UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION FROM ______ TO ______.
Commission File Number: 0-54557
ARGENTUM 47, INC.
(Exact name of registrant as specified in its charter)
GLOBAL EQUITY INTERNATIONAL, INC.
(Former name of registrant until March 29, 2018)
Nevada | 27-3986073 | |
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
X3 Jumeirah Bay, Office 3305, Jumeirah Lake Towers, Dubai, UAE |
||
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number: +971 (0) 42767576/ +1 (321) 200-0142
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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of July 25, 2018, there were 525,534,409 outstanding shares of the Registrant’s Common Stock, $0.001 par value.
2 |
PART I – FINANCIAL INFORMATION
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Consolidated Financial Statements
June 30, 2018
(Unaudited)
CONTENTS
F-1 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
June 30, 2018 | December 31, 2017 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current Assets | ||||||||
Cash & cash equivalents | $ | 236,556 | $ | 5,084 | ||||
Accounts receivable | 61,288 | 30,888 | ||||||
Marketable securities at fair value | 3,561,055 | 2,029,340 | ||||||
Prepaids | 6,272 | 5,256 | ||||||
Other current assets | 6,495 | 7,373 | ||||||
Total current assets | 3,871,666 | 2,077,941 | ||||||
Investments at cost | - | 136 | ||||||
Fixed assets, net | 5,947 | 2,067 | ||||||
Total assets | $ | 3,877,613 | $ | 2,080,144 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | $ | 197,734 | $ | 177,802 | ||||
Accrued contingencies and penalties | - | 5,000 | ||||||
Accounts payable and accrued liabilities - related parties | 117,061 | 238,965 | ||||||
Income tax payable | 2,832 | 2,832 | ||||||
Accrued interest | 215,125 | 204,461 | ||||||
Notes payable | 319,598 | 340,673 | ||||||
Fixed price convertible notes payable - net of discount of $125,767 and $5,389, respectively | 1,109,233 | 401,211 | ||||||
Total current liabilities | 1,961,583 | 1,370,944 | ||||||
Total liabilities | $ | 1,961,583 | $ | 1,370,944 | ||||
Commitments and contingencies (Note 11) | ||||||||
Stockholders’ Equity | ||||||||
Preferred
stock, 50,000,000 shares authorized, $.001 par value Preferred stock series “B” convertible, 45,000,000 designated, 45,000,000 and 45,000,000 shares issued and outstanding, respectively. | $ | 45,000 | $ | 45,000 | ||||
Preferred stock series “C” convertible, 5,000,000 designated, 3,200,000 and 2,400,000 shares issued and outstanding, respectively. | 3,200 | 2,400 | ||||||
Common stock: 950,000,000 shares authorized; $0.001 par value: 525,534,409 and 525,534,409 shares issued and outstanding, respectively. | 525,534 | 525,534 | ||||||
Additional paid in capital | 10,188,061 | 9,868,862 | ||||||
Accumulated deficit | (8,845,583 | ) | (10,914,391 | ) | ||||
Accumulated other comprehensive (loss) / income | (182 | ) | 1,181,795 | |||||
Total stockholders’ equity | 1,916,030 | 709,200 | ||||||
Total liabilities and stockholders’ equity | $ | 3,877,613 | $ | 2,080,144 |
The accompanying notes are an integral part of these consolidated financial statements.
F-2 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and six months ended June 30, 2018 and June 30, 2017 (Unaudited)
For the three months ended, | For the six months ended, | |||||||||||||||
June 30, 2018 | June 30, 2017 | June 30, 2018 | June 30, 2017 | |||||||||||||
Revenue | $ | 30,488 | $ | 109,926 | $ | 70,267 | $ | 216,639 | ||||||||
General and administrative expenses | 37,287 | 42,165 | 84,117 | 97,841 | ||||||||||||
Compensation | 296,948 | 174,162 | 449,391 | 373,366 | ||||||||||||
Professional services | 46,791 | 28,248 | 159,625 | 81,362 | ||||||||||||
Depreciation | 599 | 2,788 | 918 | 5,575 | ||||||||||||
Bad debt expense | - | 20,000 | - | 20,000 | ||||||||||||
Total operating expenses | 381,625 | 267,363 | 694,051 | 578,144 | ||||||||||||
Loss from operations | $ | (351,137 | ) | $ | (157,437 | ) | $ | (623,784 | ) | $ | (361,505 | ) | ||||
Other income (expenses): | ||||||||||||||||
Interest expense | $ | (10,258 | ) | $ | (1,500 | ) | $ | (27,855 | ) | $ | (2,500 | ) | ||||
Amortization of debt discount | (13,620 | ) | (36,308 | ) | (26,509 | ) | (103,048 | ) | ||||||||
Gain on sale of subsidiary | - | 23,052 | - | 23,052 | ||||||||||||
Gain on available for sale marketable securities, net | 1,139,576 | 3,040 | 1,531,699 | 3,040 | ||||||||||||
Loss on conversion of notes into common stock | - | (180,078 | ) | - | (259,707 | ) | ||||||||||
Gain / (loss) on extinguishment of debt and other liabilities | - | (33,960 | ) | 33,823 | (51,261 | ) | ||||||||||
Exchange rate gain / (loss) | 620 | (104 | ) | (241 | ) | (382 | ) | |||||||||
Total other income (expenses) | 1,116,318 | (225,858 | ) | 1,510,917 | (390,806 | ) | ||||||||||
Net income / (loss) | $ | 765,181 | $ | (383,295 | ) | $ | 887,133 | $ | (752,311 | ) | ||||||
Net income / (loss) per common share - basic | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | (0.00 | ) | ||||||
Net income / (loss) per common share - diluted | 0.00 | (0.00 | ) | 0.00 | (0.00 | ) | ||||||||||
Weighted average number of common shares outstanding - basic | 525,534,409 | 401,519,587 | 525,534,409 | 389,749,381 | ||||||||||||
Weighted average number of common shares outstanding - diluted | 1,357,284,409 | 401,519,587 | 1,357,284,409 | 389,749,381 | ||||||||||||
Comprehensive income / (loss): | ||||||||||||||||
Net income / (loss) | $ | 765,181 | $ | (383,295 | ) | $ | 887,133 | $ | (752,311 | ) | ||||||
Unrealized fair value gain on available for sale marketable securities | - | 505,228 | - | 505,228 | ||||||||||||
Loss on foreign currency translation | (829 | ) | - | (302 | ) | - | ||||||||||
Comprehensive income / (loss) | $ | 764,352 | $ | 121,933 | $ | 886,831 | $ | (247,083 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
F-3 |
Argentum 47, Inc. And Subsidiaries
(Formerly known as Global Equity International, Inc.)
Consolidated Statements of Cash Flows
For the six months ended June 30, 2018 and June 30, 2017 (Unaudited)
June 30, 2018 | June 30, 2017 | |||||||
Cash flows from operating activities | ||||||||
Net income / (loss) | $ | 887,133 | $ | (752,311 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 918 | 5,575 | ||||||
Amortization of debt discount | 26,509 | 103,048 | ||||||
(Gain) / loss on extinguishment of debt and other liabilities | (33,823 | ) | 51,261 | |||||
Gain on available for sale marketable securities, net | (1,531,699 | ) | (3,040 | ) | ||||
Loss on conversion of notes into common stock | - | 259,707 | ||||||
Gain on sale of subsidiary | - | (23,052 | ) | |||||
Bad debt expense | - | 20,000 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (30,400 | ) | (58,499 | ) | ||||
Marketable securities at fair value | - | 13,665 | ||||||
Prepaids | (1,016 | ) | 27,552 | |||||
Other current assets | 879 | 1,629 | ||||||
Accounts payable and accrued liabilities | 345,166 | 101,355 | ||||||
Accrued contingencies and penalties | (5,000 | ) | (1,361 | ) | ||||
Accounts payable and accrued liabilities - related parties | (121,904 | ) | 213,278 | |||||
Deferred revenue | - | (100,000 | ) | |||||
Accrued interest | 10,664 | 2,500 | ||||||
Net cash used in operating activities: | $ | (452,573 | ) | $ | (138,693 | ) | ||
Cash Flows used in investing activities: | ||||||||
Purchase of office furniture and equipment | (4,798 | ) | - | |||||
Proceeds from sale of marketable securities | 120 | - | ||||||
Net cash used in investing activities | $ | (4,678 | ) | $ | - | |||
Cash flows from financing activities: | ||||||||
Proceeds from loans - related parties | 1,663 | 17,707 | ||||||
Repayment of loans - related parties | (1,663 | ) | - | |||||
Proceeds from notes payable, net of debt issue cost | 1,088,112 | 60,000 | ||||||
Repayment of notes payable | (399,087 | ) | - | |||||
Net cash provided by financing activities | $ | 689,025 | $ | 77,707 | ||||
Net increase in cash | $ | 231,773 | $ | (60,986 | ) | |||
Effect of Exchange Rates on Cash | (302 | ) | - | |||||
Cash at Beginning of Period | $ | 5,084 | $ | 66,523 | ||||
Cash at End of Period | $ | 236,556 | $ | 5,537 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 17,191 | $ | - | ||||
Cash paid for income taxes | $ | - | $ | - | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||||
Debt discount and issuance costs recorded on notes payable | $ | 146,888 | $ | - | ||||
Accounts payable and accrued salaries settled in series “C” preferred stock | $ | 160,000 | $ | - |
The accompanying notes are an integral part of these consolidated financial statements.
F-4 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Note 1 - Organization and Nature of Operations
Argentum 47, Inc., formerly Global Equity International Inc. (the “Company” or “ARG”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. On November 15, 2010, GEP executed a reverse recapitalization with ARG. On August 22, 2014, we formed a Dubai subsidiary of GEP called GE Professionals DMCC. On June 10, 2016, ARG incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited (“GEP EH”), under the laws of the Republic of Seychelles. On March 14, 2017, the Company´s board of directors unanimously voted to transfer the ownership of GE Professionals DMCC (Dubai) to GEP EH. On June 5, 2017, the Company sold 100% of the issued and outstanding common stock of GEP to a citizen of the Republic of Thailand by entering into a Stock Purchase and Debt Assumption Agreement. On December 12, 2017, ARG incorporated another wholly owned subsidiary, called Argentum 47 Financial Management Limited (“Argentum”), under the Companies Act 2006 of England and Wales as a private limited company.
On March 29, 2018, the Company formally changed its name from Global Equity International, Inc. to Argentum 47, Inc.
The Company´s consolidated revenues are entirely generated from business consulting services and employment placement services.
Note 2 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.
The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2017. The interim results for the period ended June 30, 2018 are not necessarily indicative of results for the full fiscal year.
Note 3 - Going Concern
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $351,137 and $623,784 for the three and six months ended June 30, 2018 respectively; net cash used in operations of $452,573 for the six months ended June 30, 2018; and accumulated deficit of $8,845,583 as of June 30, 2018. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.
F-5 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
The ability for the Company to continue its operations is primarily dependent on:
a) | Continually engaging with new clients, and | |
b) | Consummating and executing current engagements, and | |
c) | Continuing to receive fixed funding, via equity or debt, for acquisition and growth; and | |
d) | Acquiring and managing various financial advisory firms with funds under management located around the globe. |
Note 4 - Summary of Significant Accounting Policies
Principles of Consolidation
Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum”). Up to June 5, 2017, ARG also owned 100% shareholding of a subsidiary called Global Equity Partners Plc., which was sold in 2017 pursuant to a stock purchase and debt assumption agreement. GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations and equity valuations for non-cash equity grants.
Risks and Uncertainties
The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai.
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and December 31, 2017, the Company had no cash equivalents.
F-6 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Comprehensive Income / (Loss)
The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through June 30, 2018, includes only foreign currency translation gain, and is presented in the Company’s consolidated statements of comprehensive income. Pursuant to ASU 2016-01, the Company reclassified the opening balance of unrealized gain on available for sale marketable securities from other comprehensive income to retained earnings as a cumulative effect adjustment as at January 1, 2018.
Changes in Accumulated Other Comprehensive Income (Loss) by Component during the six months ended June 30, 2018 were as follows:
Foreign Currency Translation Adjustment | Unrealized gain on available for sale marketable securities | Total | ||||||||||
Balance, December 31, 2017 | $ | 120 | $ | 1,181,675 | $ | 1,181,795 | ||||||
Other comprehensive loss before reclassification | (302 | ) | - | (302 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | - | (1,181,675 | ) | (1,181,675 | ) | |||||||
Net current-period other comprehensive income | (302 | ) | (1,181,675 | ) | (1,181,977 | ) | ||||||
Balance, June 30, 2018 | $ | (182 | ) | $ | - | $ | (182 | ) |
Accounts Receivable and Allowance for Doubtful Accounts
The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at June 30, 2018 and December 31, 2017.
Foreign currency policy
The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s UK subsidiary is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations.
F-7 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Investments
(A) Classification of Securities
Marketable Securities
As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, our management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018, using the modified retrospective method.
At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost.
All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain on available for sale marketable securities, net.” Therefore, no gain/loss is recognized on the sale of securities.
Cost Method Investments
Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing.
(B) Other than Temporary Impairment
The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any permanent impairment during the six months ended June 30, 2018 or June 30, 2017.
F-8 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Fixed Assets
Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements.
Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Debt Issue Costs
The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.
Original Issue Discount
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Valuation of Derivative Instruments
ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment.
Revenue Recognition
As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized.
F-9 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and Human Resources / Employment Placements.
Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606:
1. | Identify the contract with the customer; | |
2. | Identify the performance obligations in the contract; | |
3. | Determine the transaction price; | |
4. | Allocate the transaction price to separate performance obligations; and | |
5. | Recognize revenue when (or as) each performance obligation is satisfied. |
The Company generates the majority of its revenue by providing business consulting services and employment placement services to its clients. Most of the Company´s business consultancy services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company´s employment placement contracts are based on fixed fee arrangements only.
In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company’s estimates of the total services to be provided under the engagement.
Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients, such as receiving an agreed post-funding equity position of the client´s stock or assisting the client in achieving a specific business objective. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognize revenue earned to date by applying the input method.
Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.
The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues or as a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement.
F-10 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
All revenues are generated from clients whose operations are based outside of the United States. For the six months ended June 30, 2018 and 2017, the Company had the following concentrations of revenues with customers:
Customer | Location | June 30, 2018 | June 30, 2017 | |||||||
SAC | United Kingdom and Norway | 0 | % | 46.16 | % | |||||
SCL | United Kingdom | 0 | % | 4.62 | % | |||||
TLF | United Arab Emirates | 0 | % | 5.93 | % | |||||
FAD | Saudi Arabia | 0 | % | 10.46 | % | |||||
AGL | United Arab Emirates | 0 | % | 1.88 | % | |||||
DHG | United Arab Emirates | 0 | % | 16.33 | % | |||||
FAT | United Arab Emirates | 0 | % | 1.97 | % | |||||
EEC | Saudi Arabia | 41.68 | % | 12.19 | % | |||||
DUO | Sri Lanka | 2.85 | % | 0.46 | % | |||||
GRL | United Kingdom | 42.69 | % | 0 | % | |||||
OCS | United Arab Emirates | 12.78 | % | 0 | % | |||||
100 | % | 100 | % |
At June 30, 2018 and December 31, 2017, the Company had the following concentrations of accounts receivables with customers:
Customer | June 30, 2018 | December 31, 2017 | ||||||
EEC | 47.79 | % | 94.82 | % | ||||
DUO | 3.26 | % | 5.18 | % | ||||
GRL | 48.95 | % | 0 | % | ||||
100 | % | 100 | % |
Share-based payments
The Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest.
Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts recorded prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.
Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model.
F-11 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
When computing fair value, the Company considered the following variables:
● | The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. | |
● | The expected term is developed by management estimate. | |
● | The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. | |
● | The expected volatility is based on management estimates which are based upon our historical volatility. | |
● | The forfeiture rate is based on historical experience. |
Earnings per Share
The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period.
As at June 30, 2018 and 2017, the Company had common stock equivalents of 61,750,000 and 33,854,186 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 7(F).
As at June 30, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 450,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 8(A).
Number of Common Shares | ||||||||
June 30, 2018 | June 30, 2017 | |||||||
Potential dilutive common stock | ||||||||
Convertible notes | 61,750,000 | 33,854,186 | ||||||
Series “B” preferred stock | 450,000,000 | 450,000,000 | ||||||
Series “C” preferred stock | 320,000,000 | - | ||||||
Total potential dilutive common stock | 831,750,000 | 483,854,186 | ||||||
Add: Weighted average number of common shares – Basic | 525,534,409 | |||||||
Weighted average number of common shares – Dilutive | 1,357,284,409 |
As of June 30, 2017, the potentially dilutive common stock equivalents were not included in the computation of net loss per share because the effects would have been anti-dilutive due to the net losses.
As of June 30, 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock cannot be any earlier than September 27, 2020.
Fair Value of Financial Assets and Liabilities
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.
F-12 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
● | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
● | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties and loans payable to related parties, approximate fair value are based on the short-term nature of these instruments.
The Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations.
The following are the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):
June 30, 2018 | December 31, 2017 | |||||||
Level 1 –Marketable Securities – Recurring | $ | 3,561,055 | $ | 2,029,340 | ||||
Level 3 – Non-Marketable Securities – Non-recurring | $ | - | $ | 136 |
The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:
Marketable Securities — The Level 1 position consists of the Company’s investment in equity securities of stock held in publically traded companies. The valuation of these securities is based on quoted prices in active markets.
F-13 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Changes in Level 1 marketable securities measured at fair value for the six months ended June 30, 2018 were as follows:
Balance, December 31, 2017 | $ | 2,029,340 | ||
Securities transferred from long term investments valued at cost | 136 | |||
Sales and settlements during the period | (120 | ) | ||
Gain on available for sale marketable securities, net | 1,531,699 | |||
Balance, June 30, 2018 | $ | 3,561,055 |
Non-Marketable Securities at Fair Value on a Non-Recurring Basis — Certain assets are measured at fair value on a nonrecurring basis. The Level 3 position consists of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies.
Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors, which may be indicative of an “other-than-temporary impairment,” such as:
● | the length of time and extent to which market value has been less than cost; | |
● | the financial condition and near-term prospects of the issuer; and | |
● | the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. |
Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal.
Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows:
Balance, December 31, 2017 | $ | 136 | ||
Securities received for services during the period | - | |||
Securities transferred to marketable securities | (136 | ) | ||
Impairment loss | - | |||
Balance, June 30, 2018 | $ | - |
Recent Accounting Pronouncements
There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements except as follows:
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. We have completed an initial evaluation of this standard, which requires cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities. We have determined that there were no cash payments involved in debt extinguishment during the six months ended June 30, 2018; hence, there will be no potential impact on our financial statements due to this update. We will continue to evaluate the potential impact of this guidance on our consolidated financial statements.
F-14 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods.
Note 5 – Investments
A. | Marketable Securities at Fair Value |
Following is the summary of Company’s investment in marketable securities at fair value as at June 30, 2018 and December 31, 2017:
June 30, 2018 | December 31, 2017 | |||||||||||||||
Company | No. of Shares | Book value | No. of Shares | Book value | ||||||||||||
Duo World Inc. (DUUO) | 5,935,092 | $ | 3,561,055 | 3,382,233 | $ | 2,029,340 | ||||||||||
5,935,092 | $ | 3,561,055 | 3,382,233 | $ | 2,029,340 |
On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo World Inc. valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc. having the same cost basis of $136; no gain or loss was recorded on this conversion. See Note 5B.
During the six months ended June 30, 2018, the Company sold 200 common shares of Duo World Inc. at $0.60 per share or $120.
F-15 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
On May 31, 2018, the Company received common stock dividend of 1,187,059 common shares of Duo World Inc. based on the stock split ratio of 4:5. There was no net accounting effect of the receipt of these shares.
At June 30, 2018, the Company revalued 5,935,092 common shares to their fair value of $0.60 per share, totaling $3,561,055. Following is a summary of net gain on available for sale marketable securities for the six months ended June 30, 2018;
Net gain recognized on marketable equity securities during the six months ended June 30, 2018 | $ | 1,531,699 | ||
Less: Gain recognized on marketable equity securities sold during the six months ended June 30, 2018 | - | |||
Unrealized gain recognized during the six months ended June 30, 2018 on marketable equity securities still held at June 30, 2018 | $ | 1,531,699 |
B. | Investments at Cost |
The Company, through its subsidiary, GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies as at June 30, 2018 and December 31, 2017:
June 30, 2018 | December 31, 2017 | |||||||||||||||||
Company | No. of Shares | Book value | No. of Shares | Book value | Status | |||||||||||||
Primesite Developments Inc. | 5,006,521 | $ | - | 5,006,521 | $ | - | Private Company | |||||||||||
Quartal Financial Solutions AG | 2,271 | - | 2,271 | - | Private Company | |||||||||||||
5,008,792 | $ | - | 5,008,792 | $ | - |
The Company, through its subsidiary, GEP Equity Holdings Limited, held the following preferred equity securities in private and reporting companies as at June 30, 2018 and December 31, 2017:
June 30, 2018 | December 31, 2017 | |||||||||||||||||
Company | No. of Shares | Book value | No. of Shares | Book value | Status | |||||||||||||
Duo World Inc. | - | $ | - | 136,600 | $ | 136 | Reporting Company – OTC | |||||||||||
Primesite Developments Inc. | 450,000 | - | 450,000 | - | Private Company | |||||||||||||
450,000 | $ | - | 586,600 | $ | 136 |
On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc. having the same cost basis of $136; no gain or loss was recorded on this conversion.
Note 6 – Fixed Assets
Following table reflects net book value of fixed assets as of June 30, 2018 and December 31, 2017:
June 30, 2018 | December 31, 2017 | Useful Life | ||||||||
Furniture and Equipment | $ | 44,814 | $ | 40,016 | 3 to 5 years | |||||
Accumulated depreciation | (38,867 | ) | (37,949 | ) | ||||||
Net fixed assets | $ | 5,947 | $ | 2,067 |
F-16 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Depreciation expense for the six months ended June 30, 2018 and 2017 was $918 and $5,575, respectively.
Note 7 – Debt, Accounts Payable and Accrued Liabilities
(A) Accounts Payable and Accrued Liabilities
The following table represents breakdown of accounts payable as of June 30, 2018 and December 31, 2017, respectively:
June 30, 2018 | December 31, 2017 | |||||||
Accrued salaries and benefits | $ | 109,080 | $ | 113,770 | ||||
Accounts payable | 88,654 | 64,032 | ||||||
$ | 197,734 | $ | 177,802 |
(B) Accrued Contingencies and Penalties
At December 31, 2017, the Company accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. On January 19, 2018, the Company paid the entire outstanding penalty of $5,000 and the interest amounting to $390 to the IRS.
(C) Accounts Payable and Accrued Liabilities – Related Parties
The following table represents the accounts payable and accrued expenses to related parties as of June 30, 2018 and December 31, 2017, respectively:
June 30, 2018 | December 31, 2017 | |||||||
Accrued salaries and benefits | $ | 109,265 | $ | 233,869 | ||||
Expenses payable | 7,796 | 5,096 | ||||||
$ | 117,061 | $ | 238,965 |
On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $160,000 to 800,000 Series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of preferred stock. Each share of the Series “C” preferred stock is convertible into 100 common shares, resulting in an equivalent 80,000,000 shares of common stock having a fair value of $320,000, thereby recognizing additional stock based compensation of $160,000. (See Note 8(A)). As a result of this conversion, the Company issued following shares of Series “C” preferred stock to its officers and directors:
● | 400,000 shares of Series “C” preferred stock to the Company´s CEO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $80,000, and | |
● | 400,000 shares of Series “C” preferred stock to the Company´s CFO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $80,000. |
F-17 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
(D) | Loans Payable – Related Parties |
The Company received short-term loans from one of its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity during the six months ended June 30, 2018:
Balance, December 31, 2017 | $ | - | ||
Proceeds from loans | 1,663 | |||
Repayments | (1,663 | ) | ||
Balance, June 30, 2018 | $ | - |
(E) | Notes Payable |
Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at June 30, 2018:
Date of Note | Principal | Accrued Interest | Total | |||||||||
October 17, 2013 | $ | 319,598 | $ | 160,402 | $ | 480,000 | ||||||
November 26, 2013 | - | 37,971 | 37,971 | |||||||||
November 3, 2017 | - | - | - | |||||||||
Balance – June 30, 2018 | $ | 319,598 | $ | 198,373 | $ | 517,971 |
● | On October 17, 2013, the Company secured a non-convertible three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of an investment we held then in a company called Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company at that time but are not considered an asset since the date we provided them to the lender as we were no longer in control of such shares. |
On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties.
On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. The remaining installments totaling to $480,000, as per the amended agreement, have not been paid as of June 30, 2018.
● | On November 3, 2017, the Company secured from a private individual, a two-month non-convertible loan amounting to $16,000 GBP (equivalent to $21,075). The company agreed to pay one-off interest amounting to GBP 4,000 (equivalent to $5,269) upon maturity of the loan. |
F-18 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
During the year ended December 31, 2017, the company recorded $5,269 as interest expense. Due to default in payment on due date, the company recorded additional interest of $1,689 during the six months ended June 30, 2018, making the total accrued interest balance of $6,958.
On January 19, 2018, the Company fully repaid principal loan amount of $21,075 and accrued interest of $6,958.
