, as our principal independent accountant with the approval of our board of directors.

During the two most recent fiscal years and through the date of engagement, we have not consulted with TAA regarding either:

1.

The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that TAA concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.

Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer, and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2017, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2017 that our disclosure controls and procedures were effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission ("SEC") reports: (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) is accumulated and communicated to our management, including our chief executive officer to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

15

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework – 2013 (COSO 2013 Framework) and SEC guidance on conducting such assessments.

Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2017, based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of majority of independent members; (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives affecting authorization, recordkeeping, custody of assets, and reconciliations; (4) ineffective controls over year-end financial disclosure and reporting processes; and (5) management dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of December 31, 2017.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 SEC that permit the Company to provide only management’s report in this annual report.

16

PART III

Items 10. Directors, Executive Officers, Promoters and Control Persons

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Eric Yap	Chief Executive Officer and Director	53	September 1, 2016
Peng Soon Yap	Chief Operating Officer	36	September 1, 2016
Man Tat Teh	Chief Financial Officer	25	September 1, 2016
Kian Chye Teh	Secretary	53	September 1, 2016
Chui Mean Yap	Director	29	September 30, 2016

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Eric Yap –Chief Executive Officer and Director

Dr. Yap has been serving as CEO and President of TRON Communications, a telecommunication company in Malaysia since April 2015. Dr. Yap holds an advanced diploma in international marketing, a master’s degree in business administration and an honorary doctorate of philosophy degree in business administration from the United States. His career as an entrepreneur for the past 20 years has led him to venture into various industries including insurance, property, construction, travel, security and telecommunication.

Dr. Yap started his career as an insurance agent before promoted to agency supervisor and later agency manager. With an outstanding sales record in his company, he earned a place in the Million Dollar Round Member. In 2009, he established Quality Quest International Sdn Bhd and is holding a non-executive director position. He also established Quality Quest International (HK) Ltd in 2010, and is an executive director there. Both companies deal in investment and property holdings in Malaysia and Hong Kong respectively.

Dr. Yap earned numerous awards such as The Asia Pacific Entrepreneur Award 2016, The Brandlaureate Best Brand Award, The Brandlaureate Leadership Award, First Diamond Entrepreneur Award 2015, The Malaysia 2016 CSR Award, The Malaysia 2017 CSR Award, The SME And Entrepreneurship Business Award 2017 and The Top 100 Most Influential Sustainable Entrepreneur in 2017. Dr. Yap was also been nominated as an Honorary Member for various organizations such as Malaysia Crime Awareness And Prevention Board (LKPJM), Association Of Malaysian Ex-police Forces (PBPM), Association Of Malaysia Ex-security Forces (PBPKM), Consumer Welfare And Protection Board of Malaysia (LPKPM) and The Emergency Action Forces Of Malaysia (PTCM).

Our company believes that Dr. Yap's professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.

17

Peng Soon Yap – Chief Operating Officer

Peng Soon Yap graduated as an Electrical/Electronic Engineer in the University of Technology Malaysia in year 2005.  He joined Talk Focus Sdn Bhd in September, 2015, and is now serving as the Executive Vice President in charge of the overall execution of company strategic plans and directions through overseeing operations, sales and marketing and overseeing operations to help Talk Focus achieve its financial goals and objectives.  Previously, he was Product Manager responsible for the planning of product roadmap, costing, pricing, simcard provisioning and production.  Prior to joining Talk Focus, he was working in Intel Microelectronics (M) Sdn Bhd for 10 years as Senior Technical Software Development Engineer.  His responsibilities include path-finding on new software solution, tools architecture and projects roadmap planning.  He was assigned for two years’ relocation at Intel Oregon, USA for on-site support and few business trips to USA for customer face to face meetings and attending global technical conferences.

Our company believes that Peng Soon Yap's professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.

Man Tat Teh – Chief Financial Officer

Man Tat Teh is a chartered accountant under the Association of Chartered Certified Accountants (ACCA) from the Sunway University, Malaysia in 2015. Mr. Teh is also a Bachelor of Arts (honors) degree holder from Taylors University majoring in Accounting and Finance. Mr. Teh has been servicing as executive director and treasurer of TRON Communications since 2015. His key responsibilities are to manage all accounts related matters of the company and its subsidiaries from AP/AR to preparation of full consolidated accounting reports. Mr. Teh also handles the taxation for TRON to ensure all regulatory requirements are met.

Our company believes that Man Tat Teh's professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.

Kian Chye Teh – Secretary

Kian Chye Teh has joined Technology Revolution On-Net Sdn Bhd (“TRON”) as a managing director handling marketing and corporate affairs matters since August 2015. He successfully raised the image of TRON by emphasizing corporate social responsibility and awareness. He is responsible for managing the operational activities, coordinating and executing the business plan. Kian Chye will also be responsible for designing the reward compensation for the staff.

Previously he had established GPT Ventures Sdn Bhd with partners, a logistics company in 2011, he is the managing director of that company till to date. 

Our company believes that Kian Chye Teh's professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.

Chui Mean Yap – Director

Chui Mean Yap is a member of TRON’s board of directors, a role she has held since 2016. She is appointed to act on behalf of the shareholders to oversee the activities of the company. She graduated from University of Sheffield, UK with a Bachelor’s Degree in Psychology and later on pursued two Master’s degrees, namely Social & Organizational Psychology and Consumer Psychology from Leiden University, Netherlands. Previously, she worked in Allocacoc, a Dutch industrial design firm as Social Media Manager since 2015, helping the frim to design online marketing, campaign so they could reach out to their potential customers.

18

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;
(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2017 and 2016; and
(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2017 and 2016, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensa-tion ($)

Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings($)

All Other Compensa-tion ($)

Total ($)

Eric Yap(1)

2017

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Chief Executive Officer and Director

2016

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Man Tat Teh(2)

2017

14,015

N/A

N/A

N/A

N/A

N/A

N/A

14,015

Chief Financial Officer

2016

11,995

N/A

N/A

N/A

N/A

N/A

N/A

11,995

Peng Soon Yap(3)

2017

36,438

N/A

N/A

N/A

N/A

N/A

N/A

36,438

Chief Operating Officer

2016

26,779

N/A

N/A

N/A

N/A

N/A

N/A

26,779

_______________  

(1)	Eric Yap was appointed as Chief Executive Officer and as a director on September 1, 2016
(2)	Man Tat Teh was appointed Chief Financial Officer on September 1, 2016
(3)	Peng Soon Yap was appointed Chief Operating Officer on September 1, 2016
(4)	Numan Ijaz resigned as President and Chief Executive Officer on September 1, 2016, and as a director on September 30, 2016
(5)	Alexander Bains resigned as Chief Financial Officer, Secretary, Treasurer on September 1, 2016, and as a director on September 30, 2016

(6) Chui Mean Yap was appointed as a director on September 30, 2016

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

19

Grants of Plan-Based Awards

During the fiscal year ended December 31, 2017 we did not grant any stock options.

Option Exercises and Stock Vested

During our fiscal year ended December 31, 2017 there were no options exercised by our named officers or directors.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 30, 2018, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

20

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Eric Yap K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	84,929,385 Common Direct		52.00	%
Peng Soon Yap K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	9,980,000 Common Direct		6.11	%
Chui Mean Yap K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	18,400,000 Common Direct		11.27	%
Man Tat Teh K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	8,000,000 Common Direct		4.90	%
Kian Chye Teh K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	8,000,000 Common Direct		4.90	%
Directors and Executive Officers as a Group	129,309,385 Common Shares		79.17	%
Chee Hou Yap A-12-6 Pelangi Condo, Jalan Pelangi 9 Taman Pelangi, Sentul, Kuala Lumpur 51000, MY	8,000,000 Common Direct		4.90	%
Chui Chee Yap A-12-6 Pelangi Condo, Jalan Pelangi 9 Taman Pelangi, Sentul, Kuala Lumpur 51000, MY	8,000,000 Common Direct		4.90	%
Chee Hua Yap K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	8,000,000 Common Direct		4.90	%
Yoke Fun Pan K-2-8 2nd Floor, Kuchai Business Park Jalan 1/127 off Jalan Kuchai Lama, Kuala Lumpur MY 58200	8,000,000 Common Direct		4.90	%
Beneficial Holder – 5% or greater as a Group	32,000,000 Common		19.59	%

_______________  

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 30, 2018. As of March 30, 2018 there were 163,329,385 shares of our company’s common stock issued and outstanding.

21

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Director Eric Yap and Chui Mean Yap are father and daughter. No director, executive officer, shareholder or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended December 31, 2017, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

We currently act with two directors, consisting of Eric Yap and Chui Mean Yap.

We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended December 31, 2017 and for fiscal year ended December 31, 2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	December 31, 2017		December 31, 2016
Audit Fees	$	44,940	$	6,996
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	$	44,940	$	6,996

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence

22

PART IV

Item 15. Financial Statements and Exhibits

(a) Financial statements of business acquired.

In accordance with Item 15(a), Tron Group Inc audited financial statements as of, and for the fiscal years ended, December 31, 2017 and 2016, and the accompanying notes, are included in this Annual Report beginning on Page F-4.

(b) Exhibits

Exhibit Number	Description
3.1**	Articles of Incorporation
3.2**	Bylaws
21.1*	Subsidiaries of TRON Group Inc
31.1*	Section 302 Certification by Principal Executive Officer
31.2*	Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
32.1*	Section 906 Certification by the Principal Executive Officer
32.2*	Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer

________

* Filed herewith

** As filed in the Registrant’s Registration Statement on Form S-1 (File No. 333-209166) on January 29, 2016.

23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	TRON GROUP INC.
	(Registrant)
Dated: April 11, 2018	By:	/s/ Eric Yap
		Eric Yap
		Chief Executive Officer and Director
		(Principal Executive Officer)
Dated: April 11, 2018	By:	/s/ Man Tat Teh
		Man Tat Teh
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 11, 2018	By:	/s/ Eric Yap
		Eric Yap
		President, Chief Executive Officer,  Chief Financial Officer, Treasurer and Director
		(Principal Executive Officer,  Principal Financial Officer and Principal Accounting Officer)
Dated: April 11, 2018	By:	/s/ Man Tat Teh
		Man Tat The
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)
Dated: April 11, 2018	By:	/s/ Kian Chye Teh
		Kian Chye Teh
		Secretary
Dated: April 11, 2018	By:	/s/ Chui Mean Yap
		Chui Mean Yap
		Director

24

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2 – F-3
Financial Statements:
Consolidated Balance Sheets as of December 31, 2017 and 2016	F-4
Consolidated Statements of Operations and Comprehensive Loss for Years Ended December 31, 2017 and 2016	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016	F-6
Consolidated Statement of Stockholders’ Equity	F-7
Notes to Consolidated Financial Statements	F-8 – F-18

F-1

  TOTAL ASIA ASSOCIATES (AF002128) (Formerly known as BPL & Co) A Firm registered with US PCAOB and Malaysian MIA   106-2A, Jalan PJU 1/3B, SunwayMas Commercial Centre 47301 Petaling Jaya, Selangor Darul Ehsan Tel : (603) 7805 2850

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of TRON Group Inc.

