SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2015
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-54545
ID GLOBAL SOLUTIONS CORPORATION
(Exact name of registrant as specified in its charter)
IIM GLOBAL CORPORATION
(Former Name of Registrant as Specified in its Charter)
| Delaware | 46-2069547 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| incorporation or organization) |
| 160 E. Lake Brantley Drive | ||
| Longwood, Florida 32779 | ||
| (Address of principal executive offices) (zip code) | ||
407-674-2651
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ☐ 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”, “non-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 ☒ | ||
| (do not check if smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☒ No ☐
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
| Class | Outstanding at June 30, 2015 |
| Common Stock, par value $0.0001 | 173,284,806 shares |
| Documents incorporated by reference: | None |
| ☐ No |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:
| • | our lack of revenues and history of losses, |
| • | our ability to continue as a going concern, |
| • | our ability to raise additional working capital as necessary, |
| • | our ability to satisfy our obligations as they become due, |
| • | the failure to successfully commercialize our product or sustain market acceptance, |
| • | the reliance on third party agreements and relationships for development of our business, |
| • | the control exercised by our management, |
| • | the impact of government regulation on our business, |
| • | our ability to effectively compete, |
| • | the possible inability to effectively protect our intellectual property, |
| • | the lack of a public market for our securities and the impact of the penny stock rules on trading in our common stock should a public market ever be established. |
You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this report, in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the year ended December 31, 2014 and our other filings with the Securities and Exchange Commission. Other sections of this report include additional factors which could adversely impact our business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.
OTHER PERTINENT INFORMATION
Unless specifically set forth to the contrary, when used in this report the terms “ID Global,” the “Company,” “we,” “our,” “us,” and similar terms refers to ID Global Solutions Corporation, a Delaware corporation formerly known as IM Global Corporation and its subsidiaries..
The information which appears on our website www.iimglobalcorp.com is not part of this report.
EXPLANATORY NOTE
ID Global Solutions Corporation (f/k/a IIM Global Corporation) (the “Company”) is filing this Form 10-Q/A Amendment No. 1 for the quarterly period ended June 30, 2015, for the sole purpose of reporting a more accurate consolidation. Subsequent to the filing MultiPay S.A. provided updated financial data that had a material impact on the financials. This data enabled the Company to present a more detailed and accurate consolidation. This Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures that may be affected by subsequent events.
ID Global Solution Corporation
(FORMERLY:IIM GLOBAL CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2015 | December 31, 2014 | |||||||
| Current Assets: | (unaudited) | (audited) | ||||||
| Cash | $ | 525,541 | $ | 159,296 | ||||
| Contingent asset | 149,848 | — | ||||||
| Other Current Assets | 237,311 | — | ||||||
| Total Current Assets | 912,700 | 159,296 | ||||||
| Property and equipment, net | 31,885 | 21,582 | ||||||
| Other assets | 240,636 | 174,387 | ||||||
| Intangible assets, net | 1,425,728 | 421,774 | ||||||
| Total assets | $ | 2,610,949 | $ | 777,039 | ||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 625,600 | $ | 150,228 | ||||
| Convertible notes payable, net | 67,918 | — | ||||||
| Derivative liability | 4,530,375 | — | ||||||
| Related party payables | 83,838 | 60,200 | ||||||
| Contingent liability | 149,848 | — | ||||||
| Notes payable - related parties, current portion | 234,190 | 48,417 | ||||||
| Promissory note payable | 199,718 | — | ||||||