(F) | Fixed Price Convertible Notes Payable |
Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at June 30, 2018:
Date of Note | Principal | Discount | Principal, net of discount | Accrued Interest | Total | |||||||||||||||
June 5, 2017 – Mammoth Corp. | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
August 9, 2017 – Mammoth Corp. | - | - | - | - | - | |||||||||||||||
November 15, 2017 – Mammoth Corp. | - | - | - | - | - | |||||||||||||||
January 17, 2018 - Xantis PE Fund | 400,000 | 19,500 | 380,500 | 11,178 | 391,678 | |||||||||||||||
January 23, 2018 - William Marshal Plc. | 100,000 | - | 100,000 | 2,795 | 102,795 | |||||||||||||||
June 8, 2018 - Xantis AION Sec Fund | 735,000 | 106,267 | 628,733 | 2,779 | 631,512 | |||||||||||||||
Balance, June 30, 2018 | $ | 1,235,000 | $ | 125,767 | $ | 1,109,233 | $ | 16,752 | $ | 1,125,985 |
● | On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by GEQU to St. George Investments LLC in the amount of $167,500 dated December 6, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated June 5, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company´s stock as on the date of the note was $0.0071. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on June 5, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated December 6, 2016 and $16,750 was recognized as loss on debt extinguishment. |
On December 4, 2017, the Company re-negotiated the loan terms and entered into a rider agreement with the noteholder. The terms of this rider agreement were a one-time 35% increase in the principal loan of $64,487, increasing the principal sum from $184,250 to $248,737. In addition, both parties also agreed to re-negotiate the loan terms of another note dated August 9, 2017 with a one-time 35% increase in the principal loan of $19,775, increasing the principal sum from $56,500 to $76,275. This rider agreement further consolidated the revised principal note balances of the two notes into a single payable of $325,012. The Company agreed a repayment plan of six monthly installments of $54,168 commencing from January 15, 2018 and ending on June 15, 2018. The noteholder agreed to suspend the conversion of the notes if the Company continued to repay all six installments as per the revised payment plan. The Company accounted for this one-time increase on both notes amounting to $64,487 and $19,775 as a loss on debt extinguishment. As of December 31, 2017, the outstanding balance amounted to $248,737 and $73,386, net of $2,889 discount, against the two notes dated June 5, 2017 and August 9, 2017, respectively.
F-19 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
During the six months ended June 30, 2018, the Company fully repaid the six installments of $54,168 each, thereby leaving an outstanding principal loan balance of $0 as on June 30, 2018.
● | On August 9, 2017, the Company secured a 9 months fixed price convertible loan for $56,500 (see amendment discussed in above paragraph) carrying an original issue discount of $6,500. Interest will not be accrued on the outstanding principal balance unless an event of default occurs. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012 subject to change based on certain default provisions as defined in the Note. Fair value of the Company´s stock as on the date of issuance of this note was $0.0045. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on August 9, 2017. |
During the year ended December 31, 2017, $3,611 of the debt discount balance was amortized to income statement. During the six months ended June 30, 2018, $2,889 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $0.
With the payments of all six installments of $54,168 each as per the amendment discussed in above paragraph, the Company first settled these payments against this convertible note in full amounting to $76,275, thereby leaving an outstanding principal loan balance of $0 as on June 30, 2018.
● | On November 15, 2017, the Company secured a 9-month convertible loan for $53,000 carrying an original issue discount of $3,000 and an interest at the rate of 12% accrued on the outstanding principal balance. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a conversion price of 65% of the average of the lowest 2 trading prices during the ten trading days’ period ending on the latest trading day prior to the conversion date, subject to change based on certain default provisions as defined in the Note. The Company recorded this fixed discount of 35% as a premium on stock settled debt amounting to $28,538. |
During the year ended December 31, 2017, $500 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $2,500. The Company also recorded an accrued interest expense of $819 during the year ended December 31, 2017.
On January 17, 2018, the Company opted for the prepayment of this note by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, the Company paid $53,000 of principal, $1,045 of accrued interest and $9,188 of prepayment charge in cash totaling to $63,233 as a full and final settlement of this convertible note.
● | On January 12, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. |
F-20 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. The Company paid a $36,000 cash commission, which is treated as debt issuance cost for this note. This particular Convertible Note issued to Xantis Private Equity Fund will mature on January 13, 2019 as January 12, 2018 was the date that the funds were effectively wired to the Company.
During the six months ended June 30, 2018, $16,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $19,500. The Company further recorded $11,178 as interest expense during the six months ended June 30, 2018 and the outstanding note balance amounted to $400,000 as of June 30, 2018.
● | On January 12, 2018, the Company secured a 12-month fixed price convertible loan, from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. |
On January 23, 2018, the Company received its first tranche of funding from William Marshal Plc. amounting to $100,000. This particular Convertible Note issued to William Marshal Plc. will mature on January 24, 2019.
During the six months ended June 30, 2018, the company recorded $2,795 as interest expense and the outstanding note balance amounted to $100,000 as of June 30, 2018.
● | On June 6, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis AION Securitization Fund (Luxembourg), for a minimum of 1,700,000 Great Britain Pounds (equivalent to approximately $1,940,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. |
On June 8, 2018, the Company received an initial tranche of funding from Xantis AION Securitization Fund amounting to $735,000. The Company paid a $110,887 cash commission, which is treated as debt issuance costs for this note. This particular Convertible Note issued to Xantis AION Securitization Fund will mature on June 9, 2019.
During the six months ended June 30, 2018, $4,260 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $106,267. The Company further recorded $2,779 as interest expense during the six months ended June 30, 2018 and the outstanding note balance amounted to $735,000 as of June 30, 2018.
F-21 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Note 8 - Stockholders’ Equity
(A) Preferred Stock
● | Series “A” Convertible Preferred Stock |
On November 30, 2011, the Company designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred stock. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows:
● | Voting Rights: 10 votes per share (votes along with common stock); | |
● | Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance; | |
● | Dividend Rights: None; | |
● | Liquidation Rights: None |
On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the Company who held these shares of Series “A” Preferred Stock, returned all 1,983,332 Shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the Company at zero cost with no gain or loss recognized.
On July 15, 2015 the Certificate of Designation of the 5,000,000 Series “A” preferred shares was withdrawn.
● | Series “B” Convertible Preferred Stock |
On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following:
● | Voting Rights: 10 votes per share (votes along with common stock); | |
● | Conversion Rights: Each share of Series “B” Preferred is convertible at any time, and from time to time, into ten (10) shares of common stock 1 day after the first anniversary of issuance. Pursuant to two funding agreements entered into in January 2018, the management contractually agreed to not convert or sell any of these preferred shares until September 27, 2020; | |
● | Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “B” Preferred share will be entitled to receive an equivalent dividend as if the Series “B” Preferred share had been converted into common stock prior to the declaration of such dividend. | |
● | Liquidation Rights: None |
On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively.
F-22 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
● | Series “C” Convertible Preferred Stock |
On September 18, 2017, the Company designated 5,000,000 of its authorized preferred stock as Series “C” Convertible Preferred Stock. The Certificate of Designation stated the following:
● | Voting Rights: 100 votes per share (votes along with common stock); | |
● | Conversion Rights: Each share of Series “C” Preferred is convertible at any time, and from time to time, into one hundred (100) shares of common stock 1 day after the third anniversary of issuance; | |
● | Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “C” Preferred share will be entitled to receive an equivalent dividend as if the Series “C” Preferred stock had been converted into common stock prior to the declaration of such dividend. | |
● | Liquidation Rights: None |
On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $240,000 into 2,400,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of such preferred stock.
On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. See Note 7(C).
(B) Common Stock
As at June 30, 2018 and December 31, 2017, the Company had 950,000,000 authorized shares of common stock having a par value of $0.001. As at June 30, 2018, the Company had 525,534,409 shares of common stock issued and outstanding.
During the six months ended June 30, 2018, the Company did not issue any new shares of common stock.
Note 9 – Revenue
For the six months ended June 30, 2018 and 2017, the Company recognized total revenues amounting to $70,267 and $216,639, respectively. After the implementation of the ASC 606, the Company´s management believes that the estimated transaction price has not changed based on a re-assessment of the expected probability of achieving the agreed-upon outcome for the Company´s performance based and contingent arrangements. Hence, during the six months ended June 30, 2018, there were no revenues recorded related to the catch-up adjustment due to a change in the transaction price in the current period.
Unfulfilled performance obligations represent the remaining contract transaction prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, and therefore revenues have not yet been recorded. Unfulfilled performance obligations primarily consist of the remaining fees not yet recognized under the Company´s proportional performance method for both our fixed fee arrangements, and the portion of performance based and contingent arrangements, which we have deemed probable. As of June 30, 2018, the Company´s management believes that all of the fixed fee, performance based and contingent arrangements have an original expected duration of one year or less; hence, the Company elected to utilize the optional exemption to exclude it from this disclosure.
F-23 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
Contract Assets and Liabilities
Contract assets are defined as assets for which we have recorded revenue because we determined that it is probable that we will earn a performance based or contingent fee, but we are not yet entitled to receive our fees, because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of June 30, 2018 and December 31, 2017.
Contract liabilities are defined as liabilities incurred when we have received consideration from a client but have not yet performed the agreed upon services. This may occur when we receive advance billings before delivery of services when clients pay us up-front fees before we begin work for them. The contract liability balance was immaterial as of June 30, 2018 and December 31, 2017.
Note 10 – Related Party Transactions
At June 30, 2018, there were accounts payable and accrued liabilities due to related parties. See Note 7(C).
Note 11 – Commitments and contingencies
Contingencies
● | On October 9, 2013, the Company secured a two-month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted shares of common stock in consideration for a for a five-month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. |
The plaintiff, The Able Foundation, was requesting a settlement of $411,272, which was the $226,616 owed by the Company at that time, and an additional $184,656 accrued in 2015 as a provision for potential damages.
On June 1, 2015, the Company (the defendant in the lawsuit) retained the legal services of a Dubai based law firm called Al Safar & Partners. At March 31, 2017, there was a judgment against the Company (the defendant) for the recovery of $411,272.
During 2015 and 2016, the Company’s Dubai lawyers, Al Safar & Partners, had appealed this judgment various times based on the fact that they believed from a legal stand point that:
1) | the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “Audi Alteram Partem”. | |
2) | there is no legal existence of Global Equity Partners Plc. in Dubai, as it is a Republic of Seychelles corporation; hence, the Courts of Dubai have no jurisdiction in the matter. |
All prior appeals were rejected by the Dubai Courts, however a new appeal against the formal execution of this judgement was filed in September 2016.
F-24 |
Argentum 47, Inc. and Subsidiaries
(Formerly known as Global Equity International, Inc.)
Notes to Consolidated Financial Statements
June 30, 2018
(Unaudited)
On June 5, 2017, a citizen of Republic of Thailand assumed the above total amount of $411,272 by way of a stock purchase and debt assumption agreement; hence, the Company’s liability and respective litigation in respect of this loan was transferred to the acquiring individual.
On March 6, 2018, the Company provided the Dubai attorneys with a signed, stamped and apostilled Certificate of Incumbency issued by the Seychelles Authorities. This Certificate of Incumbency stated that as of June 5, 2017, the company, Global Equity Partners Plc., was sold to a citizen of the Republic of Thailand and that the new owner assumed his role as sole shareholder and sole director of Global Equity Partners Plc. as of the date of sale.
To date, the Dubai attorneys are in the process of transferring the entire court case to the new owner of Global Equity Partners Plc.
Aside from the above matter, we are not subject to any other pending or threatened litigation.
● | From time to time, the Company may be involved in litigation or disputes relating to claims arising out of its operations in the normal course of business. As of March 31, 2017, the Company was in dispute with a former client regarding certain payments that we made on behalf of this former client. On June 5, 2017, the underlying deferred revenue liability was transferred to the acquiring individual as part of the stock purchase and debt assumption agreement. |
Commitments
● | On November 6, 2017, the Company renewed its rent agreement for its head office at Dubai for a further period of one year amounting to a reduced rental of $29,942 per annum (from November 2017 until October 2018). This agreement is further renewable for a period of one year at 5% higher than the current rent. Rent expense for the six months ended June 30, 2018 was $14,971. |
F-25 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Forward - Looking Statement
The following discussion and analysis of the results of operations and financial condition of Argentum 47, Inc. should be read in conjunction with the unaudited financial statements, and the related notes. References to “we,” “our,” or “us” in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:
● | the volatile and competitive nature of our industry, | |
● | the uncertainties surrounding the rapidly evolving markets in which we compete, | |
● | the uncertainties surrounding technological change of the industry, | |
● | our dependence on its intellectual property rights, | |
● | the success of marketing efforts by third parties, | |
● | the changing demands of customers and | |
● | the arrangements with present and future customers and third parties. |
Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated.
Our MD&A is comprised of the following sections:
A. Critical accounting estimates and policies | |
B. Business Overview | |
C. Results of operations for the three months ended June 30, 2018 and June 30, 2017 | |
D. Results of operations for the six months ended June 30, 2018 and June 30, 2017 | |
E. Financial condition as at June 30, 2018 and December 31, 2017 | |
F. Liquidity and capital reserves | |
G. Business development |
A. | Critical accounting estimates and policies: |
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), which requires management to make estimates and assumptions that affect reported and disclosed amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period.
3 |
We believe that the critical accounting policies set forth in the accompanying consolidated financial statements describe the more significant judgments and estimates used in the preparation of our consolidated financial statements. These critical accounting policies pertain to revenues recognition, valuation of investments, convertible notes and derivatives and; stock based compensation.
If actual events differ significantly from the underlying judgments or estimates used by management in the application of these accounting policies, there could be a material effect on our results of operations and financial condition.
B. | Business overview: |
Argentum 47, Inc. (“Company” or “ARG”) was incorporated on October 1, 2010, as a Nevada corporation, for the express purpose of acquiring Global Equity Partners Plc, a corporation formed under the laws of the Republic of Seychelles (“GEP”) on September 2, 2009. On August 22, 2014, GE Professionals DMCC was incorporated in Dubai as a wholly-owned subsidiary of Global Equity Partners Plc. On June 10, 2016, ARG incorporated its wholly-owned subsidiary, called GEP Equity Holdings Limited, under the laws of the Republic of Seychelles.