K-2-8 2nd Floor,

Kuchai Business Park

Jalan 1/127 off Jalan Kuchai Lama,

58200, Kuala Lumpur, Malaysia

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TRON Group INC. (“the Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the each of two years in the year ended of December 31, 2017 and 2016, 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, 2017 and 2016, and the results of its operations and its cash flows for each of two years in the year ended December 31, 2017 and 2016, in conformity with accounting principles generally accepted in the United States of America.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company reported a net loss of $1,220,688 and working capital deficit of $9,210,527 as of December 31, 2017. The Company had total stockholders’ deficit of $8,961,461 as of December 31, 2017 from recurring losses and significant short-term debt obligations maturing in less than one year. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. 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 audits. 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 audits 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.

F-2

Our audits 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 audits 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 audits provide a reasonable basis for our opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ TOTAL ASIA ASSOCIATES

TOTAL ASIA ASSOCIATES

We have served as the Company’s auditor since 2017.

Kuala Lumpur, Malaysia

April 11, 2018

F-3

TRON GROUP INC

CONSOLIDATED BALANCE SHEETS

(Amount expressed in United States Dollars (“US$”), except for number of shares)

			As of December 31,
	Note		2017			2016
ASSETS
Current assets:
Cash and cash equivalents			$	99,730		$	352,238
Accounts receivables, net		4		88,911			187,224
Other receivables, deposits and prepayments				54,920			340,673
Current tax assets				2,027			-
Inventories		5		162,522			180,027
Total current assets				408,110			1,060,162
Non-current assets:
Property, plant and equipment, net		6		257,818			327,531
TOTAL ASSETS			$	665,928		$	1,387,693
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payables, trade			$	310,849		$	298,794
Amounts due to related parties		7		8,359,553			7,278,000
Amount due to a director		8		23,472			3,809
Current portion of obligation under finance lease		9		17,729			15,790
Other payables and accrued liabilities		10		907,034			720,000
Total current liabilities				9,618,637			8,316,393
Long-term liabilities:
Non-current portion of obligation under finance lease		9		8,752			23,861
TOTAL LIABILITIES			$	9,627,389		$	8,340,254
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized, 163,329,385 and 3,329,385 shares issued and outstanding, respectively		11	$	163,329		$	3,329
Additional paid-in-capital				2,697,901			2,857,901
Accumulated other comprehensive income				941,267			1,445,725
Accumulated deficit				(11,879,174	)		(11,050,857	)
Total stockholders’ deficit				(8,076,677	)		(6,743,902	)
Non-controlling interests				(884,784	)		(208,659	)
Total deficit				(8,961,461	)		(6,952,561	)
TOTAL LIABILITIES AND DEFICIT			$	665,928		$	1,387,693

See accompanying notes to consolidated financial statements.

F-4

TRON GROUP INC

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Amount expressed in United States Dollars (“US$”), except for number of shares)

			Years ended December 31,
	Note		2017			2016
Revenues, net			$	1,481,073		$	1,476,235
Cost of revenues				(1,057,748	)		(784,652	)
Gross profit				423,325			691,583
Operating expenses:
General and administrative				(1,656,363	)		(1,602,245	)
Loss from operations				(1,233,038	)		(910,662	)
Other income (expense):
Interest expense				(3,143	)		(1,370	)
Other income				15,910			3,433
Loss before income taxes				(1,220,271	)		(908,599	)
Income tax expense		12		(417	)		-
NET LOSS			$	(1,220,688	)	$	(908,599	)
Net loss attributable to non-controlling interests				416,693			333,078
Net loss attributable to the Company			$	(803,995	)	$	(575,521	)
Other comprehensive income :
- Foreignexchangeadjustment(loss)gain				(788,093	)		345,374
COMPREHENSIVE LOSS				(2,008,781	)		(563,225	)
Comprehensive loss attributable to non-controlling interests				700,328			208,778
Comprehensive loss attributable to the Company			$	(1,308,453	)	$	(354,447	)

See accompanying notes to consolidated financial statements.

F-5

TRON GROUP INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount expressed in United States Dollars (“US$”))

	Years ended December 31
	2017			2016
Cash flows from operating activities:
Net loss	$	(1,220,688	)	$	(908,599	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment		117,212			216,097
Bad debts written off		-			1,604
Deposits written off		246,945			13,390
Impairment loss on accounts receivables		121,320			-
Impairment loss on slow moving inventories		62,304			-
Plant and equipment written off		372			205
Loss on disposal of plant and equipment		-			22
Operating loss before working capital changes		(672,535	)		(677,281	)
Changes in operating assets and liabilities:
Inventories		(44,799	)		27,052
Accounts receivable, net		15,801			(187,244	)
Accounts payable, other payables and accrued liabilities		199,089			32,846
Current tax assets		(2,027	)		-
Net cash used in operating activities		(504,471	)		(804,627	)
Cash flows from investing activities:
Acquisition of additional share in existing subsidiary		(119	)		-
Purchase of property, plant and equipment		(19,247	)		(88,469	)
Proceeds from disposal of plant and equipment		245			724
Net cash used in investing activities		(19,121	)		(87,745	)
Cash flows from financing activities:
Advances from directors		19,663			533
Advances from related parties		1,081,553			441,281
(Repayments) Drawdowns on finance lease		(13,170	)		36,256
Net cash generated from financing activities		1,088,046			478,070
Foreign currency translation adjustment		(816,962	)		302,266
NET CHANGE IN CASH AND CASH EQUIVALENTS		(252,508	)		(112,036	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		352,238			464,274
CASH AND CASH EQUIVALENTS, END OF YEAR	$	99,730		$	352,238
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest	$	3,143		$	1,370
Cash paid for tax	$	2,027		$	-

See accompanying notes to consolidated financial statements.

F-6

TRON GROUP INC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amount expressed in United States Dollars (“US$”), except for number of shares)

	Common stock				Additional			Accumulated other						TRON Group			Non-
	No. of share		Amount		paid-in-capital			comprehensive income			Accumulated  deficit			stockholders’ deficit			controlling interests			Total deficit
Balance as of December 31, 2015		3,329,385	$	3,329	$	2,857,901		$	1,224,651		$	(10,475,336	)	$	(6,389,455	)	$	-		$	(6,389,455	)
Net loss for the year		-		-		-			-			(575,521	)		(575,521	)		(333,078	)		(908,599	)
Foreign currency translation adjustment		-		-		-			221,074			-			221,074			124,300			345,374
Acquisition of subsidiary with non-controlling interest		-		-		-			-			-			-			119			119
Balance as of December 31, 2016		3,329,385	$	3,329	$	2,857,901		$	1,445,725		$	(11,050,857	)	$	(6,743,902	)	$	(208,659	)	$	(6,952,561	)
Shares issued due to reorganization		160,000,000		160,000		(160,000	)		-			-			-			-			-
Net loss for the year		-		-		-			-			(803,995	)		(803,995	)		(416,693	)		(1,220,688	)
Foreign currency translation adjustment		-		-		-			(504,458	)		-			(504,458	)		(283,635	)		(788,093	)
Changes in a subsidiary’s ownership interests		-		-		-			-			(24,322	)		(24,322	)		24,203			(119	)
Balance as of December 31, 2017		163,329,385	$	163,329	$	2,697,901		$	941,267		$	(11,879,174	)	$	(8,076,677	)	$	(884,784	)	$	(8,961,461	)

See accompanying notes to consolidated financial statements.

F-7

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

1. ORGANIZATION AND BUSINESS BACKGROUND

On January 26, 2018, TRON Group Inc. entered into a Share Exchange Agreement to acquired 6,401,500 shares of capital stock of Talk Focus Sdn Bhd (“Talk Focus”) and in exchange issued 3,329,385 restricted shares of its Common Stock at $0.25 per share in acquiring 64.015% in the equity shares of Talk Focus (the “Reverse Merger”) from Eric Yap, the director of TRON Group Inc. Upon completion of the Share Exchange Transaction, the Company’s major shareholder, Eric Yap, also the prior shareholder of Talk Focus then owned approximately 51.05% of the Common Stock of TGRP.

The acquisition of Talk Focus was accounted for as a recapitalization effected by a share exchange, wherein Talk Focus is considered the acquirer for accounting and financial reporting purposes (legal acquiree) with no adjustment to the historical basis of its assets and liabilities. Talk Focus’s Shareholders become the majority shareholders and have control of the Company. TRON Group Inc. was a non-operating public shell prior to the acquisition and as a result of the acquisition of Talk Focus, the Company is no longer a shell company. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered a capital transaction in substance, rather than a business combination. The historical financial statements for periods prior to December 31, 2016 are those of Talk Focus except that the equity section and earnings per share have been retroactively restated to reflect the recapitalization.

The Company is organized for investment holding and its principal place of operation is located at K-2-8, 2^nd floor, Jalan Kuchai Maju 10, Kuchai Entrepreneurs Park, Jalan 1/127 Kuchai Lama, 58200 Kuala Lumpur.

Currently, the Company, through its subsidiaries, is principally engaged in the provision of telecommunication related services in Malaysia.

The Company’s fiscal year end is December 31.

Summary of the Company’s subsidiaries

	Name of entities	Place of incorporation	Date of incorporation	Issued capital	Nature of business	Equity interests owned by the Company
						2017	2016
1.	Talk Focus Sdn. Bhd.	Malaysia	November 10, 2006	10,000,000 issued shares of ordinary shares of MYR 1 each	Provision of telecommunicationrelated services	64.015%	64.015%
	Subsidiaries of Talk Focus
1.	Technology Revolution On Net Distribution Sdn. Bhd.	Malaysia	July 11, 2011	100 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
2.	Technology Revolution On Net Marketing Sdn. Bhd.	Malaysia	July 11, 2011	100 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
3.	Technology Revolution On Net System Sdn. Bhd.	Malaysia	December 12, 2011	100 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
4.	TF Learning Centre Sdn. Bhd.	Malaysia	March 18, 2016	2 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
5.	Tronexus Global Sdn. Bhd.	Malaysia	April 13, 2016	1,000 issued shares of ordinary shares of MYR 1 each	Sales of prepaid sim-cards, reload coupons and other related products through a referral program module	100%	51%

TRON Group INC and its subsidiaries are hereinafter referred to as (the “Company”).