On March 24, 2017, the Board of Directors of Global Equity Partners Plc. approved the assignment and transfer of GE Professionals DMMC to GEP Equity Holdings Limited.
On June 5, 2017, the Company sold 100% of the common stock of Global Equity Partners Plc. to a private citizen of the Kingdom of Thailand. The consideration for the purchase of Global Equity Partners Plc. was the assumption by the purchaser of all liabilities and indebtedness of Global Equity Partners Plc. in the approximate amount of $626,000. At the time of this sale, Global Equity Partners Plc. had assets consisting of common shares of other companies having a book value of approximately $603,000.
GEP Equity Holdings Limited (to be renamed Argentum 47 Consulting Limited) and its subsidiary, GE Professionals DMCC (to be renamed Argentum 47 HR DMCC), are Dubai based firms that provide consulting services, such as corporate restructuring, Exchange Listings, management recruitment and development for corporate marketing, investor and public relations, regulatory compliance and introductions to financiers, to companies desiring to be listed on stock exchanges and/or have their shares quoted on quotation bureaus in various parts of the world.
On December 12, 2017, we incorporated a United Kingdom company under the name of Argentum 47 Financial Management Limited (“Argentum”). Argentum is a wholly-owned subsidiary of the Company. Argentum was formed to serve as a holding company for the acquisition of United Kingdom based advisory firms. During 2018, the Company intends to acquire four licensed financial advisory firms, two in U.K. and two in South East Asia. All four currently have an aggregate US$150 million of funds under management.
On January 12, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on the maturity date, by issuing common shares at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received $400,000 under this loan.
On January 12, 2018, the Company secured a 12-month fixed price convertible loan, from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on the maturity date, by issuing common shares at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received $100,000 under this loan.
4 |
On February 20, 2018, the United Kingdom Financial Conduct Authority approved the eventual change of control of one of the financial advisory firms, with US$38.75 million of funds under management, that will be acquired in the North East of the United Kingdom. This Notice of Change of Control will allow the Company´s UK subsidiary, Argentum 47 Financial Management Limited, and its directors to incur in such acquisition; hence, allow it to legally control and manage the business once acquired.
On March, 29, 2018, we changed our corporate name to Argentum 47, Inc.
On April 2, 2018, our trading symbol was changed to from GEQU to ARGQ.
On May 30, 2018, the Isle of Man Financial Services Authority (FSA) approved the eventual change of control of the financial advisory, with US$52.59 million of funds under management, that will be acquired by the Company in Isle of Man. This Notice of Change of Control will allow the Company´s UK subsidiary, Argentum 47 Financial Management Limited, and its directors to incur in such acquisition; hence, allow it to legally control and manage the business once acquired.
On June 6, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis AION Securitization Fund (Luxembourg), for a minimum of 1,700,000 Great Britain Pounds (equivalent to approximately $1,940,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note on earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received $735,000 under this loan.
Our authorized capital consists of 950,000,000 shares of common stock having a par value of $0.001 per share and 50,000,000 shares of preferred stock having a par value of $0.001. As of June 30, 2018, we had 525,534,409 shares of common stock issued and outstanding. We also have two series of preferred stock: Series “B” Preferred Stock and Series “C” Preferred Stock. As of June 30, 2018, we had 45,000,000 shares of Series “B” Preferred Stock designated, authorized, issued and outstanding. As of June 30, 2018, we had designated and authorized 5,000,000 shares of Series “C” Preferred Stock, 3,200,000 shares of which were issued and outstanding. We do not have any Series “A” Preferred Stock designated, authorized, issued or outstanding. We have 1,800,000 shares of Series “C” Preferred Stock designated and authorized, which could be issued in the future. All shares of our Series “B” and Series “C” Preferred Stock are contractually locked-up until September 27, 2020; hence, they cannot be sold or converted into common stock at any time prior to that date.
We provide corporate advisory services to companies desiring to have their shares listed on stock exchanges or quoted on quotation bureaus in various parts of the world. We have offices in Dubai and London. We have affiliations with firms located in some of the world’s leading financial centers such as London, New York, Frankfurt and Dubai. These affiliations are informal and are comprised of personal relationships with groups of people or people with whom our Company or our management has done, or attempted to do, business in the past. We do not have any contractual arrangements, written or otherwise, with our affiliations.
C. | Results of operations for the three months ended June 30, 2018 and June 30, 2017: |
The Company had revenues amounting to $30,488 and $109,926, for the three months ended June 30, 2018 and 2017, respectively.
June 30, 2018 | June 30, 2017 | Changes | ||||||||||
Revenue | $ | 30,488 | $ | 109,926 | $ | (79,438 | ) | |||||
$ | 30,488 | $ | 109,926 | $ | (79,438 | ) |
5 |
During the three months ended June 30, 2018, $30,488 was recognized as revenue for services rendered to different clients. The total revenue reduced by $79,438 mainly due to the fact that the Company did not take on any new clients during the three months ended June 30, 2018 because management has been concentrating on implementing its inorganic growth model via acquisition of various financial advisory firms with funds under management.
For the three months ended June 30, 2018 and 2017, the Company had the following concentrations of revenues with customers:
Customer | Location | June 30, 2018 | June 30, 2017 | |||||||
SAC | United Kingdom and Norway | 0 | % | 90.97 | % | |||||
FAD | Saudi Arabia | 0 | % | 5.17 | % | |||||
FAT | United Arab Emirates | 0 | % | 3.86 | % | |||||
EEC | Saudi Arabia | 96.06 | % | 0 | % | |||||
DUO | Sri Lanka | 3.94 | % | 0 | % | |||||
100 | % | 100 | % |
The total operating expenditures amounted to $381,625 and $267,363, for the three months ended June 30, 2018 and 2017, respectively. The following table sets forth the Company’s operating expenditure analysis for both periods:
June 30, 2018 | June 30, 2017 | Changes | ||||||||||
General and administrative expenses | $ | 37,287 | $ | 42,165 | $ | (4,878 | ) | |||||
Salaries | 296,948 | 174,162 | 122,786 | |||||||||
Professional services | 46,791 | 28,248 | 18,543 | |||||||||
Depreciation | 599 | 2,788 | (2,189 | ) | ||||||||
Bad debt expense | - | 20,000 | (20,000 | ) | ||||||||
Total operating expenses | $ | 381,625 | $ | 267,363 | $ | 114,262 |
During the three months ended June 30, 2018, total operating expenses increased by $114,262 from the comparative period ended June 30, 2017. The increase is mainly due to an increase in the compensation expense because during the three months ended June 30, 2018, all of the officers and directors received additional stock based compensation of $160,000 in the form of shares of Series “C: Preferred Stock. There was no such stock based compensation given during the comparative period ended June 30, 2017.
The loss from operations for the three months ended June 30, 2018 and 2017, was $351,137 and $157,437, respectively.
The Company´s other income and (expenses) for the three months ended June 30, 2018 and 2017, were $1,116,318 and $(255,858), respectively.
June 30, 2018 | June 30, 2017 | Changes | ||||||||||
Interest expense | $ | (10,258 | ) | $ | (1,500 | ) | $ | (8,758 | ) | |||
Amortization of debt discount | (13,620 | ) | (36,308 | ) | 22,688 | |||||||
Gain on sale of subsidiary | - | 23,052 | (23,052 | ) | ||||||||
Gain on available for sale marketable securities, net | 1,139,576 | 3,040 | 1,136,536 | |||||||||
Loss on conversion of notes into common stock | - | (180,078 | ) | 180,078 | ||||||||
Loss on extinguishment of debt and other liabilities | - | (33,960 | ) | 33,960 | ||||||||
Exchange rate gain / (loss) | 620 | (104 | ) | 724 | ||||||||
Total other income (expenses) | $ | 1,116,318 | $ | (225,858 | ) | $ | 1,342,176 |
6 |
Our total other income increased mainly due to the fact that during the three months ended June 30, 2018, the Company recorded a net gain on available for sale marketable securities amounting to $1,139,576 compared to only $3,040 during the three months ended June 30, 2017. In addition, the Company amortized less debt discount on its debt as compared to prior three months ended June 30, 2017. Also, during the three months ended June 30, 2017, there were various conversions of fixed price convertible debt at a price less than the contractual price that resulted in loss on conversion of notes into common stock of $180,078. There was no such loss booked during the three months ended June 30, 2018.
The net income / (loss) for the three months ended June 30, 2018 and 2017 were $765,181 and $(383,295), respectively.
The comprehensive income for the three months ended June 30, 2018 and 2017 amounted to $764,352 and $121,933, respectively. The Company’s other comprehensive income for the three months ended June 30, 2017 includes an unrealized fair value gain on available for sale marketable securities amounting to $505,228.
June 30, 2018 | June 30, 2017 | |||||||
Comprehensive income (loss): | ||||||||
Net income / (loss) | $ | 765,181 | $ | (383,295 | ) | |||
Unrealized fair value gain on available for sale marketable securities | - | 505,228 | ||||||
Loss on foreign currency translation | (829 | ) | - | |||||
Comprehensive income | $ | 764,352 | $ | 121,933 |
The Company had 525,534,409 and 413,090,573 shares of common stock issued and outstanding at June 30, 2018 and June 30, 2017, respectively. Basic weighted average number of common shares outstanding for the three months ended June 30, 2018 and 2017, was 525,534,409 and 401,519,587, respectively. Basic net income / (loss) per share for both periods was $0.00 and $(0.00), respectively. Diluted weighted average number of common shares outstanding for the three months ended June 30, 2018 and 2017, was 1,357,284,409 and 401,519,587, respectively. Diluted net income / (loss) per share for both periods was $0.00 and $(0.00), respectively.
D. | Results of operations for the six months ended June 30, 2018 and June 30, 2017: |
The Company had revenues amounting to $70,267 and $216,639, for the six months ended June 30, 2018 and 2017, respectively.
June 30, 2018 | June 30, 2017 | Changes | ||||||||||
Revenue | $ | 70,267 | $ | 216,639 | $ | (146,372 | ) | |||||
$ | 70,267 | $ | 216,639 | $ | (146,372 | ) |
During the six months ended June 30, 2018, $70,267 was recognized as revenue for services rendered to different clients. The total revenue reduced by $146,372 mainly due to the fact that the Company did not take on any new clients during the six months ended June 30, 2018 because management has been concentrating on implementing its inorganic growth model via acquisition of various financial advisory firms with funds under management.
7 |
For the six months ended June 30, 2018 and 2017, the Company had the following concentrations of revenues with customers:
Customer | Location | June 30, 2018 | June 30, 2017 | |||||||
SAC | United Kingdom and Norway | 0 | % | 46.16 | % | |||||
SCL | United Kingdom | 0 | % | 4.62 | % | |||||
TLF | United Arab Emirates | 0 | % | 5.93 | % | |||||
FAD | Saudi Arabia | 0 | % | 10.46 | % | |||||
AGL | United Arab Emirates | 0 | % | 1.88 | % | |||||
DHG | United Arab Emirates | 0 | % | 16.33 | % | |||||
FAT | United Arab Emirates | 0 | % | 1.97 | % | |||||
EEC | Saudi Arabia | 41.68 | % | 12.19 | % | |||||
DUO | Sri Lanka | 2.85 | % | 0.46 | % | |||||
GRL | United Kingdom | 42.69 | % | 0 | % | |||||
OCS | United Arab Emirates | 12.78 | % | 0 | % | |||||
100 | % | 100 | % |
The total operating expenditures amounted to $694,051 and $578,144, for the six months ending on June 30, 2018 and 2017, respectively. The following table sets forth the Company’s operating expenditure analysis for both periods:
June 30, 2018 | June 30, 2017 | Changes | ||||||||||
General and administrative expenses | $ | 84,117 | $ | 97,841 | $ | (13,724 | ) | |||||
Salaries and Compensation | 449,391 | 373,366 | 76,025 | |||||||||
Professional services | 159,625 | 81,362 | 78,263 | |||||||||
Depreciation | 918 | 5,575 | (4,657 | ) | ||||||||
Bad debt expense | - | 20,000 | (20,000 | ) | ||||||||
Total operating expenses | $ | 694,051 | $ | 578,144 | $ | 115,907 |
During the six months ended June 30, 2018, total operating expenses increased by $115,907 from the comparative period ended June 30, 2017. The increase is mainly due to an increase in the compensation expense because during the six months ended June 30, 2018, all of the officers and directors received additional stock based compensation of $160,000 in the form of shares of Series “C” Preferred Stock. There was no such stock based compensation given during the comparative period ended June 30, 2017.
The loss from operations for the six months ended June 30, 2018 and 2017, was $623,784 and $361,505, respectively.
The Company´s other income and (expenses) for the six months ended June 30, 2018 and 2017, were $1,510,917 and $(390,806), respectively.