F-8

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

2. GOING CONCERN UNCERTAINTY

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the year ended December 31, 2017, the Company reported a net loss of $1,220,688 and working capital deficit of $9,210,527 as of December 31, 2017. The Company had total stockholders’ deficit of $8,961,461 as of December 31, 2017 from recurring losses and significant short-term debt obligations maturing in less than one year. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due.

These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

· Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

· Use of estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

· Basis of consolidation

The consolidated financial statements include the accounts of Talk Focus and its subsidiaries. All significant inter-company balances and transactions between the Company and its subsidiaries have been eliminated upon consolidation.

During the year, the Company has acquired for 49% remaining equity interests in Tronexus Global Sdn. Bhd. comprising 490 ordinary shares of MYR 1 each.

F-9

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

· Cash and cash equivalents

Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

· Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

· Property, plant and equipment

Property and plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Expected useful life
Furniture and fittings	5 years
Hostel, shop and office equipment	5 years
Computer software and equipment	5 years
Motor vehicles	5 years
Signboard	10 years
Renovation	5 years

Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

· Impairment of long-lived assets

Long-lived assets primarily include goodwill and property, plant and equipment. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment charge for the years presented.

F-10

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

· Finance leases

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

· Revenue recognition

The Company recognizes its revenue in accordance with ASC Topic 605, “Revenue Recognition”, upon the delivery of its products when: (1) title and risk of loss are transferred; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is reasonably assured. The Company’s sale arrangements do not contain general rights of return.

Prepaid telecom revenues are collected by its distributors and/or resellers through the sale of our branded prepaid or reload cards, which are sold in a form of SIM/reload cards to its final customers through its distributors and/or resellers. The sale of SIM, prepaid or reload cards is recognized as revenue when the products are delivered to its distributors and/or resellers, based upon their request. Prepaid cards will expire two years after the date of card production if they have never been activated. The proceeds from the expired cards are recognized as revenue upon expiration of cards.

· Cost of revenues

Cost of revenue consists primarily of cost of SIM and prepaid/reload cards, telecommunication services and traffic charges which are directly attributable to the delivery of telecom service upon the activation of prepaid and/or reload cards.

· Comprehensive income

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.

· Non-controlling interests

Non-controlling interests represent the equity interest in the capital contributions, income and loss of less than wholly-owned and consolidated entities that is not attributable to the Company.

· Income tax expense

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-11

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts major businesses in Malaysia and Indonesia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the local and foreign tax authorities.

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:

	As of and for the year ended December 31,
	2017		2016
Year-end MYR : US$1 exchange rate		4.0620		4.4860
Yearly average MYR : US$1 exchange rate		4.2812		4.1450

· Retirement plan costs

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.

· Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. During the years ended December 31, 2016 and 2015, the Company operates in one reportable operating segment in Malaysia.

F-12

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

· Fair value of financial instruments

The carrying value of the Company’s financial instruments (excluding obligation under finance lease): cash and cash equivalents, time deposits, accounts receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease approximates the carrying amount.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

· Level 1 : Observable inputs such as quoted prices in active markets;

· Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

As of December 31, 2017 and 2016, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

· Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

F-13

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

4. ACCOUNT RECEIVABLES, NET

	As of December 31,
	2017		2016
Trade Receivables due from:
Third parties	$	88,911	$	78,010
Related parties		-		109,214
	$	88,911	$	187,224

Impairment loss on trade receivables for the years ended December 31, 2017 and 2016 amounted to $121,320 and $0, respectively.

5. INVENTORIES

	As of December 31,
	2017		2016
Trading goods	$	162,522	$	180,027

Impairment loss on slow moving inventories for the years ended December 31, 2017 and 2016 amounted to $62,304 and $0, respectively.

6. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of December 31,
	2017			2016
Furniture and fittings	$	76,817		$	75,734
Hostel, shop and office equipment		38,482			34,259
Computer software and equipment		802,123			797,896
Motor vehicles		119,766			119,766
Signboard		8,624			8,512
Renovation		64,479			55,866
		1,110,291			1,092,033
Less: accumulated depreciation		(881,342	)		(752,37	)
Less: foreign translation difference		28,869			(12,126	)
Property, plant and equipment, net	$	257,818		$	327,531

Depreciation expense for the years ended December 31, 2017 and 2016 amounted to $117,212 and $216,097, respectively.

As of December 31, 2017 and 2016, the Company has motor vehicles under finance lease with a carrying value of $85,356 and $109,571, respectively.

7. AMOUNTS DUE TO RELATED PARTIES

The non-trade amounts due to related parties are unsecured, interest-free and payable on demand.

F-14

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

8. AMOUNT DUE TO A DIRECTOR  

The non-trade amount due to a director is unsecured, interest-free and payable on demand

9. OBLIGATION UNDER FINANCE LEASE

The Company purchased motor vehicles under finance lease agreement with the effective interest rate of 2.74% to 3.30% (2016: 2.74% to 3.30%) per annum. The obligation under the finance lease is as follows:

	As of December 31,
	2017			2016
Finance lease	$	27,532		$	42,303
Less: interest expense		(1,051	)		(2,652	)
Net present value of finance lease	$	26,481		$	39,651
Current portion	$	17,729		$	15,790
Non-current portion		8,752			23,861
Total	$	26,481		$	39,651

As of December 31, 2017, the maturities of the finance lease for each of the three years are as follows:

Years ending December 31:
2018	$	17,729
2019		8,752
2020		-
Total	$	26,481

10. OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31,
	2017		2016
Other payables	$	116,325	$	110,607
Accrued liabilities		113,734		90,114
Deferred incomes		676,975		519,279
	$	907,034	$	720,000

11. STOCKHOLDERS’ EQUITY

As of December 31, 2017 and 2016, the number of shares of the Company’s stock issued and outstanding was 163,329,385 and 3,329,385 shares respectively, at par value of US$0.001.

F-15

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

12. INCOME TAX EXPENSE  

The foreign component of loss before income taxes were comprised of the following:

Provision for income taxes consisted of the following:

	Years ended December 31,
	2017		2016
Current	$	417	$	-
Deferred		-		-
	$	417	$	-

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the years presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which it subsidiaries operate, as follows:

Malaysia

All of the Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a progressive income tax rate of 18% (2016:19%) (for Company with paid up capital not more than RM2.5 million and on the first RM 500,000 income) and 24% (2016:24%) (on all income for Company with paid up capital more than RM2.5 million and on the remaining balance of income after the first RM500,000 income charged at 18% (2016:19%) for Company with paid up capital not more than RM2.5 million) on the assessable income for its tax year. A reconciliation of loss before income taxes to the effective tax rate as follows:

	Years ended December 31,
	2017			2016
Loss before income taxes	$	(1,220,271	)	$	(908,599	)
Statutory income tax rate		24	%		24	%
Income tax at statutory tax rate		(292,865	)		(218,064	)
Non-deductible expenses		149,108			179,134
Net operating loss carryforward		143,757			38,930
Under provision in prior year		417			-
Income tax expense	$	417		$	-

Unrecognised deferred tax assets at December 31, 2017 and 2016 are as follows:

	As at December 31,
	2017			2016
Unabsorbed capital allowances	$	182,915		$	815,471
Unabsorbed loss carryforward		7,965,140			7,609,541
		8,148,055			8,425,012
Less: valuation allowance		(8,148,055	)		(8,425,012	)
	$	-		$	-

As of December 31, 2017 and 2016, the Company incurred unabsorbed capital allowances $182,915 and unabsorbed tax losses of $7,965,140 allowance against the deferred tax assets on the expected future tax benefits from the unabsorbed capital allowances and unabsorbed tax losses as the management believes it is more likely than not that these assets will not be realized in the future.

F-16

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

13. PENSION PLAN  

The Company is required to make contribution on behalf of its employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Malaysia. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions made by the Company were $59,753 and $70,085 for the years ended December 31, 2017 and 2016, respectively.

14. CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

There is no single customer who accounted for 10% or more of the Company’s sales during the years ended December 31, 2017 and 2016.

(b) Major vendors

For the years ended December 31, 2017 and 2016, the vendor who accounted for 10% or more of the Company’s purchases is presented as follows:

	Year ended December 31, 2017					December 31, 2017
	Purchase		Percentage of purchase			Trade accounts payable
Vendor A	$	961,752		96	%	$	246,376

	Year ended December 31, 2016					December 31, 2016
	Purchase		Percentage of purchase			Trade accounts payable
Vendor A	$	715,280		96	%	$	155,156

The vendor is located in Malaysia.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Interest rate risk

The Company’s exposure to interest rate risk primarily relates to the interest income generated from excess cash invested in time deposits, and interest expense incurred on finance leases. The Company has not used derivative financial instruments in its investment portfolio in order to reduce this risk. The Company has not been exposed nor does it anticipate being exposed to material risks due to changes in interest rates.

F-17

TRON GROUP INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

(Amount expressed in United States Dollars (“US$”), except for number of shares and stated otherwise)

(e) Exchange rate risk

The reporting currency of the Company is US$. To date the majority of the revenues and costs are denominated in MYR, and a significant portion of the assets and liabilities are denominated in MYR. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$, MYR. If MYR depreciates against US$, the value of MYR revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

(f) Economic and political risks

Substantially all of the Company’s services are conducted in Malaysia and Asian region. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in Malaysia. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia.

15. RELATED PARTIES TRANSACTIONS

	As of December 31, 2017		As of December 31, 2016
Transaction with company in which a shareholder has substantial financial interest
Sales	$	-	$	742
Purchases		-		-
Advances received		1,113,664		1,260,299
Repayment of advances		830,011		545,772

These transactions are carried out at the commercial term in the normal course of business.

16. COMMITMENTS AND CONTINGENCIES

(a) Capital commitment

As of December 31, 2017, the Company does not have any significant capital commitments.

(b) Operating lease commitment

As of December 31, 2017, the Company has no significant future minimum rental payments due under various operating leases in the next twelve months.

17. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2017 up through the issue date of these consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

F-18

EX-10.1

EXHIBIT 10.1

AGREEMENT AND PLAN OF SHARE EXCHANGE

THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of January 26, 2018 by and among, Tron Group Inc., a publicly-owned Nevada corporation (“TRON”), Talk Focus Sdn Bhd., a Malaysian corporation (“Talk Focus”) and one of the shareholders of Talk Focus, a common shareholder of both corporations (“Talk Focus Shareholder”), sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”)

W I T N E S S E T H

A) WHEREAS, TRON is a publicly-owned Nevada corporation with approximately 160,000,000 shares of common stock, 0.001 USD value per share, issued and outstanding (the “TRON Common Stock”) and is quoted on the Over the Counter Bulletin Board under the symbol (“TGRP”).

B) WHEREAS, the Talk Focus Shareholder listed on Schedule I hereto own 6,401,500 shares of common stock issued by Talk Focus (the “Talk Focus Shares”).

C) WHEREAS, the Parties desire that TRON acquire the Talk Focus Shares from the Talk Focus Shareholder in exchange for an aggregate of 3,329,385 newly issued shares of common stock of TRON (the “Exchange Shares”) pursuant to the terms and conditions set forth in this Agreement.

D) WHEREAS, immediately upon consummation of the Closing (as hereinafter defined), the Exchange Shares will be issued to the Talk Focus Shareholder.

E) WHEREAS, following the Closing, Talk Focus will become a subsidiary of TRON.

G) NOW THEREFORE, on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

1

ARTICLE I

PLAN OF EXCHANGE

1.1 The Exchange.  At the Closing (as hereinafter defined), the Talk Focus Shares shall be exchanged for 3,329,385 shares of TRON common stock.  From and after the Closing Date, the certificates or book entry shares formerly representing Talk Focus Shareholder’s shares of common stock of Talk Focus.

1.2 No Dilution.  TRON shall neither effect, nor fix any record date with respect to, any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the TRON Stock between the date of this Agreement and the Effective Time other than the corporate actions authorized by Talk Focus Shareholder.

1.3 Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall occur immediately following the execution of this Agreement providing the closing conditions set forth in Articles V and VI have been satisfied or waived (the “Closing Date”).

1.4 Closing Events.  At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, officers’ certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, and the documents and certificates provided in Sections 5.2, 5.4, 6.2, 6.4 and 6.5, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.  If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by efax, fax, email and/or express courier.  At the Closing, the Exchange Shares shall be issued in the names and denominations provided by Talk Focus.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TALK FOCUS AND THE TALK FOCUS SHAREHOLDERS

As an inducement to, and to obtain the reliance of TRON, Talk Focus represents and warrants as follows:

2.1 Organization.  Talk Focus is a corporation duly organized, validly existing, and in good standing under the laws of the Malaysia.  Talk Focus has the power and is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of Talk Focus’s organizational documents.  Talk Focus has taken all action required by laws, its Certificate of Incorporation, certificate of business registration, or otherwise to authorize the execution and delivery of this Agreement. Talk Focus has full power, authority, and legal right and has taken or will take all action required by law, its Certificate of Incorporation, and otherwise to consummate the transactions herein contemplated.

2

2.2 Capitalization.  All issued and outstanding shares of common stock of Talk Focus are legally issued, fully paid and non-assessable, and were not issued in violation of the pre-emptive or other rights of any person.  Talk Focus has no shares of preferred stock issued and outstanding. Talk Focus has no outstanding options, warrants, or other convertible securities.

2.3 Financial Statements.

(a)   Talk Focus has filed all local income tax returns required to be filed by it from its inception to the date hereof.  All such returns are complete and accurate in all material respects.

(b)    Talk Focus has no undisclosed liabilities with respect to the payment of federal, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which Talk Focus may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(c)     No deficiency for any taxes has been proposed, asserted or assessed against Talk Focus.  There has been no tax audit, nor has there been any notice to Talk Focus by any taxing authority regarding any such tax audit, or, to the knowledge of Talk Focus, is any such tax audit threatened with regard to any taxes or Talk Focus tax returns.  Talk Focus does not expect the assessment of any additional taxes of Talk Focus for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of Talk Focus.

(d)    The books and records, financial and otherwise, of Talk Focus are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

2.4 Information.  The information concerning Talk Focus set forth in this Agreement and the Talk Focus Schedules (as that term is defined herein) are and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date.

2.5 Common Stock Equivalents.  There are no existing options, warrants, calls, commitments of any character or other share equivalents relating to the authorized and unissued Talk Focus common stock.

2.6 Absence of Certain Changes or Events.  Except as set forth in this Agreement or the Talk Focus Schedules (as that term is defined herein):

(a)     except in the normal course of business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of Talk Focus; or (ii) any damage, destruction, or loss to Talk Focus (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Talk Focus;

(b)    Talk Focus has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the ordinary course of business, and except for capital raised by issuance of debt or equity in a private placement or other capital raising transaction deemed advisable by Talk Focus; (ii) paid any material obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilities reflected in or shown on the most recent Talk Focus consolidated balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is material, considering the business of Talk Focus; or (v) issued, delivered, or agreed to issue or deliver any common stock (whether authorized and unissued or held as treasury stock).

3

2.7 Litigation and Proceedings.  There is currently a legal suit going on in Talk Focus, whereby Talk Focus is the plaintiff pursuing compensation from another company in the Malaysian Court on grounds of Breach of Contract.

2.8 No Conflict with Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which Talk Focus is a party or to which any of its properties or operations are subject.

2.9 Contracts.  Talk Focus has provided, or will provide TRON, copies of all material contracts, agreements, franchises, license agreements, or other commitments to which Talk Focus is a party or by which it or any of its assets, products, technology, or properties are bound.

2.10 Compliance with Laws and Regulations.  To the best of its knowledge of the knowledge of the Talk Focus Shareholders, Talk Focus has complied with all applicable statutes and regulations of any national, county, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Talk Focus.

2.11 Approval of Agreement.  The members of Talk Focus’s Board of Directors (the “Talk Focus Board”) and the Talk Focus Shareholders have authorized the execution and delivery of this Agreement by Talk Focus and have approved the transactions contemplated hereby.

2.12 Talk Focus Schedules.  Talk Focus has delivered, or will deliver, as soon as practicable, the following schedules, which are collectively referred to as the “Talk Focus Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement and instruments and data as of such date, all certified by the chief executive officer of Talk Focus as complete, true and correct:

(a)     a schedule containing complete and correct copies of the organizational documents, as amended, of Talk Focus in effect as of the date of this Agreement; and

(b)    a schedule as requested by TRON, containing true and correct copies of all material contracts, agreements, or other instruments to which Talk Focus is a party or by which it or its properties are bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.9.

2.13 Title and Related Matters.  Talk Focus has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the Talk Focus balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a)     statutory liens or claims not yet delinquent; and

(b)    as described in the Talk Focus Schedules.

2.14 Governmental Authorizations.  Talk Focus has all licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Talk Focus of this Agreement and the consummation by Talk Focus of the transactions contemplated hereby.

4

2.15 Continuity of Business Enterprises.  Talk Focus has no commitment or present intention to liquidate Talk Focus or sell or otherwise dispose of a material portion of its business or assets following the consummation of the transactions contemplated hereby.

2.16 Ownership of Talk Focus Shares.  The Talk Focus Shareholder is the legal and beneficial owners of 64% of Talk Focus total common stock, which shareholder is set forth on Schedule I, free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever, and the Talk Focus Shareholder has full right, power, and authority to transfer, assign, convey, and deliver his respective Talk Focus Shares and delivery of such Talk Focus Shares at the Closing will convey to TRON good and marketable title to such The Talk Focus Shares, free and clear of any claims, charges, equities, liens, security interests, and encumbrances except for any such claims, charges, equities, liens, security interests, and encumbrances arising out of such shares being held by TRON.

2.17 Brokers.  Talk Focus has not entered into any contract with any person, firm or other entity that would obligate Talk Focus or TRON to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

2.18 Talk Focus Shareholder Representations. By entering into this Agreement, the Talk Focus Shareholders, individually, represent and warrant the following:

(a)

Talk Focus Shareholder is purchasing the TRON Shares for his own account and for investment purposes only, and has no present intention, agreement or arrangement for the distribution, transfer, assignment, resale or subdivision thereof. The Talk Focus Shareholder understands that, due to the restrictions on transfer set forth in the legend that will be placed on the TRON Share certificates that the TRON Shares must be held for a length of time which cannot be determined as of the date this agreement is signed. The time that Talk Focus Shareholder must hold the Shares before sale could be increased or decreased by the Securities and Exchange Commission or a State Securities Division. IN ADDITION, TALK FOCUS SHAREHOLDER UNDERSTANDS THAT HE IS SUBJECT TO CERTAIN LIMITATIONS ON RESALE AS SET FORTH BELOW.

(b)

Talk Focus Shareholder is fully aware that the TRON Shares subscribed for hereunder have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have been offered pursuant to the exemption from registration contained in Section 4(2) of said Act and Regulation D promulgated thereunder on the ground that no public offering is involved, which reliance is based in part upon the representations set forth herein. Talk Focus Shareholder further understands and agrees that the TRON Shares subscribed for hereunder may not be offered, sold, transferred, pledged or hypothecated to any persons in the absence of registration under the Securities Act of 1933 and applicable state securities laws, or an opinion of counsel satisfactory to the Company that such registration is not required. Talk Focus Shareholder further understands that a legend will be placed on his certificate which sets forth the restrictions set forth herein

5

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TRON

As an inducement to, and to obtain the reliance of Talk Focus, TRON represents and warrants as follows:

3.1 Organization.  TRON is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of TRON’s Articles of Incorporation or bylaws. TRON has taken all action required by law, its Certificate of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and TRON has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, By-Laws, or otherwise to consummate the transactions herein contemplated.

3.2 Capitalization.  TRON’s authorized capitalization (without including pending corporate actions) consists of 500,000,000 shares of Common Stock.  All presently issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person.  The Exchange Shares will be legally issued, fully paid and non-assessable and shall not be issued in violation of the pre-emptive or other rights of any other person.

3.3 Financial Statements.  Except as set forth within its filing of reports with the Securities and Exchange Commission (the "SEC Reports"):

(a)     TRON has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which TRON may be liable in its own right, or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(b)    TRON has filed all federal, state, or state tax returns required to be filed by it from inception.

(c)     The books and records, financial and otherwise, of TRON are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

(d)    No deficiency for any taxes has been proposed, asserted or assessed against TRON.  There has been no tax audit, nor has there been any notice to TRON by any taxing authority regarding any such tax audit, or, to the knowledge of TRON, is any such tax audit threatened with regard to any taxes or TRON tax returns.  TRON does not expect the assessment of any additional taxes of TRON for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of TRON.

(e)     TRON has good and marketable title to its assets and, except as set forth in the TRON Schedules, has no material contingent liabilities, direct or indirect, matured or unmatured.

3.4 Information.  The information concerning TRON set forth in this Agreement is and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date.

3.5 Common Stock Equivalents.  Except as set forth herein, there are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to authorized and unissued stock of TRON.

6

3.6 Absence of Certain Changes or Events.  Except as described herein:

(a)     There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of TRON (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of TRON;

(b)    TRON, (except for pending corporate actions not included herein)  has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of TRON; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees;

(c)     Except for grants made pursuant to any equity or option incentive plan, TRON has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) other than any convertible promissory note(s) issued, borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent TRON balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $1,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); or (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of TRON;

(d)    To the best knowledge of TRON, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of TRON.

3.7 Title and Related Matters.  TRON has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the TRON balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a) statutory liens or claims not yet delinquent; and

(b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties.

3.8 Litigation and Proceedings.  There are no actions, suits, or proceedings pending or, to the knowledge of TRON, threatened by or against or affecting TRON, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, except which has been disclosed in TRON’s filings with the SEC.

7

3.9 Contracts.  TRON is not a party to any material contract, agreement, or other commitment, except as specifically disclosed in its filings with the SEC.

3.10 No Conflict with Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or instrument to which TRON is a party or to which it or any of its assets or operations are subject.

3.11 Governmental Authorizations.  TRON is not required to have any licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by TRON of this Agreement and the consummation by TRON of the transactions contemplated hereby.

3.12 Compliance with Laws and Regulations.  To the best of its knowledge, TRON has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or conditions of TRON or except to the extent that noncompliance would not result in the incurrence of any material liability.

3.13 Insurance.  TRON owns no insurable properties, but does carry director and officer liability insurance.

3.14 Approval of Agreement.  The board of directors of TRON (the “TRON Board”) has authorized the execution and delivery of this Agreement by TRON and has approved this Agreement and the transactions contemplated hereby.

3.15 Material Transactions of Affiliations.  Except as disclosed herein and TRON’s filings with the SEC, there exists no material contract, agreement, or arrangement between TRON and any person who was at the time of such contract, agreement, or arrangement an officer or director and which is to be performed in whole or in part after the date hereof or was entered into not more than two years prior to the date hereof, and which has not been disclose in TRON’s filings with the SEC. Neither any officer or director has, or has had during the last preceding full fiscal year, any known interest in any material transaction with TRON which was material to the business of TRON and which has not been disclosed by TRON in its filings with the SEC.

3.17 Brokers.  TRON has not entered into any contract with any person, firm or other entity that would obligate Talk Focus or TRON to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

ARTICLE IV

SPECIAL COVENANTS

4.1 Access to Properties and Records.  TRON and Talk Focus will each afford to the officers and authorized representatives of the other reasonable access to the properties, books, and records of TRON or Talk Focus in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of TRON or Talk Focus as the other shall from time to time reasonably request.

4.2 Delivery of Books and Records.  At the Closing, Talk Focus shall deliver to TRON, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Talk Focus now in the possession or control of Talk Focus or its representatives and agents.

4.3 Actions Prior to Closing by both Parties.

(a)  From and after the date of this Agreement until the Closing Date and except as permitted or contemplated by this Agreement, TRON and Talk Focus will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

 (b) From and after the date of this Agreement until the Closing Date, neither TRON nor Talk Focus will: (i) make any change in their organizational documents, charter documents or bylaws; (ii) take any action described in Section 2.6 in the case of Talk Focus, or in Section 3.6, in the case of TRON (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services, or (iv) make or change any material tax election, settle or compromise any material tax liability or file any amended tax return.

 4.4 Indemnification. TRON hereby agrees to indemnify Talk Focus and each of the officers, agents and directors of Talk Focus as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article III. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(c) of this Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO OBLIGATIONS OF TRON

The obligations of TRON under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

5.1 Accuracy of Representations; Performance.  The representations and warranties made by Talk Focus in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and Talk Focus shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Talk Focus prior to or at the Closing. TRON may request to be furnished with a certificate, signed by a duly authorized officer of Talk Focus and dated the Closing Date, to the foregoing effect.

8

5.2 Officer’s Certificates.   TRON may request that it be furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Talk Focus to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Talk Focus threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the Talk Focus Schedules, by or against Talk Focus which might result in any material adverse change in any of the assets, properties, business, or operations of Talk Focus.

5.3 No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of Talk Focus, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations.

5.4 Other Items.

(a)     TRON shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as TRON may reasonably request.

(b)     Complete and satisfactory due diligence review of Talk Focus by TRON.

(c)     Approval of the Agreement by the Talk Focus Board and the Talk Focus Shareholders.

(d)    Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from Talk Focus’s lenders, creditors, vendors and lessors.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF TALK FOCUS

The obligations of Talk Focus under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

6.1 Accuracy of Representations; Performance.  The representations and warranties made by TRON in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and TRON shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by TRON prior to or at the Closing.  

6.2 Officer’s Certificate.  Upon the request of Talk Focus, it shall be furnished with a certificate dated the Closing Date and signed by a duly authorized executive officer of TRON to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of TRON threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

6.3 No Material Adverse Change.  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of TRON nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of TRON.

9

6.4 Other Items.

(a)  Talk Focus shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Talk Focus may reasonably request.

(b)  Complete and satisfactory due diligence review of TRON by Talk Focus.

(c)  Approval of the Agreement by the TRON Board and the stockholders of TRON.

(d) There shall have been no material adverse changes in TRON, financial or otherwise.

ARTICLE VII

MISCELLANEOUS

7.1 Governing Law.  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of the state of Washington.  Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a single arbitrator by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration will be conducted in Bellevue, Washington. The decision of the arbitrator will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction.

7.2 Notices.  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

7.3 Attorney’s Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

7.4 Confidentiality. TRON, on the one hand, and Talk Focus and the Talk Focus Shareholder, on the other hand, will keep confidential all information and materials regarding the other Party designated by such Party as confidential.  The provisions of this Section 7.4 shall not apply to any information which is or shall become part of the public domain through no fault of the Party subject to the obligation from a third party with a right to disclose such information free of obligation of confidentiality. TRON and Talk Focus agree that no public disclosure will be made by either Party of the existence of the Transaction or the letter of intent or any of its terms without first advising the other Party and obtaining its prior written consent to the proposed disclosure, unless such disclosure is required by law, regulation or stock exchange rule. Notwithstanding the aforesaid, the parties understand and agree that this Agreement must and will be filed with the SEC a TRON material event.

10

7.5 Expenses.  Except as otherwise set forth herein, each party shall bear its own costs and expenses associated with the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, all costs and expenses incurred by Talk Focus and TRON after the Closing shall be borne by the surviving entity.  After the Closing, the costs and expenses of the Talk Focus Shareholder shall be borne by the Talk Focus Shareholder.

7.6 Third Party Beneficiaries.  This contract is solely between TRON, Talk Focus and the Talk Focus Shareholder, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third-party beneficiary of this Agreement.

7.7 Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the Transaction. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

7.8 Survival.  The representations and warranties of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated.

7.9 Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Signatures may be made electronically and transmitted via electronic mail, facsimile or other similar electronic medium commonly used at the time. Signatures transmitted electronically will be considered originals when received.

7.10 Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

11

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above-written.

TRON GROUP INC., a Nevada corporation
By:
Its :	CEO
TALK FOCUS SDN. BHD., a Malaysian corporation
By :
Its :	DIRECTOR

12

SCHEDULE I

Dated:  January 26, 2018

The following person are the one of owners of the capital stock of Talk Focus:

SCHEDULE 1

TALK FOCUS SDN BHD. SHARES

Shareholders	Common Stock		% of ownership
DATO SRI DR ERIC YAP		6,401,500	64.015%
Total Held		6,401,500		64.015	%

13

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF TRON GROUP, INC.

Name	Jurisdiction of Incorporation/Formation
Talk Focus Sdn Bhd	Malaysia
Technology Revolution On Net System Sdn Bhd	Malaysia
Technology Revolution On Net Distribution Sdn Bhd	Malaysia
Technology Revolution On Net Marketing Sdn Bhd	Malaysia
TF Learning Centre Sdn Bhd	Malaysia
Tronexus Global Sdn Bhd	Malaysia

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Yap, certify that:

1.	I have reviewed this annual report on Form 10-K of TRON Group Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2018

/s/ Eric Yap

Eric Yap

Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Man Tat Teh, certify that:

1.	I have reviewed this annual report on Form 10-K of TRON Group Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 11, 2018

/s/ Man Tat Teh

Man Tat Teh

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Yap, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Annual Report on Form 10-K of TRON Group Inc. for the period ended December 31, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TRON Group Inc.

Dated: April 11, 2018	/s/ Eric Yap
	Eric Yap
	Chief Executive Officer and Director (Principal Executive Officer)
	TRON Group Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TRON Group Inc. and will be retained by TRON Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Man Tat Teh, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Annual Report on Form 10-K of TRON Group Inc. for the period ended December 31, 2017 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of TRON Group Inc.