June 30, 2018 | June 30, 2017 | Changes | ||||||||||
Interest expense | $ | (27,855 | ) | $ | (2,500 | ) | $ | (25,355 | ) | |||
Amortization of debt discount | (26,509 | ) | (103,048 | ) | 76,539 | |||||||
Gain on sale of subsidiary | - | 23,052 | (23,052 | ) | ||||||||
Gain on available for sale marketable securities, net | 1,531,699 | 3,040 | 1,528,659 | |||||||||
Loss on conversion of notes into common stock | - | (259,707 | ) | 259,707 | ||||||||
Gain / (loss) on extinguishment of debt and other liabilities | 33,823 | (51,261 | ) | 85,084 | ||||||||
Exchange rate loss | (241 | ) | (382 | ) | 141 | |||||||
Total other income (expenses) | $ | 1,510,917 | $ | (390,806 | ) | $ | 1,901,723 |
8 |
Our total other income increased mainly due to the fact that during the six months ended June 30, 2018, the Company recorded a net gain on available for sale marketable securities amounting to $1,531,699 as compared to $3,040 during the six months ended June 30, 2017. In addition, the Company amortized less debt discount on its debt as compared to prior six months ended June 30, 2017. Also, during the six months ended June 30, 2017, there were various conversions of fixed price convertible debt at a price less than the contractual price that resulted in loss on conversion of notes into common stock of $259,707. There was no such loss booked during the six months ended June 30, 2018.
The net income / (loss) for the six months ended June 30, 2018 and 2017 were $887,133 and $(752,311), respectively.
The comprehensive income / (loss) for the six months ended June 30, 2018 and 2017 amounted to $886,831 and $(247,083), respectively. The Company’s other comprehensive income for the six months ended June 30, 2017 includes an unrealized fair value gain on available for sale marketable securities amounting to $505,228.
June 30, 2018 | June 30, 2017 | |||||||
Comprehensive income (loss): | ||||||||
Net income / (loss) | $ | 887,133 | $ | (752,311 | ) | |||
Unrealized fair value gain on available for sale marketable securities | - | 505,228 | ||||||
Loss on foreign currency translation | (302 | ) | - | |||||
Comprehensive income | $ | 886,831 | $ | (247,083 | ) |
The Company had 525,534,409 and 413,090,573 shares of common stock issued and outstanding at June 30, 2018 and June 30, 2017, respectively. Basic weighted average number of common shares outstanding for the six months ended June 30, 2018 and 2017, was 525,534,409 and 389,749,381, respectively. Basic net income / (loss) per share for both periods was $0.00 and $(0.00), respectively. Diluted weighted average number of common shares outstanding for the six months ended June 30, 2018 and 2017, was 1,357,284,409 and 389,749,381, respectively. Diluted net income / (loss) per share for both periods was $0.00 and $(0.00), respectively.
E. | Financial condition as at June 30, 2018 and December 31, 2017: |
Assets:
The Company reported total assets of $3,877,613 and $2,080,144 as of June 30, 2018 and December 31, 2017, respectively. These mainly included our investments in securities of our clients that we received as part of our consulting fees in previous years. We had marketable securities at fair value of $3,561,055 and $2,029,340 as at June 30, 2018 and December 31, 2017, respectively.
Our fixed assets include office equipment having a net book value of $5,947 and $2,067 as at June 30, 2018 and December 31, 2017, respectively. Furthermore, our current assets at December 31, 2017 amounted to $2,077,941 and at June 30, 2018, these current assets amounted to $3,871,666 comprised of cash of $236,556, accounts receivable of $61,288, prepaid and other current assets of $12,767 and marketable securities valued at fair value of $3,561,055.
Liabilities:
Our current liabilities at December 31, 2017 totaled $1,370,944. At June 30, 2018, the Company reported its current liabilities amounting to $1,961,583, which represents an increase of 43%. This increase was due to the fact that the Company received an initial tranche of funding from Xantis Private Equity Fund, Xantis AION Securitization Fund and William Marshal Plc., amounting to an aggregate of $1,235,000 during the six months ended June 30, 2018. All of our liabilities reported at June 30, 2018 are current and mainly include third party debt which is due to various lenders, trade creditors and payables to related parties on account of accrued salaries and expenses.
9 |
Following is the summary of all third party notes, net of debt discount, including the accrued interest as at December 31, 2017:
Date of Note | Total Debt | Remarks | ||||
October 17, 2013 | $ | 480,000 | Non-convertible and non-collateralized | |||
November 26, 2013 | 37,971 | Non-convertible and non-collateralized | ||||
June 5, 2017 | 248,737 | Fixed price convertible and non-collateralized | ||||
August 9, 2017 | 73,386 | Fixed price convertible and non-collateralized | ||||
November 6, 2017 | 26,344 | Non-convertible and non-collateralized | ||||
November 15, 2017 | 79,857 | Convertible and non-collateralized | ||||
Balance, December 31, 2017 | $ | 946,295 |
Following is the summary of all third party notes, net of debt discount and debt issue costs, including the accrued interest as at June 30, 2018:
Date of Note | Total Debt | Remarks | ||||
October 17, 2013 | $ | 480,000 | Non-convertible and non-collateralized | |||
November 26, 2013 | 37,971 | Non-convertible and non-collateralized | ||||
January 17, 2018 | 391,678 | Fixed price convertible and non-collateralized | ||||
January 23, 2018 | 102,795 | Fixed price convertible and non-collateralized | ||||
June 8, 2018 | 631,512 | Fixed price convertible and non-collateralized | ||||
Balance, June 30, 2018 | $ | 1,643,956 |
Stockholders’ Equity:
At December 31, 2017, the Company had Stockholders´ Equity of $709,200. At June 30, 2018, the Company had Stockholders´ Equity of $1,916,030. We reported accumulated other comprehensive (loss) / income of $(182) and $1,181,795 as at June 30, 2018 and December 31, 2017, respectively. This reduction was due to the adoption of ASC 2016-01 whereby the management reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018.
The Company had 525,534,409 shares of common stock issued and outstanding at June 30, 2018 and December 31, 2017. The Company also had issued and outstanding 45,000,000 shares of Series “B” Convertible Preferred Stock as at June 30, 2018 and December 31, 2017. The Company further had issued and outstanding 3,200,000 and 2,400,000 shares of Series “C” Convertible Preferred Stock as at June 30, 2018 and December 31, 2017, respectively.
F. | Liquidity and capital reserves: |
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These unaudited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $351,137 and $623,784 for the three and six months ended June 30, 2018, respectively; net cash used in operations of $452,573 for the six months ended June 30, 2018; and accumulated deficit of $8,845,583 as of June 30, 2018. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.
10 |
The ability of the Company to continue its operations is primarily dependent on:
a) | Continually engaging with new clients; and | |
b) | Consummating and executing on current engagements; and | |
c) | Continuing to raise capital funding for acquisition and growth; and | |
d) | Acquiring and managing various financial advisory firms located around the globe. |
The Company secured two funding agreements in January of 2018, one with Xantis Private Equity Fund (Luxembourg) for a minimum of 2,000,000 Great Britain Pounds (approximately $2.68 million) and another with William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for up to a further 2,000,000 Great Britain Pounds (approximately $2.68 million). The Company has a right to pay each note, by issuing common shares, 366 days after each tranche of funding is received, at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received an aggregate of $500,000 from Xantis Private Equity Fund and William Marshal Plc.
The Company secured another funding agreement in June of 2018, with Xantis AION Securitisation Fund (Luxembourg) for a minimum of 1,700,000 Great Britain Pounds (equivalent to approximately $1.94 million). The Company has a right to pay each note, by issuing common shares, 366 days after each tranche of funding is received, at greater of $0.02 or the average closing price of the Company’s common stock on the OTCBB for the prior 60 trading days. To date, the Company has received an aggregate of $735,000 from this agreement and is expected to receive another tranche of funding in the coming days.
During mid to late 2017, the Company´s management decided to implement its inorganic growth plan hence targeted the acquisition of various licensed financial advisory firms with funds under management, in particular, two in the United Kingdom and two in Malaysia.
On February 20, 2018, the United Kingdom Financial Conduct Authority (FCA) approved the eventual change of control of one of the financial advisory that will be acquired by the Company in the North East of the United Kingdom and on May 30, 2018, Isle of Man Financial Services Authority (FSA) approved the eventual change of control of the financial advisory that will be acquired by the Company in Isle of Man. These Notices of Change of Control will allow the Company´s UK subsidiary, Argentum 47 Financial Management Limited and its directors to incur in such UK acquisitions hence legally control and manage the businesses once acquired.
Management has decided to acquire the North Eastern UK based advisory firm first as we already have obtained the necessary Regulatory permissions from the UK FCA, we have the funds to purchase and the financial statement audits of this company to be acquired, have been completed. As of May 31, 2018, this advisory firm manages approximately US$38.75 million of funds. The legal documents are currently being drawn up by the Company legal counsel in the UK hence closure of this first acquisition is now very much forthcoming.
After the North Eastern UK based advisory firm is acquired, management plans to then acquire the Isle of Man based advisory firm as soon as the financial statement audits are finalized. As of May 31, 2018, this advisory firm manages approximately US$52.59 million of funds. Whilst waiting for the financial statement audits to come to a conclusion, management (in an effort to gain time) is working with its UK legal counsel on the legal documents required for this acquisition.
Due to various delays beyond management´s control, the Company is currently considering the value in acquiring the Malaysia advisory firms. Management believes that it is possible that there are other firms in the market potentially offering a better value proposition hence management, out of prudence, is currently exploring those options in order to arrive at a defined decision within the month of August 2018.
The Company´s growth plan by way of acquisition of various advisory firms with funds under management is, in essence, the acquisition of stable and long-term recurring and non-recurring revenue coupled with a strong client base and a distribution force.
11 |
Once the Company acquires these initial targeted financial advisory firms, it intends to continue growing in 2018 and 2019 by acquiring more financial advisory firms.
Any short fall in our projected operating revenues will be covered by:
● | The cash retainer fees and cash success fees that we expect to receive during the next 12 months from the clients we currently have under contract. | |
● | Receiving short term loans from one or more of our directors even though at the present time, we do not have verbal or written commitments from any of our directors to lend us money. | |
● | Continuing to receive capital funding from Xantis and William Marshal. | |
● | Liquidating (selling), when necessary, part or all of our investments and/or Marketable Securities. |
G. | Business development: |
To date, we have 8 clients under contract that we deem to be active and are either seeking a listing on a recognized stock exchange or seeking funding for acquisition and growth or seeking funding for acquisition and growth or seeking Human Resources Recruitment services:
No. | Company | Sector | Location | |||
1 | Emaar | Construction - Dubai Government Entity | Kingdom of Saudi Arabia | |||
2 | Graphite Resources (DEP) Ltd | Waste to Energy | United Kingdom | |||
3 | Blackstone Natural Resources SA | Natural Resources | BVI | |||
4 | Ali Group MENA FZ-LLC | Hospitality | United Arab Emirates | |||
5 | Fly-A-Deal | Travel | Kingdom of Saudi Arabia | |||
6 | Falcon Eye Technology | Construction and System Integrators | United Arab Emirates | |||
7 | Veolia Middle East | Waste to Energy | Oman | |||
8 | OCS ROH | Facilities Management | Thailand |
FUTURE PLANS
MILESTONES FOR 2018-2019:
Our specific plan of operations and milestones through June 2019 are as follows:
ACQUIRE CERTAIN FINANCIAL ADVISORY FIRMS WITH MONEY UNDER MANAGEMENT:
The Company intends to acquire various advisory firms with funds under management during the next 12 months. Management has already targeted various of these firms for acquisition in the UK and also in South East Asia.
Once the intended initial group of companies are acquired, in particular the UK advisory firms, each book of business will be analyzed to achieve the maximum return and revenue from the client bank without affecting the client offering. In addition, certain cost savings will be managed into the budgets by using technology for the administration, looking for duplication of services and by managing the client and the funds under management in a better more efficient way.
12 |
The acquisition of these entities will open up a new controlled network for the services of:
● | New capital markets clients. | |
● | Distribution of new funds / products. | |
● | Maximizing the current books of business being bought. | |
● | Expand and thus increase business via more financial advisors. | |
● | Expand the Isle of Man advisory firm by making its offering to a wider audience on a global basis. | |
● | Overlay the Isle of Man products into our own network of acquisitions. | |
● | Seek cost savings, where possible, due to duplication of services. | |
● | Implement State of the Art “Back Office” systems in order to allow information to flow to the client much more effectively. | |
● | Vending in smaller, active client banks into our licenses and procedures for cost effective growth. |
DEVELOP THE INTRODUCER NETWORK FURTHER IN ORDER TO CONTINUE ATTRACTING NEW INTEREST FOR OUR SERVICES:
We currently are relying on introductions to potential clients by the following firms in the Middle East, South East Asia, Europe and the US. We intend to continue to develop relationships with new “introducers” to potential new business for the Company.
REBRANDING OF OUR ENTIRE CORPORATE STRUCTURE:
We intend to rebrand our business and analyze our entire corporate structure. We will adapt the new brand towards the Financial Advisory firms that we will acquire and ensure a uniform image of our corporate structure including new websites and email addresses for all companies within our structure. The reporting structures of each subsidiary will also be examined for maximum effect. In due course, we will change the name of GEP Equity Holdings Limited and GE Professionals DMCC to Argentum 47 Consulting Limited and Argentum 47 HR DMCC, respectively.