Dated: April 11, 2018	/s/ Man Tat Teh
	Man Tat Teh
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	TRON Group Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to TRON Group Inc. and will be retained by TRON Group Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 30, 2018	Jun. 30, 2017
Document and Entity Information:
Entity Registrant Name	TRON GROUP INC.
Entity Central Index Key	0001658605
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		163,329,385
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 99,730	$ 352,238
Accounts receivables, net	88,911	187,224
Other receivables, deposits and prepayments	54,920	340,673
Current tax assets	2,027
Inventories	162,522	180,027
Total Current Assets	408,110	1,060,162
Non-current assets:
Property, plant and equipment, net	257,818	327,531
TOTAL ASSETS	665,928	1,387,693
Current liabilities:
Accounts payables, trade	310,849	298,794
Amounts due to related parties	8,359,553	7,278,000
Amount due to a director	23,472	3,809
Current portion of obligation under finance lease	17,729	15,790
Other payables and accrued liabilities	907,034	720,000
Total Current Liabilities	9,618,637	8,316,393
Long-term liabilities:
Non-current portion of obligation under finance lease	8,752	23,861
TOTAL LIABILITIES	9,627,389	8,340,254
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized, 163,329,385 and 3,329,385 shares issued and outstanding, respectively	163,329	3,329
Additional paid-in-capital	2,697,901	2,857,901
Accumulated other comprehensive income	941,267	1,445,725
Accumulated deficit	(11,879,174)	(11,050,857)
Total Stockholders' Deficit	(8,076,677)	(6,743,902)
Non-controlling interests	(884,784)	(208,659)
Total deficit	(8,961,461)	(6,952,561)
TOTAL LIABILITIES AND DEFICIT	$ 665,928	$ 1,387,693

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Deficit
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	163,329,385	3,329,385
Common stock, shares outstanding	163,329,385	3,329,385

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Statements Of Operations
Revenues, net	$ 1,481,073	$ 1,476,235
Cost of revenues	(1,057,748)	(784,652)
Gross profit	423,325	691,583
Operating expenses:
General and administrative	(1,656,363)	(1,602,245)
Loss from operations	(1,233,038)	(910,662)
Other income (expense):
Interest expense	(3,143)	(1,370)
Other income	15,910	3,433
Loss before income taxes	(1,220,271)	(908,599)
Income tax expense	(417)
NET LOSS	(1,220,688)	(908,599)
Net loss attributable to non-controlling interests	416,693	333,078
Net loss attributable to the Company	(803,995)	(575,521)
Other comprehensive income :
Foreign exchange adjustment (loss) gain	(788,093)	345,374
COMPREHENSIVE LOSS	(2,008,781)	(563,225)
Comprehensive loss attributable to non-controlling interests	700,328	208,778
Comprehensive loss attributable to the Company	$ (1,308,453)	$ (354,447)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (1,220,688)	$ (908,599)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment	117,212	216,097
Bad debts written off		1,604
Deposits written off	246,945	13,390
Impairment loss on accounts receivables	121,320
Impairment loss on slow moving inventories	62,304
Plant and equipment written off	372	205
Loss on disposal of plant and equipment		22
Operating loss before working capital changes	(672,535)	(677,281)
Changes in operating assets and liabilities:
Inventories	(44,799)	27,052
Accounts receivable, net	15,801	(187,244)
Accounts payable, other payables and accrued liabilities	199,089	32,846
Current tax assets	(2,027)
Net cash used in operating activities	(504,471)	(804,627)
Cash flows from investing activities:
Acquisition of additional share in existing subsidiary	(119)
Purchase of property, plant and equipment	(19,247)	(88,469)
Proceeds from disposal of plant and equipment	245	724
Net cash used in investing activities	(19,121)	(87,745)
Cash flows from financing activities:
Advances from directors	19,663	533
Advances from related parties	1,081,553	441,281
(Repayments) Drawdowns on finance lease	(13,170)	36,256
Net cash generated from financing activities	1,088,046	478,070
Foreign currency translation adjustment	(816,962)	302,266
NET CHANGE IN CASH AND CASH EQUIVALENTS	(252,508)	(112,036)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	352,238	464,274
CASH AND CASH EQUIVALENTS, END OF YEAR	99,730	352,238
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest	3,143	1,370
Cash paid for tax	$ 2,027

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated other comprehensive income	Accumulated deficit	TRON Group stockholders’deficit	Non-controlling interests	Total
Beginning Balance, Shares at Dec. 31, 2015	3,329,385
Beginning Balance, Amount at Dec. 31, 2015	$ 3,329	$ 2,857,901	$ 1,224,651	$ (10,475,336)	$ (6,389,455)		$ (6,389,455)
Net loss for the year				(575,521)	(575,521)	(333,078)	(908,599)
Foreign currency translation adjustment			221,074		221,074	124,300	345,374
Acquisition of subsidiary with non-controlling interest						119	119
Ending Balance, Shares at Dec. 31, 2016	3,329,385
Ending Balance, Amount at Dec. 31, 2016	$ 3,329	2,857,901	1,445,725	(11,050,857)	(6,743,902)	(208,659)	(6,952,561)
Shares issued due to reorganization, Shares	160,000,000
Shares issued due to reorganization, Amount	$ 160,000	(160,000)
Net loss for the year				(803,995)	(803,995)	(416,693)	(1,220,688)
Foreign currency translation adjustment			(504,458)		(504,458)	(283,635)	(788,093)
Changes in a subsidiary's ownership interests				(24,322)	(24,322)	24,203	(119)
Ending Balance, Shares at Dec. 31, 2017	163,329,385
Ending Balance, Amount at Dec. 31, 2017	$ 163,329	$ 2,697,901	$ 941,267	$ (11,879,174)	$ (8,076,677)	$ (884,784)	$ (8,961,461)

XML

ORGANIZATION AND BUSINESS BACKGROUND

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

On January 26, 2018, TRON Group Inc. entered into a Share Exchange Agreement to acquired 6,401,500 shares of capital stock of Talk Focus Sdn Bhd (“Talk Focus”) and in exchange issued 3,329,385 restricted shares of its Common Stock at $0.25 per share in acquiring 64.015% in the equity shares of Talk Focus (the “Reverse Merger”) from Eric Yap, the director of TRON Group Inc. Upon completion of the Share Exchange Transaction, the Company’s major shareholder, Eric Yap, also the prior shareholder of Talk Focus then owned approximately 51.05% of the Common Stock of TGRP.

The acquisition of Talk Focus was accounted for as a recapitalization effected by a share exchange, wherein Talk Focus is considered the acquirer for accounting and financial reporting purposes (legal acquiree) with no adjustment to the historical basis of its assets and liabilities. Talk Focus’s Shareholders become the majority shareholders and have control of the Company. TRON Group Inc. was a non-operating public shell prior to the acquisition and as a result of the acquisition of Talk Focus, the Company is no longer a shell company. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell with nominal net assets is considered a capital transaction in substance, rather than a business combination. The historical financial statements for periods prior to December 31, 2016 are those of Talk Focus except that the equity section and earnings per share have been retroactively restated to reflect the recapitalization.

The Company is organized for investment holding and its principal place of operation is located at K-2-8, 2^nd floor, Jalan Kuchai Maju 10, Kuchai Entrepreneurs Park, Jalan 1/127 Kuchai Lama, 58200 Kuala Lumpur.

Currently, the Company, through its subsidiaries, is principally engaged in the provision of telecommunication related services in Malaysia.

The Company’s fiscal year end is December 31.

Summary of the Company’s subsidiaries

	Name of entities	Place of incorporation	Date of incorporation	Issued capital	Nature of business	Equity interests owned by the Company
						2017	2016
1.	Talk Focus Sdn. Bhd.	Malaysia	November 10, 2006	10,000,000 issued shares of ordinary shares of MYR 1 each	Provision of telecommunicationrelated services	64.015%	64.015%
	Subsidiaries of Talk Focus
1.	Technology Revolution On Net Distribution Sdn. Bhd.	Malaysia	July 11, 2011	100 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
2.	Technology Revolution On Net Marketing Sdn. Bhd.	Malaysia	July 11, 2011	100 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
3.	Technology Revolution On Net System Sdn. Bhd.	Malaysia	December 12, 2011	100 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
4.	TF Learning Centre Sdn. Bhd.	Malaysia	March 18, 2016	2 issued shares of ordinary shares of MYR 1 each	Dormant	100%	100%
5.	Tronexus Global Sdn. Bhd.	Malaysia	April 13, 2016	1,000 issued shares of ordinary shares of MYR 1 each	Sales of prepaid sim-cards, reload coupons and other related products through a referral program module	100%	51%

TRON Group INC and its subsidiaries are hereinafter referred to as (the “Company”).

XML

GOING CONCERN UNCERTAINTY

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 2 - GOING CONCERN UNCERTAINTY

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

For the year ended December 31, 2017, the Company reported a net loss of $1,220,688 and working capital deficit of $9,210,527 as of December 31, 2017. The Company had total stockholders’ deficit of $8,961,461 as of December 31, 2017 from recurring losses and significant short-term debt obligations maturing in less than one year. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due.

These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

· Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

· Use of estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

· Basis of consolidation

The consolidated financial statements include the accounts of Talk Focus and its subsidiaries. All significant inter-company balances and transactions between the Company and its subsidiaries have been eliminated upon consolidation.

During the year, the Company has acquired for 49% remaining equity interests in Tronexus Global Sdn. Bhd. comprising 490 ordinary shares of MYR 1 each.

· Cash and cash equivalents

Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

· Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

· Property, plant and equipment

Property and plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Expected useful life
Furniture and fittings	5 years
Hostel, shop and office equipment	5 years
Computer software and equipment	5 years
Motor vehicles	5 years
Signboard	10 years
Renovation	5 years

Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

· Impairment of long-lived assets

Long-lived assets primarily include goodwill and property, plant and equipment. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment charge for the years presented.

· Finance leases

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

· Revenue recognition

The Company recognizes its revenue in accordance with ASC Topic 605, “Revenue Recognition”, upon the delivery of its products when: (1) title and risk of loss are transferred; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is reasonably assured. The Company’s sale arrangements do not contain general rights of return.

Prepaid telecom revenues are collected by its distributors and/or resellers through the sale of our branded prepaid or reload cards, which are sold in a form of SIM/reload cards to its final customers through its distributors and/or resellers. The sale of SIM, prepaid or reload cards is recognized as revenue when the products are delivered to its distributors and/or resellers, based upon their request. Prepaid cards will expire two years after the date of card production if they have never been activated. The proceeds from the expired cards are recognized as revenue upon expiration of cards.

· Cost of revenues

Cost of revenue consists primarily of cost of SIM and prepaid/reload cards, telecommunication services and traffic charges which are directly attributable to the delivery of telecom service upon the activation of prepaid and/or reload cards.

· Comprehensive income

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.

· Non-controlling interests

Non-controlling interests represent the equity interest in the capital contributions, income and loss of less than wholly-owned and consolidated entities that is not attributable to the Company.

· Income tax expense

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts major businesses in Malaysia and Indonesia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the local and foreign tax authorities.

· Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:

	As of and for the year ended December 31,
	2017		2016
Year-end MYR : US$1 exchange rate		4.0620		4.4860
Yearly average MYR : US$1 exchange rate		4.2812		4.1450

· Retirement plan costs

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.

· Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

· Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. During the years ended December 31, 2016 and 2015, the Company operates in one reportable operating segment in Malaysia.

· Fair value of financial instruments

The carrying value of the Company’s financial instruments (excluding obligation under finance lease): cash and cash equivalents, time deposits, accounts receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease approximates the carrying amount.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

· Level 1 : Observable inputs such as quoted prices in active markets;

· Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

As of December 31, 2017 and 2016, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

· Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

XML

ACCOUNT RECEIVABLES, NET

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 4 - ACCOUNT RECEIVABLES, NET

	As of December 31,
	2017		2016
Trade Receivables due from:
Third parties	$	88,911	$	78,010
Related parties		-		109,214
	$	88,911	$	187,224

Impairment loss on trade receivables for the years ended December 31, 2017 and 2016 amounted to $121,320 and $0, respectively.

XML

INVENTORIES

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 5 - INVENTORIES

	As of December 31,
	2017		2016
Trading goods	$	162,522	$	180,027

Impairment loss on slow moving inventories for the years ended December 31, 2017 and 2016 amounted to $62,304 and $0, respectively.

XML

PROPERTY, PLANT AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of December 31,
	2017			2016
Furniture and fittings	$	76,817		$	75,734
Hostel, shop and office equipment		38,482			34,259
Computer software and equipment		802,123			797,896
Motor vehicles		119,766			119,766
Signboard		8,624			8,512
Renovation		64,479			55,866
		1,110,291			1,092,033
Less: accumulated depreciation		(881,342	)		(752,37	)
Less: foreign translation difference		28,869			(12,126	)
Property, plant and equipment, net	$	257,818		$	327,531

Depreciation expense for the years ended December 31, 2017 and 2016 amounted to $117,212 and $216,097, respectively.

As of December 31, 2017 and 2016, the Company has motor vehicles under finance lease with a carrying value of $85,356 and $109,571, respectively.

XML

AMOUNTS DUE TO RELATED PARTIES

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 7 - AMOUNTS DUE TO RELATED PARTIES

The non-trade amounts due to related parties are unsecured, interest-free and payable on demand.

XML

AMOUNT DUE TO A DIRECTOR

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 8 - AMOUNT DUE TO A DIRECTOR

The non-trade amount due to a director is unsecured, interest-free and payable on demand

XML

OBLIGATION UNDER FINANCE LEASE

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 9 - OBLIGATION UNDER FINANCE LEASE

The Company purchased motor vehicles under finance lease agreement with the effective interest rate of 2.74% to 3.30% (2016: 2.74% to 3.30%) per annum. The obligation under the finance lease is as follows:

	As of December 31,
	2017			2016
Finance lease	$	27,532		$	42,303
Less: interest expense		(1,051	)		(2,652	)
Net present value of finance lease	$	26,481		$	39,651
Current portion	$	17,729		$	15,790
Non-current portion		8,752			23,861
Total	$	26,481		$	39,651

As of December 31, 2017, the maturities of the finance lease for each of the three years are as follows:

Years ending December 31:
2018	$	17,729
2019		8,752
2020		-
Total	$	26,481

XML

OTHER PAYABLES AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 10 - OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31,
	2017		2016
Other payables	$	116,325	$	110,607
Accrued liabilities		113,734		90,114
Deferred incomes		676,975		519,279
	$	907,034	$	720,000

XML

STOCKHOLDERS? EQUITY

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 11 - STOCKHOLDERS? EQUITY

As of December 31, 2017 and 2016, the number of shares of the Company’s stock issued and outstanding was 163,329,385 and 3,329,385 shares respectively, at par value of US$0.001.

XML

INCOME TAX EXPENSE

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 12 - INCOME TAX EXPENSE

The foreign component of loss before income taxes were comprised of the following:

Provision for income taxes consisted of the following:

	Years ended December 31,
	2017		2016
Current	$	417	$	-
Deferred		-		-
	$	417	$	-

The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the years presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which it subsidiaries operate, as follows:

Malaysia

All of the Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a progressive income tax rate of 18% (2016:19%) (for Company with paid up capital not more than RM2.5 million and on the first RM 500,000 income) and 24% (2016:24%) (on all income for Company with paid up capital more than RM2.5 million and on the remaining balance of income after the first RM500,000 income charged at 18% (2016:19%) for Company with paid up capital not more than RM2.5 million) on the assessable income for its tax year. A reconciliation of loss before income taxes to the effective tax rate as follows:

	Years ended December 31,
	2017			2016
Loss before income taxes	$	(1,220,271	)	$	(908,599	)
Statutory income tax rate		24	%		24	%
Income tax at statutory tax rate		(292,865	)		(218,064	)
Non-deductible expenses		149,108			179,134
Net operating loss carryforward		143,757			38,930
Under provision in prior year		417			-
Income tax expense	$	417		$	-

Unrecognised deferred tax assets at December 31, 2017 and 2016 are as follows:

	As at December 31,
	2017			2016
Unabsorbed capital allowances	$	182,915		$	815,471
Unabsorbed loss carryforward		7,965,140			7,609,541
		8,148,055			8,425,012
Less: valuation allowance		(8,148,055	)		(8,425,012	)
	$	-		$	-

As of December 31, 2017 and 2016, the Company incurred unabsorbed capital allowances $182,915 and unabsorbed tax losses of $7,965,140 allowance against the deferred tax assets on the expected future tax benefits from the unabsorbed capital allowances and unabsorbed tax losses as the management believes it is more likely than not that these assets will not be realized in the future.

XML

PENSION PLAN

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 13 - PENSION PLAN

The Company is required to make contribution on behalf of its employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Malaysia. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions made by the Company were $59,753 and $70,085 for the years ended December 31, 2017 and 2016, respectively.

XML

CONCENTRATIONS OF RISK

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 14 - CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

There is no single customer who accounted for 10% or more of the Company’s sales during the years ended December 31, 2017 and 2016.

(b) Major vendors

For the years ended December 31, 2017 and 2016, the vendor who accounted for 10% or more of the Company’s purchases is presented as follows:

	Year ended December 31, 2017					December 31, 2017
	Purchase		Percentage of purchase			Trade accounts payable
Vendor A	$	961,752		96	%	$	246,376

	Year ended December 31, 2016					December 31, 2016
	Purchase		Percentage of purchase			Trade accounts payable
Vendor A	$	715,280		96	%	$	155,156

The vendor is located in Malaysia.

(c) Credit risk

Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Interest rate risk

The Company’s exposure to interest rate risk primarily relates to the interest income generated from excess cash invested in time deposits, and interest expense incurred on finance leases. The Company has not used derivative financial instruments in its investment portfolio in order to reduce this risk. The Company has not been exposed nor does it anticipate being exposed to material risks due to changes in interest rates.

(e) Exchange rate risk

The reporting currency of the Company is US$. To date the majority of the revenues and costs are denominated in MYR, and a significant portion of the assets and liabilities are denominated in MYR. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$, MYR. If MYR depreciates against US$, the value of MYR revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.

(f) Economic and political risks

Substantially all of the Company’s services are conducted in Malaysia and Asian region. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in Malaysia. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Malaysia.

XML

RELATED PARTIES TRANSACTIONS

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 15 - RELATED PARTIES TRANSACTIONS

	As of December 31, 2017		As of December 31, 2016
Transaction with company in which a shareholder has substantial financial interest
Sales	$	-	$	742
Purchases		-		-
Advances received		1,113,664		1,260,299
Repayment of advances		830,011		545,772

These transactions are carried out at the commercial term in the normal course of business.

XML

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 16 - COMMITMENTS AND CONTINGENCIES

(a) Capital commitment

As of December 31, 2017, the Company does not have any significant capital commitments.

(b) Operating lease commitment

As of December 31, 2017, the Company has no significant future minimum rental payments due under various operating leases in the next twelve months.

XML

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

NOTE 17 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2017 up through the issue date of these consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2017

Summary Of Significant Accounting Policies Policies

Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Use of estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

Basis of consolidation

The consolidated financial statements include the accounts of Talk Focus and its subsidiaries. All significant inter-company balances and transactions between the Company and its subsidiaries have been eliminated upon consolidation.

During the year, the Company has acquired for 49% remaining equity interests in Tronexus Global Sdn. Bhd. comprising 490 ordinary shares of MYR 1 each.

Cash and cash equivalents

Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on managements’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. The Company considers the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Property, plant and equipment

Property and plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational:

Categories	Expected useful life
Furniture and fittings	5 years
Hostel, shop and office equipment	5 years
Computer software and equipment	5 years
Motor vehicles	5 years
Signboard	10 years
Renovation	5 years

Expenditure for maintenance and repairs is expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.

Impairment of long-lived assets

Long-lived assets primarily include goodwill and property, plant and equipment. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as a significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment charge for the years presented.

Finance leases

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

Revenue recognition

The Company recognizes its revenue in accordance with ASC Topic 605, “Revenue Recognition”, upon the delivery of its products when: (1) title and risk of loss are transferred; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is reasonably assured. The Company’s sale arrangements do not contain general rights of return.

Prepaid telecom revenues are collected by its distributors and/or resellers through the sale of our branded prepaid or reload cards, which are sold in a form of SIM/reload cards to its final customers through its distributors and/or resellers. The sale of SIM, prepaid or reload cards is recognized as revenue when the products are delivered to its distributors and/or resellers, based upon their request. Prepaid cards will expire two years after the date of card production if they have never been activated. The proceeds from the expired cards are recognized as revenue upon expiration of cards.

Cost of revenues

Cost of revenue consists primarily of cost of SIM and prepaid/reload cards, telecommunication services and traffic charges which are directly attributable to the delivery of telecom service upon the activation of prepaid and/or reload cards.

Comprehensive income

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.

Non-controlling interests

Non-controlling interests represent the equity interest in the capital contributions, income and loss of less than wholly-owned and consolidated entities that is not attributable to the Company.

Income tax expense

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts major businesses in Malaysia and Indonesia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the local and foreign tax authorities.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company maintains its books and record in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective years:

	As of and for the year ended December 31,
	2017		2016
Year-end MYR : US$1 exchange rate		4.0620		4.4860
Yearly average MYR : US$1 exchange rate		4.2812		4.1450

Retirement plan costs

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. During the years ended December 31, 2016 and 2015, the Company operates in one reportable operating segment in Malaysia.