EXPAND OUR NETWORK OF CONTACTS WITHIN THE INVESTMENT COMMUNITY:
During the next 12 months, we intend to substantially expand our Middle Eastern, South East Asian and also our U.S. networks in order to enable us to make introductions on a more institutional level. At present, we are being received with open arms by all of the financial communities with whom we have contact; hence, we have plans to host various hospitality events for our current clients, our key contacts and upper management of the Company.
FURTHER EXPAND OUR RANGE OF BUSINESS AND CONTACTS:
We will explore alternative methods of servicing our clients by utilizing contacts already made in Europe to allow us to offer a wider service to our current and future clients. We will have a focus on Singapore, United Kingdom and Canada for this expansion
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) were effective.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
13 |
We are not subject to any other pending or threatened litigation.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We have not issued any shares of common stock so far during 2018.
However, effective June 5, 2018, the Company issued 400,000 shares of Series “C” Preferred Stock to Peter J. Smith, our Chief Executive Officer, in lieu of $80,000 of accrued, but unpaid salary.
In addition, effective June 5, 2018, the Company issued 400,000 shares of Series “C” Preferred Stock to Enzo Taddei, our Chief Financial Officer, in lieu of $80,000 of accrued, but unpaid salary.
Each share of Series “C” Preferred Stock is convertible into 100 shares of the Company’s common stock no earlier than September 27, 2020. In addition, each share of Series “C” Preferred Stock has 100 votes on all matters brought before a meeting of shareholders and vote along with the common stock and not as a separate class.
The above securities were issued by the Company in reliance on the exemption from registration provided by Section 4.(a)(2) of the Securities Act of 19303, as amended and/or the exclusion from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
None.
See Exhibit Index below for exhibits required by Item 601 of regulation S-K.
14 |
EXHIBIT INDEX
Exhibit No. | Description |
List of Exhibits attached or incorporated by reference pursuant to Item 601 of Regulation S-K:
* Filed herewith.
15 |
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, thereunto duly authorized.
ARGENTUM 47, INC. | |
Date: July 25, 2018 | /s/Peter J. Smith |
Peter J. Smith | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
Date: July 25, 2018 | /s/ Enzo Taddei |
Enzo Taddei | |
Chief Financial Officer | |
(Principal Accounting and Financial Officer) |
16 |
Exhibit 31.1
ARGENTUM 47, INC.
A Nevada corporation
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, Peter J. Smith, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Argentum 47, Inc. for the three and six months ended June 30, 2018. |
2. | Based on my knowledge, this quarterly 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 interim 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. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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 my 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; | |
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | I have disclosed, based on my 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 function): |
a) | All significant deficiencies in the design of operation of internal controls which would adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: July 25, 2018 | /s/ Peter J. Smith |
Peter J. Smith | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
Exhibit 31.2
ARGENTUM 47, INC.
A Nevada corporation
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, Enzo Taddei, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Argentum 47, Inc. for the three and six months ended June 30, 2018. |
2. | Based on my knowledge, this quarterly 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 interim 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. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; | |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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 my 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; | |
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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | I have disclosed, based on my 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 function): |
a. | All significant deficiencies in the design of operation of internal controls which would adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and | |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: July 25, 2018 | /s/ Enzo Taddei |
Enzo Taddei | |
Chief Financial Officer | |
(Principal Accounting and Financial Officer) |
Exhibit 32.1
ARGENTUM 47, INC.
A Nevada corporation
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Argentum 47, Inc. (“Company”) on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter J. Smith, President and Chief Executive Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) 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 the Company.
A signed original of this written statement required by Section 906, or other document authentication, acknowledging, or otherwise adopting the signature that appears in typed from within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: July 25, 2018 | /s/ Peter J. Smith |
Peter J. Smith | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
Exhibit 32.2
ARGENTUM 47, INC.
A Nevada corporation
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Argentum 47, Inc. (“Company”) on Form 10-Q for the quarter ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Enzo Taddei, Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) 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 the Company.
A signed original of this written statement required by Section 906, or other document authentication, acknowledging, or otherwise adopting the signature that appears in typed from within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: July 25, 2018 | /s/ Enzo Taddei |
Enzo Taddei | |
Chief Financial Officer | |
(Principal Accounting and Financial Officer) |
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jul. 25, 2018 |
|
Document And Entity Information | ||
Entity Registrant Name | ARGENTUM 47, INC. | |
Entity Central Index Key | 0001533106 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 525,534,409 | |
Trading Symbol | ARGQ | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets (Parenthetical) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt discount net | $ 125,767 | $ 5,389 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 525,534,409 | 525,534,409 |
Common stock, shares outstanding | 525,534,409 | 525,534,409 |
Convertible Series B Preferred Stock [Member] | ||
Preferred stock, shares designated | 45,000,000 | 45,000,000 |
Preferred stock, shares issued | 45,000,000 | 45,000,000 |
Preferred stock, shares outstanding | 45,000,000 | 45,000,000 |
Convertible Series C Preferred Stock [Member] | ||
Preferred stock, shares designated | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,200,000 | 2,400,000 |
Preferred stock, shares outstanding | 3,200,000 | 2,400,000 |
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Income Statement [Abstract] | ||||
Revenue | $ 30,488 | $ 109,926 | $ 70,267 | $ 216,639 |
General and administrative expenses | 37,287 | 42,165 | 84,117 | 97,841 |
Compensation | 296,948 | 174,162 | 449,391 | 373,366 |
Professional services | 46,791 | 28,248 | 159,625 | 81,362 |
Depreciation | 599 | 2,788 | 918 | 5,575 |
Bad debt expense | 20,000 | 20,000 | ||
Total operating expenses | 381,625 | 267,363 | 694,051 | 578,144 |
Loss from operations | (351,137) | (157,437) | (623,784) | (361,505) |
Other income (expenses): | ||||
Interest expense | (10,258) | (1,500) | (27,855) | (2,500) |
Amortization of debt discount | (13,620) | (36,308) | (26,509) | (103,048) |
Gain on sale of subsidiary | 23,052 | 23,052 | ||
Gain on available for sale marketable securities, net | 1,139,576 | 3,040 | 1,531,699 | 3,040 |
Loss on conversion of notes into common stock | (180,078) | (259,707) | ||
Gain / (loss) on extinguishment of debt and other liabilities | (33,960) | 33,823 | (51,261) | |
Exchange rate gain / (loss) | 620 | (104) | (241) | (382) |
Total other income (expenses) | 1,116,318 | (225,858) | 1,510,917 | (390,806) |
Net income / (loss) | $ 765,181 | $ (383,295) | $ 887,133 | $ (752,311) |
Net income / (loss) per common share - basic | $ 0.00 | $ (0.00) | $ 0.00 | $ (0.00) |
Net income / (loss) per common share - diluted | $ 0.00 | $ (0.00) | $ 0.00 | $ (0.00) |
Weighted average number of common shares outstanding - basic | 525,534,409 | 401,519,587 | 525,534,409 | 389,749,381 |
Weighted average number of common shares outstanding - diluted | 1,357,284,409 | 401,519,587 | 1,357,284,409 | 389,749,381 |
Comprehensive income / (loss): | ||||
Net income / (loss) | $ 765,181 | $ (383,295) | $ 887,133 | $ (752,311) |
Unrealized fair value gain on available for sale marketable securities | 505,228 | 505,228 | ||
Loss on foreign currency translation | (829) | (302) | ||
Comprehensive income / (loss) | $ 764,352 | $ 121,933 | $ 886,831 | $ (247,083) |
Organization and Nature of Operations |
6 Months Ended |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations |
Note 1 - Organization and Nature of Operations
Argentum 47, Inc., formerly Global Equity International Inc. (the “Company” or “ARG”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. On November 15, 2010, GEP executed a reverse recapitalization with ARG. On August 22, 2014, we formed a Dubai subsidiary of GEP called GE Professionals DMCC. On June 10, 2016, ARG incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited (“GEP EH”), under the laws of the Republic of Seychelles. On March 14, 2017, the Company´s board of directors unanimously voted to transfer the ownership of GE Professionals DMCC (Dubai) to GEP EH. On June 5, 2017, the Company sold 100% of the issued and outstanding common stock of GEP to a citizen of the Republic of Thailand by entering into a Stock Purchase and Debt Assumption Agreement. On December 12, 2017, ARG incorporated another wholly owned subsidiary, called Argentum 47 Financial Management Limited (“Argentum”), under the Companies Act 2006 of England and Wales as a private limited company.
On March 29, 2018, the Company formally changed its name from Global Equity International, Inc. to Argentum 47, Inc.
The Company´s consolidated revenues are entirely generated from business consulting services and employment placement services. |
Basis of Presentation |
6 Months Ended |
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Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation |
Note 2 - Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.
The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2017. The interim results for the period ended June 30, 2018 are not necessarily indicative of results for the full fiscal year. |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||
Going Concern |
Note 3 - Going Concern
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
As reflected in the accompanying unaudited consolidated financial statements, the Company had a loss from operations of $351,137 and $623,784 for the three and six months ended June 30, 2018 respectively; net cash used in operations of $452,573 for the six months ended June 30, 2018; and accumulated deficit of $8,845,583 as of June 30, 2018. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.
The ability for the Company to continue its operations is primarily dependent on:
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Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies |
Note 4 - Summary of Significant Accounting Policies
Principles of Consolidation
Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum”). Up to June 5, 2017, ARG also owned 100% shareholding of a subsidiary called Global Equity Partners Plc., which was sold in 2017 pursuant to a stock purchase and debt assumption agreement. GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations and equity valuations for non-cash equity grants.
Risks and Uncertainties
The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai.
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and December 31, 2017, the Company had no cash equivalents.
Comprehensive Income / (Loss)
The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through June 30, 2018, includes only foreign currency translation gain, and is presented in the Company’s consolidated statements of comprehensive income. Pursuant to ASU 2016-01, the Company reclassified the opening balance of unrealized gain on available for sale marketable securities from other comprehensive income to retained earnings as a cumulative effect adjustment as at January 1, 2018.
Changes in Accumulated Other Comprehensive Income (Loss) by Component during the six months ended June 30, 2018 were as follows:
Accounts Receivable and Allowance for Doubtful Accounts
The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at June 30, 2018 and December 31, 2017.
Foreign currency policy
The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s UK subsidiary is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations.
Investments
(A) Classification of Securities
Marketable Securities
As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, our management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018, using the modified retrospective method.
At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost.
All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain on available for sale marketable securities, net.” Therefore, no gain/loss is recognized on the sale of securities.
Cost Method Investments
Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing.
(B) Other than Temporary Impairment
The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any permanent impairment during the six months ended June 30, 2018 or June 30, 2017.
Fixed Assets
Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements.
Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Debt Issue Costs
The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount.
Original Issue Discount
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Valuation of Derivative Instruments
ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment.
Revenue Recognition
As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized.
Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and Human Resources / Employment Placements.
Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606:
The Company generates the majority of its revenue by providing business consulting services and employment placement services to its clients. Most of the Company´s business consultancy services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company´s employment placement contracts are based on fixed fee arrangements only.
In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company’s estimates of the total services to be provided under the engagement.
Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients, such as receiving an agreed post-funding equity position of the client´s stock or assisting the client in achieving a specific business objective. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognize revenue earned to date by applying the input method.
Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.
The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues or as a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement.
All revenues are generated from clients whose operations are based outside of the United States. For the six months ended June 30, 2018 and 2017, the Company had the following concentrations of revenues with customers:
At June 30, 2018 and December 31, 2017, the Company had the following concentrations of accounts receivables with customers:
Share-based payments
The Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest.
Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts recorded prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.
Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model.
When computing fair value, the Company considered the following variables:
Earnings per Share
The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period.
As at June 30, 2018 and 2017, the Company had common stock equivalents of 61,750,000 and 33,854,186 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 7(F).
As at June 30, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 450,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 8(A).
As of June 30, 2017, the potentially dilutive common stock equivalents were not included in the computation of net loss per share because the effects would have been anti-dilutive due to the net losses.
As of June 30, 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock cannot be any earlier than September 27, 2020.
Fair Value of Financial Assets and Liabilities
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.
The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties and loans payable to related parties, approximate fair value are based on the short-term nature of these instruments.
The Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations.
The following are the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):
The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:
Marketable Securities — The Level 1 position consists of the Company’s investment in equity securities of stock held in publically traded companies. The valuation of these securities is based on quoted prices in active markets.
Changes in Level 1 marketable securities measured at fair value for the six months ended June 30, 2018 were as follows:
Non-Marketable Securities at Fair Value on a Non-Recurring Basis — Certain assets are measured at fair value on a nonrecurring basis. The Level 3 position consists of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies.
Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors, which may be indicative of an “other-than-temporary impairment,” such as:
Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal.
Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows:
Recent Accounting Pronouncements
There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements except as follows:
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. We have completed an initial evaluation of this standard, which requires cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities. We have determined that there were no cash payments involved in debt extinguishment during the six months ended June 30, 2018; hence, there will be no potential impact on our financial statements due to this update. We will continue to evaluate the potential impact of this guidance on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods. |
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Investments |
Note 5 – Investments
Following is the summary of Company’s investment in marketable securities at fair value as at June 30, 2018 and December 31, 2017:
On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo World Inc. valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc. having the same cost basis of $136; no gain or loss was recorded on this conversion. See Note 5B.
During the six months ended June 30, 2018, the Company sold 200 common shares of Duo World Inc. at $0.60 per share or $120.
On May 31, 2018, the Company received common stock dividend of 1,187,059 common shares of Duo World Inc. based on the stock split ratio of 4:5. There was no net accounting effect of the receipt of these shares.
At June 30, 2018, the Company revalued 5,935,092 common shares to their fair value of $0.60 per share, totaling $3,561,055. Following is a summary of net gain on available for sale marketable securities for the six months ended June 30, 2018;
The Company, through its subsidiary, GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies as at June 30, 2018 and December 31, 2017:
The Company, through its subsidiary, GEP Equity Holdings Limited, held the following preferred equity securities in private and reporting companies as at June 30, 2018 and December 31, 2017:
On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc. having the same cost basis of $136; no gain or loss was recorded on this conversion. |
Fixed Assets |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
Fixed Assets |
Note 6 – Fixed Assets
Following table reflects net book value of fixed assets as of June 30, 2018 and December 31, 2017:
Depreciation expense for the six months ended June 30, 2018 and 2017 was $918 and $5,575, respectively. |
Debt, Accounts Payable and Accrued Liabilities |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt, Accounts Payable and Accrued Liabilities |
Note 7 – Debt, Accounts Payable and Accrued Liabilities
(A) Accounts Payable and Accrued Liabilities
The following table represents breakdown of accounts payable as of June 30, 2018 and December 31, 2017, respectively:
(B) Accrued Contingencies and Penalties
At December 31, 2017, the Company accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. On January 19, 2018, the Company paid the entire outstanding penalty of $5,000 and the interest amounting to $390 to the IRS.
(C) Accounts Payable and Accrued Liabilities – Related Parties
The following table represents the accounts payable and accrued expenses to related parties as of June 30, 2018 and December 31, 2017, respectively:
On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $160,000 to 800,000 Series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of preferred stock. Each share of the Series “C” preferred stock is convertible into 100 common shares, resulting in an equivalent 80,000,000 shares of common stock having a fair value of $320,000, thereby recognizing additional stock based compensation of $160,000. (See Note 8(A)). As a result of this conversion, the Company issued following shares of Series “C” preferred stock to its officers and directors:
The Company received short-term loans from one of its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity during the six months ended June 30, 2018:
Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at June 30, 2018:
On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties.
On December 21, 2015, the company repaid first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. The remaining installments totaling to $480,000, as per the amended agreement, have not been paid as of June 30, 2018.
During the year ended December 31, 2017, the company recorded $5,269 as interest expense. Due to default in payment on due date, the company recorded additional interest of $1,689 during the six months ended June 30, 2018, making the total accrued interest balance of $6,958.
On January 19, 2018, the Company fully repaid principal loan amount of $21,075 and accrued interest of $6,958.
Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at June 30, 2018:
On December 4, 2017, the Company re-negotiated the loan terms and entered into a rider agreement with the noteholder. The terms of this rider agreement were a one-time 35% increase in the principal loan of $64,487, increasing the principal sum from $184,250 to $248,737. In addition, both parties also agreed to re-negotiate the loan terms of another note dated August 9, 2017 with a one-time 35% increase in the principal loan of $19,775, increasing the principal sum from $56,500 to $76,275. This rider agreement further consolidated the revised principal note balances of the two notes into a single payable of $325,012. The Company agreed a repayment plan of six monthly installments of $54,168 commencing from January 15, 2018 and ending on June 15, 2018. The noteholder agreed to suspend the conversion of the notes if the Company continued to repay all six installments as per the revised payment plan. The Company accounted for this one-time increase on both notes amounting to $64,487 and $19,775 as a loss on debt extinguishment. As of December 31, 2017, the outstanding balance amounted to $248,737 and $73,386, net of $2,889 discount, against the two notes dated June 5, 2017 and August 9, 2017, respectively. During the six months ended June 30, 2018, the Company fully repaid the six installments of $54,168 each, thereby leaving an outstanding principal loan balance of $0 as on June 30, 2018.
During the year ended December 31, 2017, $3,611 of the debt discount balance was amortized to income statement. During the six months ended June 30, 2018, $2,889 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $0.
With the payments of all six installments of $54,168 each as per the amendment discussed in above paragraph, the Company first settled these payments against this convertible note in full amounting to $76,275, thereby leaving an outstanding principal loan balance of $0 as on June 30, 2018.
During the year ended December 31, 2017, $500 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $2,500. The Company also recorded an accrued interest expense of $819 during the year ended December 31, 2017.
On January 17, 2018, the Company opted for the prepayment of this note by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, the Company paid $53,000 of principal, $1,045 of accrued interest and $9,188 of prepayment charge in cash totaling to $63,233 as a full and final settlement of this convertible note.
On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. The Company paid a $36,000 cash commission, which is treated as debt issuance cost for this note. This particular Convertible Note issued to Xantis Private Equity Fund will mature on January 13, 2019 as January 12, 2018 was the date that the funds were effectively wired to the Company.
During the six months ended June 30, 2018, $16,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $19,500. The Company further recorded $11,178 as interest expense during the six months ended June 30, 2018 and the outstanding note balance amounted to $400,000 as of June 30, 2018.
On January 23, 2018, the Company received its first tranche of funding from William Marshal Plc. amounting to $100,000. This particular Convertible Note issued to William Marshal Plc. will mature on January 24, 2019.
During the six months ended June 30, 2018, the company recorded $2,795 as interest expense and the outstanding note balance amounted to $100,000 as of June 30, 2018.
On June 8, 2018, the Company received an initial tranche of funding from Xantis AION Securitization Fund amounting to $735,000. The Company paid a $110,887 cash commission, which is treated as debt issuance costs for this note. This particular Convertible Note issued to Xantis AION Securitization Fund will mature on June 9, 2019.
During the six months ended June 30, 2018, $4,260 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $106,267. The Company further recorded $2,779 as interest expense during the six months ended June 30, 2018 and the outstanding note balance amounted to $735,000 as of June 30, 2018. |
Stockholders' Equity |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity |
Note 8 - Stockholders’ Equity
(A) Preferred Stock
On November 30, 2011, the Company designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred stock. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows:
On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the Company who held these shares of Series “A” Preferred Stock, returned all 1,983,332 Shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the Company at zero cost with no gain or loss recognized.
On July 15, 2015 the Certificate of Designation of the 5,000,000 Series “A” preferred shares was withdrawn.
On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following:
On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively.
On September 18, 2017, the Company designated 5,000,000 of its authorized preferred stock as Series “C” Convertible Preferred Stock. The Certificate of Designation stated the following:
On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $240,000 into 2,400,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of such preferred stock.
On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. See Note 7(C).
(B) Common Stock
As at June 30, 2018 and December 31, 2017, the Company had 950,000,000 authorized shares of common stock having a par value of $0.001. As at June 30, 2018, the Company had 525,534,409 shares of common stock issued and outstanding.
During the six months ended June 30, 2018, the Company did not issue any new shares of common stock. |
Revenue |
6 Months Ended |
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Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue |
Note 9 – Revenue
For the six months ended June 30, 2018 and 2017, the Company recognized total revenues amounting to $70,267 and $216,639, respectively. After the implementation of the ASC 606, the Company´s management believes that the estimated transaction price has not changed based on a re-assessment of the expected probability of achieving the agreed-upon outcome for the Company´s performance based and contingent arrangements. Hence, during the six months ended June 30, 2018, there were no revenues recorded related to the catch-up adjustment due to a change in the transaction price in the current period.
Unfulfilled performance obligations represent the remaining contract transaction prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, and therefore revenues have not yet been recorded. Unfulfilled performance obligations primarily consist of the remaining fees not yet recognized under the Company´s proportional performance method for both our fixed fee arrangements, and the portion of performance based and contingent arrangements, which we have deemed probable. As of June 30, 2018, the Company´s management believes that all of the fixed fee, performance based and contingent arrangements have an original expected duration of one year or less; hence, the Company elected to utilize the optional exemption to exclude it from this disclosure.
Contract Assets and Liabilities
Contract assets are defined as assets for which we have recorded revenue because we determined that it is probable that we will earn a performance based or contingent fee, but we are not yet entitled to receive our fees, because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of June 30, 2018 and December 31, 2017.
Contract liabilities are defined as liabilities incurred when we have received consideration from a client but have not yet performed the agreed upon services. This may occur when we receive advance billings before delivery of services when clients pay us up-front fees before we begin work for them. The contract liability balance was immaterial as of June 30, 2018 and December 31, 2017. |
Related Party Transactions |
6 Months Ended |
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Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 10 – Related Party Transactions
At June 30, 2018, there were accounts payable and accrued liabilities due to related parties. See Note 7(C). |
Commitments and Contingencies |
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Jun. 30, 2018 | ||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||
Commitments and Contingencies |
Note 11 – Commitments and contingencies
Contingencies
The plaintiff, The Able Foundation, was requesting a settlement of $411,272, which was the $226,616 owed by the Company at that time, and an additional $184,656 accrued in 2015 as a provision for potential damages.
On June 1, 2015, the Company (the defendant in the lawsuit) retained the legal services of a Dubai based law firm called Al Safar & Partners. At March 31, 2017, there was a judgment against the Company (the defendant) for the recovery of $411,272.
During 2015 and 2016, the Company’s Dubai lawyers, Al Safar & Partners, had appealed this judgment various times based on the fact that they believed from a legal stand point that:
All prior appeals were rejected by the Dubai Courts, however a new appeal against the formal execution of this judgement was filed in September 2016.
On June 5, 2017, a citizen of Republic of Thailand assumed the above total amount of $411,272 by way of a stock purchase and debt assumption agreement; hence, the Company’s liability and respective litigation in respect of this loan was transferred to the acquiring individual.
On March 6, 2018, the Company provided the Dubai attorneys with a signed, stamped and apostilled Certificate of Incumbency issued by the Seychelles Authorities. This Certificate of Incumbency stated that as of June 5, 2017, the company, Global Equity Partners Plc., was sold to a citizen of the Republic of Thailand and that the new owner assumed his role as sole shareholder and sole director of Global Equity Partners Plc. as of the date of sale.
To date, the Dubai attorneys are in the process of transferring the entire court case to the new owner of Global Equity Partners Plc.
Aside from the above matter, we are not subject to any other pending or threatened litigation.
Commitments
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Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principles of Consolidation |
Principles of Consolidation
Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum”). Up to June 5, 2017, ARG also owned 100% shareholding of a subsidiary called Global Equity Partners Plc., which was sold in 2017 pursuant to a stock purchase and debt assumption agreement. GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). All significant inter-company accounts and transactions have been eliminated in consolidation. |
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Use of Estimates |
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying financial statements include allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation of fixed assets, valuation allowance on deferred tax assets, derivative valuations and equity valuations for non-cash equity grants. |
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Risks and Uncertainties |
Risks and Uncertainties
The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai. |
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Cash Equivalents |
Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and December 31, 2017, the Company had no cash equivalents. |
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Comprehensive Income / (Loss) |
Comprehensive Income / (Loss)
The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through June 30, 2018, includes only foreign currency translation gain, and is presented in the Company’s consolidated statements of comprehensive income. Pursuant to ASU 2016-01, the Company reclassified the opening balance of unrealized gain on available for sale marketable securities from other comprehensive income to retained earnings as a cumulative effect adjustment as at January 1, 2018.
Changes in Accumulated Other Comprehensive Income (Loss) by Component during the six months ended June 30, 2018 were as follows:
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Accounts Receivable and Allowance for Doubtful Accounts |
Accounts Receivable and Allowance for Doubtful Accounts
The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at June 30, 2018 and December 31, 2017. |
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Foreign Currency Policy |
Foreign currency policy
The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s UK subsidiary is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. |
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Investments |
Investments
(A) Classification of Securities
Marketable Securities
As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, our management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018, using the modified retrospective method.
At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost.
All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain on available for sale marketable securities, net.” Therefore, no gain/loss is recognized on the sale of securities.
Cost Method Investments
Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing.
(B) Other than Temporary Impairment
The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any permanent impairment during the six months ended June 30, 2018 or June 30, 2017. |
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Fixed Assets |
Fixed Assets
Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. |
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Beneficial Conversion Feature |
Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount.
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
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Debt Issue Costs |
Debt Issue Costs
The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
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Original Issue Discount |
Original Issue Discount
If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
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Valuation of Derivative Instruments |
Valuation of Derivative Instruments
ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
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Revenue Recognition |
Revenue Recognition
As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized.
Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and Human Resources / Employment Placements.
Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606:
The Company generates the majority of its revenue by providing business consulting services and employment placement services to its clients. Most of the Company´s business consultancy services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company´s employment placement contracts are based on fixed fee arrangements only.
In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company’s estimates of the total services to be provided under the engagement.
Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients, such as receiving an agreed post-funding equity position of the client´s stock or assisting the client in achieving a specific business objective. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognize revenue earned to date by applying the input method.
Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred.
The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues or as a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client prepayments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement.
All revenues are generated from clients whose operations are based outside of the United States. For the six months ended June 30, 2018 and 2017, the Company had the following concentrations of revenues with customers:
At June 30, 2018 and December 31, 2017, the Company had the following concentrations of accounts receivables with customers:
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Share-based Payments |
Share-based payments
The Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest.
Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts recorded prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.
Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model.
When computing fair value, the Company considered the following variables:
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Earnings Per Share |
Earnings per Share
The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period.
As at June 30, 2018 and 2017, the Company had common stock equivalents of 61,750,000 and 33,854,186 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 7(F).
As at June 30, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 450,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 8(A).
As of June 30, 2017, the potentially dilutive common stock equivalents were not included in the computation of net loss per share because the effects would have been anti-dilutive due to the net losses.
As of June 30, 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock cannot be any earlier than September 27, 2020. |
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Fair Value of Financial Assets and Liabilities |
Fair Value of Financial Assets and Liabilities
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability.
The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value:
The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties and loans payable to related parties, approximate fair value are based on the short-term nature of these instruments.
The Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations.
The following are the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):
The following section describes the valuation methodologies the Company uses to measure financial instruments at fair value:
Marketable Securities — The Level 1 position consists of the Company’s investment in equity securities of stock held in publically traded companies. The valuation of these securities is based on quoted prices in active markets.
Changes in Level 1 marketable securities measured at fair value for the six months ended June 30, 2018 were as follows:
Non-Marketable Securities at Fair Value on a Non-Recurring Basis — Certain assets are measured at fair value on a nonrecurring basis. The Level 3 position consists of investments accounted for under the cost method. The Level 3 position consists of investments in equity securities held in private companies.
Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors, which may be indicative of an “other-than-temporary impairment,” such as:
Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal.
Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows:
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Recent Accounting Pronouncements |
Recent Accounting Pronouncements
There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements except as follows:
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow (Topic 230). This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The standard will be applied in a retrospective approach for each period presented. We have completed an initial evaluation of this standard, which requires cash payments for debt prepayment or debt extinguishment costs should be classified as cash outflows for financing activities. We have determined that there were no cash payments involved in debt extinguishment during the six months ended June 30, 2018; hence, there will be no potential impact on our financial statements due to this update. We will continue to evaluate the potential impact of this guidance on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) |
Changes in Accumulated Other Comprehensive Income (Loss) by Component during the six months ended June 30, 2018 were as follows:
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Schedule of Revenues from Major Customers |
For the six months ended June 30, 2018 and 2017, the Company had the following concentrations of revenues with customers:
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Schedule of Accounts Receivables with Major Customers |
At June 30, 2018 and December 31, 2017, the Company had the following concentrations of accounts receivables with customers:
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Schedule of Potential Dilutive Common Stock |
As at June 30, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 450,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 8(A).
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Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis |
The following are the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at June 30, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3):
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Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value |
Changes in Level 1 marketable securities measured at fair value for the six months ended June 30, 2018 were as follows:
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Schedule of Changes in Level 3 Assets Measured at Fair Value |
Changes in Level 3 assets measured at fair value for the six months ended June 30, 2018 were as follows:
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Investments (Tables) |
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Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Equity Securities in Private Companies |
Following is the summary of Company’s investment in marketable securities at fair value as at June 30, 2018 and December 31, 2017:
The Company, through its subsidiary, GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies as at June 30, 2018 and December 31, 2017:
The Company, through its subsidiary, GEP Equity Holdings Limited, held the following preferred equity securities in private and reporting companies as at June 30, 2018 and December 31, 2017:
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Summary of Net Gain on Available for Sale Marketable Securities |
Following is a summary of net gain on available for sale marketable securities for the six months ended June 30, 2018;
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Fixed Assets (Tables) |
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Summary of Fixed Assets |
Following table reflects net book value of fixed assets as of June 30, 2018 and December 31, 2017:
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Debt, Accounts Payable and Accrued Liabilities (Tables) |
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Schedule of Accounts Payable and Accrued Liabilities |
The following table represents breakdown of accounts payable as of June 30, 2018 and December 31, 2017, respectively:
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Schedule of Accounts Payable and Accrued Liabilities to Related Parties |
The following table represents the accounts payable and accrued expenses to related parties as of June 30, 2018 and December 31, 2017, respectively:
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Schedule of Loans Payable Related Parties |
The following table represents the related parties’ loans payable activity during the six months ended June 30, 2018:
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Summary of Non-Convertible Notes Net of Discount and Accrued Interest |
Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at June 30, 2018:
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Fixed Price Convertible Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Non-Convertible Notes Net of Discount and Accrued Interest |
Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at June 30, 2018:
|
Organization and Nature of Operations (Details Narrative) |
Jun. 05, 2017 |
---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of sold issued and outstanding common stock | 100.00% |
Going Concern (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Loss from operations | $ 351,137 | $ 157,437 | $ 623,784 | $ 361,505 | |
Net cash used in operating activities | 452,573 | $ 138,693 | |||
Accumulated deficit | $ 8,845,583 | $ 8,845,583 | $ 10,914,391 |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Cash equivalents | |||
Allowance for doubtful debts | |||
Common stock equivalents shares | 831,750,000 | 483,854,186 | |
Common Stock [Member] | |||
Conversion of stock shares converted | 777,000,000 | ||
Convertible Preferred Stock [Member] | |||
Common stock equivalents shares | 770,000,000 | 450,000,000 | |
Convertible Notes [Member] | |||
Common stock equivalents shares | 61,750,000 | 33,854,186 | |
January 1, 2018 [Member] | |||
Amounts reclassified from accumulated other comprehensive income | $ 1,181,675 | ||
GEP Equity Holdings Limited [Member] | |||
Percentage of equity ownership interest | 100.00% | ||
Global Equity Partners Plc [Member] | |||
Percentage of equity ownership interest | 100.00% | ||
GE Professionals DMCC [Member] | |||
Percentage of equity ownership interest | 100.00% |
Summary of Significant Accounting Policies - Schedule of Accounts Receivables with Major Customers (Details) |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Percentage of account receivables from major customers | 100.00% | 100.00% | |
Accounts Receivable [Member] | |||
Percentage of account receivables from major customers | 100.00% | 100.00% | |
Accounts Receivable [Member] | Customer EEC [Member] | |||
Percentage of account receivables from major customers | 47.79% | 94.82% | |
Accounts Receivable [Member] | Customer DUO [Member] | |||
Percentage of account receivables from major customers | 3.26% | 5.18% | |
Accounts Receivable [Member] | Customer GRL [Member] | |||
Percentage of account receivables from major customers | 48.95% | 0.00% |
Summary of Significant Accounting Policies - Schedule of Potential Dilutive Common Stock (Details) - shares |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Potential dilutive common stock | 831,750,000 | 483,854,186 | ||
Weighted average number of common shares - Basic | 525,534,409 | 401,519,587 | 525,534,409 | 389,749,381 |
Weighted average number of common shares – Dilutive | 1,357,284,409 | 401,519,587 | 1,357,284,409 | 389,749,381 |
Series B Preferred Stock [Member] | ||||
Potential dilutive common stock | 450,000,000 | 450,000,000 | ||
Series C Preferred Stock [Member] | ||||
Potential dilutive common stock | 320,000,000 | |||
Convertible Notes [Member] | ||||
Potential dilutive common stock | 61,750,000 | 33,854,186 |
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Level 1 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring and non-recurring basis | $ 3,561,055 | $ 2,029,340 |
Level 3 - Non-Marketable Securities - Non-Recurring [Member] | ||
Fair value of assets recurring and non-recurring basis | $ 136 |
Summary of Significant Accounting Policies - Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Gain on available for sale marketable securities, net | $ 1,139,576 | $ 3,040 | $ 1,531,699 | $ 3,040 |
Level 1 - Marketable Securities - Recurring [Member] | ||||
Balance, beginning | 2,029,340 | |||
Securities transferred from long term investments valued at cost | 136 | |||
Sales and settlements during the period | (120) | |||
Gain on available for sale marketable securities, net | 1,531,699 | |||
Balance, ending | $ 3,561,055 | $ 3,561,055 |
Summary of Significant Accounting Policies - Schedule of Changes in Level 3 Assets Measured at Fair Value (Details) - Level 3 - Non-Marketable Securities - Non-Recurring [Member] |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Balance, beginning | $ 136 |
Securities received for services during the period | |
Securities transferred to marketable securities | (136) |
Impairment loss | |
Balance, ending |
Investments (Details Narrative) - USD ($) |
1 Months Ended | 6 Months Ended | |
---|---|---|---|
Jan. 12, 2018 |
May 31, 2018 |
Jun. 30, 2018 |
|
Common stock, dividend shares | 1,187,059 | ||
Stock split ratio | Stock split ratio of 4:5 | ||
Number of common stock revalued, shares | 5,935,092 | ||
Common stock quoted market price per share | $ 0.60 | ||
Number of common stock revalued, value | $ 3,561,055 | ||
Duo World Inc., [Member] | |||
Number of shares issued to marketable securities | 136,600 | ||
Number of shares issued to marketable securities, value | $ 136 | ||
Shares price per share | $ 0.001 | ||
Common stock issued for conversion of preferred stock | 1,366,000 | ||
Sale of stock, shares | 200 | ||
Sale of stock price per share | $ 0.60 | ||
Sale of stock, value | $ 120 | ||
Duo World Inc., [Member] | Marketable Securities [Member] | |||
Number of shares issued to marketable securities | 136,600 | ||
Number of shares issued to marketable securities, value | $ 136 | ||
Shares price per share | $ 0.001 | ||
Common stock issued for conversion of preferred stock | 1,366,000 |
Investments - Schedule of Equity Securities in Private Companies (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Marketable Securities [Member] | ||
No. of Shares | 5,935,092 | 3,382,233 |
Book value | $ 3,561,055 | $ 2,029,340 |
Marketable Securities [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. (DUUO) | Duo World Inc |
No. of Shares | 5,935,092 | 3,382,233 |
Book value | $ 3,561,055 | $ 2,029,340 |
Common Equity Securities [Member] | ||
No. of Shares | 5,008,792 | 5,008,792 |
Book value | ||
Common Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 5,006,521 | 5,006,521 |
Book value | ||
Status | Private Company | Private Company |
Common Equity Securities [Member] | Quartal Financial Solutions AG [Member] | ||
Company | Quartal Financial Solutions AG | Quartal Financial Solutions AG |
No. of Shares | 2,271 | 2,271 |
Book value | ||
Status | Private Company | Private Company |
Preferred Equity Securities [Member] | ||
No. of Shares | 450,000 | 586,600 |
Book value | $ 136 | |
Preferred Equity Securities [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. | Duo World Inc. |
No. of Shares | 136,600 | |
Book value | $ 136 | |
Status | Reporting Company OTC | Reporting Company OTC |
Preferred Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 450,000 | 450,000 |
Book value | ||
Status | Private Company | Private Company |
Investments - Summary of Net Gain on Available for Sale Marketable Securities (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||||
Net gain recognized on marketable equity securities | $ 1,531,699 | |||
Less: Gain recognized on marketable equity securities sold | ||||
Unrealized gain recognized on marketable equity securities still held at June 30, 2018 | $ 1,139,576 | $ 3,040 | $ 1,531,699 | $ 3,040 |
Fixed Assets (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 599 | $ 2,788 | $ 918 | $ 5,575 |
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Furniture and Equipment | $ 44,814 | $ 40,016 |
Accumulated depreciation | (38,867) | (37,949) |
Net fixed assets | $ 5,947 | $ 2,067 |
Furniture and Equipment [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | |
Furniture and Equipment [Member] | Maximum [Member] | ||
Estimated useful life | 5 years |
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 109,080 | $ 113,770 |
Accounts payable | 88,654 | 64,032 |
Total | $ 197,734 | $ 177,802 |
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities to Related Parties (Details) - USD ($) |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 109,265 | $ 233,869 |
Expenses payable | 7,796 | 5,096 |
Accounts payable and accrued expenses - related parties | $ 117,061 | $ 238,965 |
Debt, Accounts Payable and Accrued Liabilities - Schedule of Loans Payable Related Parties (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Debt Disclosure [Abstract] | ||
Balance, beginning | ||
Proceeds from loans | 1,663 | $ 17,707 |
Repayments | (1,663) | |
Balance, ending |
Revenue (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Revenue from Contract with Customer [Abstract] | ||||
Total revenues | $ 30,488 | $ 109,926 | $ 70,267 | $ 216,639 |
Commitments and Contingencies (Details Narrative) - USD ($) |
6 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Jun. 05, 2017 |
Mar. 31, 2017 |
Dec. 07, 2013 |
Oct. 09, 2013 |
Jun. 30, 2018 |
Dec. 31, 2015 |
|
Secured loan | $ 120,420 | |||||
Restricted shares | 10,000 | |||||
Repayment of loan | $ 56,196 | |||||
Excess of restricted stock issued | 20,000 | |||||
Litigation settlement amount | $ 411,272 | $ 411,272 | ||||
Due to litigation amount | $ 411,272 | 226,616 | ||||
Litigation damages | $ 184,656 | |||||
Rent expense | $ 14,971 | |||||
Renewed Rent Agreement [Member] | from November 2017 until October 2018 [Member] | ||||||
Lease agreement period | 1 year | |||||
Rental expenses | $ 29,942 | |||||
Lease agreement renewable period | 1 year | |||||
Rent percentage higher than current rent payable | 5.00% | |||||
GBP [Member] | ||||||
Secured loan | $ 75,000 | |||||
Repayment of loan | $ 35,000 |
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