Fair value of financial instruments

The carrying value of the Company’s financial instruments (excluding obligation under finance lease): cash and cash equivalents, time deposits, accounts receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease approximates the carrying amount.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

· Level 1 : Observable inputs such as quoted prices in active markets;

· Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

As of December 31, 2017 and 2016, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. In August 2015, the FASB issued an Accounting Standards Update to defer by one year the effective dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and 2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those years. The Company is evaluating this ASU and has not determined the effect of this standard on its ongoing financial reporting.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2017

Summary Of Significant Accounting Policies Tables

Property, plant and equipment

Categories	Expected useful life
Furniture and fittings	5 years
Hostel, shop and office equipment	5 years
Computer software and equipment	5 years
Motor vehicles	5 years
Signboard	10 years
Renovation	5 years

Foreign currencies translation

	As of and for the year ended December 31,
	2017		2016
Year-end MYR : US$1 exchange rate		4.0620		4.4860
Yearly average MYR : US$1 exchange rate		4.2812		4.1450

XML

ACCOUNT RECEIVABLES, NET (Tables)

12 Months Ended

Dec. 31, 2017

Account Receivables Net Tables

ACCOUNT RECEIVABLES, NET

	As of December 31,
	2017		2016
Trade Receivables due from:
Third parties	$	88,911	$	78,010
Related parties		-		109,214
	$	88,911	$	187,224

XML

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2017

Inventories Tables

INVENTORIES

	As of December 31,
	2017		2016
Trading goods	$	162,522	$	180,027

XML

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2017

Property Plant And Equipment Net Tables

Property, plant and equipment

	As of December 31,
	2017			2016
Furniture and fittings	$	76,817		$	75,734
Hostel, shop and office equipment		38,482			34,259
Computer software and equipment		802,123			797,896
Motor vehicles		119,766			119,766
Signboard		8,624			8,512
Renovation		64,479			55,866
		1,110,291			1,092,033
Less: accumulated depreciation		(881,342	)		(752,37	)
Less: foreign translation difference		28,869			(12,126	)
Property, plant and equipment, net	$	257,818		$	327,531

XML

OBLIGATION UNDER FINANCE LEASE (Tables)

12 Months Ended

Dec. 31, 2017

Obligation Under Finance Lease Tables

Obligation under finance lease

	As of December 31,
	2017			2016
Finance lease	$	27,532		$	42,303
Less: interest expense		(1,051	)		(2,652	)
Net present value of finance lease	$	26,481		$	39,651
Current portion	$	17,729		$	15,790
Non-current portion		8,752			23,861
Total	$	26,481		$	39,651

Maturities of the finance lease

Years ending December 31:
2018	$	17,729
2019		8,752
2020		-
Total	$	26,481

XML

OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2017

Other Payables And Accrued Liabilities Tables

OTHER PAYABLES AND ACCRUED LIABILITIES

	As of December 31,
	2017		2016
Other payables	$	116,325	$	110,607
Accrued liabilities		113,734		90,114
Deferred incomes		676,975		519,279
	$	907,034	$	720,000

XML

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Tables

Schedule of provision for income tax

	Years ended December 31,
	2017		2016
Current	$	417	$	-
Deferred		-		-
	$	417	$	-

A reconciliation of income taxes

	Years ended December 31,
	2017			2016
Loss before income taxes	$	(1,220,271	)	$	(908,599	)
Statutory income tax rate		24	%		24	%
Income tax at statutory tax rate		(292,865	)		(218,064	)
Non-deductible expenses		149,108			179,134
Net operating loss carryforward		143,757			38,930
Under provision in prior year		417			-
Income tax expense	$	417		$	-

Schedule of deferred tax assets

	As at December 31,
	2017			2016
Unabsorbed capital allowances	$	182,915		$	815,471
Unabsorbed loss carryforward		7,965,140			7,609,541
		8,148,055			8,425,012
Less: valuation allowance		(8,148,055	)		(8,425,012	)
	$	-		$	-

XML

CONCENTRATIONS OF RISK (Tables)

12 Months Ended

Dec. 31, 2017

Concentrations Of Risk Tables

CONCENTRATIONS OF RISK

For the years ended December 31, 2017 and 2016, the vendor who accounted for 10% or more of the Company’s purchases is presented as follows:

	Year ended December 31, 2017					December 31, 2017
	Purchase		Percentage of purchase			Trade accounts payable
Vendor A	$	961,752		96	%	$	246,376

	Year ended December 31, 2016					December 31, 2016
	Purchase		Percentage of purchase			Trade accounts payable
Vendor A	$	715,280		96	%	$	155,156

XML

RELATED PARTIES TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2017

Related Parties Transactions Tables

RELATED PARTIES TRANSACTIONS

	As of December 31, 2017		As of December 31, 2016
Transaction with company in which a shareholder has substantial financial interest
Sales	$	-	$	742
Purchases		-		-
Advances received		1,113,664		1,260,299
Repayment of advances		830,011		545,772

XML

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - $ / shares

1 Months Ended

Jan. 26, 2018

Dec. 31, 2017

Dec. 31, 2016

Common stock per share

$ 0.001

$ 0.001

Share Exchange Agreement [Member] | Talk Focus [Member]

Capital stock acquired

6,401,500

Restricted common stock issued

3,329,385

Common stock per share

$ 0.25

Business background description

64.015% in the equity shares of Talk Focus (the “Reverse Merger”) from Eric Yap, the director of TRON Group Inc. Upon completion of the Share Exchange Transaction, the Company’s major shareholder, Eric Yap, also the prior shareholder of Talk Focus then owned approximately 51.05% of the Common Stock of TGRP.

XML

GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Going Concern Uncertainty Details Narrative
Net loss	$ (1,220,688)	$ (908,599)
Working capital deficit	9,210,527
Stockholders' deficit	$ (8,961,461)	$ (6,952,561)	$ (6,389,455)

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2017
Furniture and fittings [Member]
Expected useful life	5 years
Hostel shop and office equipment [Member]
Expected useful life	5 years
Computer software and equipment [Member]
Expected useful life	5 years
Motor vehicles [Member]
Expected useful life	5 years
Signboard [Member]
Expected useful life	10 years
Renovation [Member]
Expected useful life	5 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - MYR : US$1 [Member]	Dec. 31, 2017	Dec. 31, 2016
Year-end exchange rate	4.0620
Yearly average exchange rate	4.2812
Year-end exchange rate		4.4860
Yearly average exchange rate		4.1450

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)

12 Months Ended

Dec. 31, 2017

Finance leases description

(i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value.

Tronexus Global [Member]

Remaining equity interests acquired

49.00%

XML

ACCOUNT RECEIVABLES, NET (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Trade Receivables due from	$ 88,911	$ 187,224
Related parties [Member]
Trade Receivables due from		109,214
Third parties [Member]
Trade Receivables due from	$ 88,911	$ 78,010

XML

ACCOUNT RECEIVABLES, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Account Receivables Net Details Narrative
Impairment loss on trade receivables	$ 121,320

XML

INVENTORIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Inventories Details
Trading goods	$ 162,522	$ 180,027

XML

INVENTORIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Inventories Details Narrative
Impairment loss on moving inventories	$ 62,304

XML

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property Plant And Equipment Net Details
Furniture and fittings	$ 76,817	$ 75,734
Hostel, shop and office equipment	38,482	34,259
Computer software and equipment	802,123	797,896
Motor vehicles	119,766	119,766
Signboard	8,624	8,512
Renovation	64,479	55,866
Total Property, plant and equipment	1,110,291	1,092,033
Less: accumulated depreciation	(881,342)	(75,237)
Less: foreign translation difference	28,869	(12,126)
Property, plant and equipment, net	$ 257,818	$ 327,531

XML

PROPERTY, PLANT AND EQUIPMENT, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property Plant And Equipment Net Details Narrative
Depreciation expense	$ 117,212	$ 216,097
Finance lease carrying value	$ 85,356	$ 109,571

XML

OBLIGATION UNDER FINANCE LEASE (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Obligation Under Finance Lease Details
Finance lease	$ 27,532	$ 42,303
Less: interest expense	(1,051)	(2,652)
Net present value of finance lease	26,481	39,651
Current portion	17,729	15,790
Non-current portion	8,752	23,861
Total	$ 26,481	$ 39,651

XML

OBLIGATION UNDER FINANCE LEASE (Details 1)	Dec. 31, 2017 USD ($)
Obligation Under Finance Lease Details 1
2018	$ 17,729
2019	8,752
2020
Total	$ 26,481

XML

OBLIGATION UNDER FINANCE LEASE (Details Narrative)	Dec. 31, 2017	Dec. 31, 2016
Minimum [Member]
Interest rate	2.74%	2.74%
Maximum [Member]
Interest rate	3.30%	3.30%

XML

OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Other Payables And Accrued Liabilities Details
Other payables	$ 116,325	$ 110,607
Accrued liabilities	113,734	90,114
Deferred incomes	676,975	519,279
Total payables and accrued liabilities	$ 907,034	$ 720,000

XML

STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Stockholders Equity Details Narrative
Common stock, shares issued	163,329,385	3,329,385
Common stock, shares outstanding	163,329,385	3,329,385
Common stock, par value	$ 0.001	$ 0.001

XML

NCOME TAX EXPENSE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Ncome Tax Expense Details
Current	$ 417
Deferred
Provision for income taxes	$ 417

XML

INCOME TAX EXPENSE (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Expense Details 1
Loss before income taxes	$ (1,220,271)	$ (908,599)
Statutory income tax rate	24.00%	24.00%
Income tax at statutory tax rate	$ (292,865)	$ (218,064)
Non-deductible expenses	149,108	179,134
Net operating loss carryforward	143,757	38,930
Under provision in prior year	417
Income tax expense	$ 417

XML

INCOME TAX EXPENSE (Details 2) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Income Tax Expense Details 2
Unabsorbed capital allowances	$ 182,915	$ 815,471
Unabsorbed loss carryforward	7,965,140	7,609,541
Gross deferred tax asset	8,148,055	8,425,012
Less: valuation allowance	(8,148,055)	(8,425,012)
Net deferred tax asset

XML

INCOME TAX EXPENSE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Capital allowances	$ 182,915	$ 815,471
Unabsorbed tax losses		$ 7,965,140
Not more than RM2.5 million [Member]
Progressive income tax rate	18.00%	19.00%
More than RM2.5 million [Member]
Progressive income tax rate	24.00%	24.00%
More than RM2.5 million 1 [Member]
Progressive income tax rate	18.00%	19.00%

XML

PENSION PLAN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Pension Plan Details Narrative
Total contributions in pension scheme	$ 59,753	$ 70,085

XML

CONCENTRATIONS OF RISK (Details) - Vendor A [Member] - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Purchase	$ 961,752	$ 715,280
Percentage of purchase	96.00%	96.00%
Trade accounts payable	$ 246,376	$ 155,156

XML

CONCENTRATIONS OF RISK (Details Narrative)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Major customers [Member]
Concentrations of risk percentage	10.00%	10.00%
Major vendors [Member]
Concentrations of risk percentage	10.00%	10.00%

XML

RELATED PARTIES TRANSACTIONS (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Related Parties Transactions Details
Sales		$ 742
Purchases
Advances received	1,113,664	1,260,299
Repayment of advances	$ 830,011	$ 545,772