| Total current liabilities | 5,891,487 | 258,845 | ||||||
| Commitments | ||||||||
| Stockholders’ Equity (Deficit): | ||||||||
| Common stock, $0.0001 par value, 300,000,000 shares authorized, 173,284,806 and 163,538,289 shares issued and authorized at June 30, 2015 and December 31, 2014, respectively | 17,329 | 16,354 | ||||||
| Additional paid-in capital | 3,897,688 | 2,897,261 | ||||||
| Accumulated deficit | (7,195,555 | ) | (2,395,421 | ) | ||||
| Total stockholders’ equity (deficit) | (3,280,538 | ) | 518,194 | |||||
| Total liabilities and stockholders’ equity (deficit) | $ | 2,610,949 | $ | 777,039 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
ID Global Solution Corporation
(FORMERLY:IIM GLOBAL CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Total Income | $ | 11,046 | $ | — | $ | 11,046 | $ | — | ||||||||
| Operating Expenses | ||||||||||||||||
| Depreciation and amortization | 11,469 | 11,891 | 22,740 | 23,516 | ||||||||||||
| Research and development | 853 | 24,853 | — | |||||||||||||
| General and administrative | 570,622 | 149,495 | 1,043,459 | 250,154 | ||||||||||||
| Total operating expenses | 582,944 | 161,386 | 1,091,052 | 273,670 | ||||||||||||
| Loss from operations | (571,898 | ) | (161,386 | ) | (1,080,006 | ) | (273,670 | ) | ||||||||
| Derivative expense | (3,680,374 | ) | — | (3,680,374 | ) | — | ||||||||||
| Interest expense, net | (11,741 | ) | (22,500 | ) | (13,496 | ) | (32,050 | ) | ||||||||
| Translation loss | (26,259 | ) | — | (26,259 | ) | — | ||||||||||
| Loss before income tax | (4,290,272 | ) | (183,886 | ) | (4,800,135 | ) | (305,720 | ) | ||||||||
| Income tax expense | — | |||||||||||||||
| Net loss | $ | (4,290,272 | ) | $ | (183,886 | ) | $ | (4,800,135 | ) | $ | (305,720 | ) | ||||
| Net loss per share: Basic and diluted | $ | (0.03 | ) | $ | — | $ | (0.03 | ) | $ | — | ||||||
| Weighted average shares outstanding: Basic and diluted | 171,567,920 | 160,623,289 | 169,244,951 | 160,623,289 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
ID Global Solution Corporation
(FORMERLY:IIM GLOBAL CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| June 30, 2015 | June 30, 2014 | |||||||
| Operating Activities | ||||||||
| Net loss | $ | (4,800,135 | ) | $ | (305,720 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | 22,740 | 23,516 | ||||||
| Interest Expense - Amortization of Debt Discounts | 67,918 | |||||||
| Derivative expense | 3,680,374 | — | ||||||
| Share based payment for services | 391,250 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Other assets | 109,495 | — | ||||||
| Accounts payable and accrued expenses | (151,511 | ) | (3,006 | ) | ||||
| Security Deposit | — | 112,000 | ||||||
| Net cash used in operating activities | (679,908 | ) | (173,210 | ) | ||||
| Investing Activities | ||||||||
| Purchase of Fixed Assets | (51,120 | ) | (419,266 | ) | ||||
| Investment in intangibles | (77,694 | ) | ||||||
| Cash acquired upon acquisition of subsidiary | 37,876 | |||||||
| Net cash provided by (used in) investing activities | 13,258 | (496,960 | ) | |||||
| Financing Activities | ||||||||
| Proceeds from note payable to related parties | 185,773 | 910,010 | ||||||
| Advance from related parties | 23,638 | |||||||
| Proceeds from convertible notes payable | 850,000 | (224,625 | ) | |||||
| Net cash provided by financing activities | 1,059,411 | 685,385 | ||||||
| Net increase in cash | 366,245 | 15,205 | ||||||
| Cash, beginning of the period | 159,296 | 5,349 | ||||||
| Cash, end of the period | $ | 525,541 | $ | 20,554 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for tax | ||||||||
| Cash | $ | — | $ | 22,500 | ||||
| Non-Cash transaction | ||||||||
| Shares issued upon acquisition of Subsidiary | $ | 610,152 | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
ID GLOBAL SOLUTIONS CORPORATION
(FORMLY
IIM GLOBAL CORPORATION)
Notes to the Unaudited Condensed Consolidated Financial Statements
NOTE 1 – DESCRIPTION OF BUSINESS AND MERGER
ID Global Solutions Corporation (formerly IIM Global Corporation) (formerly Silverwood Acquisition Corporation) (“ID Global” or the “Company”) was incorporated on September 21, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. In addition to a change in control of its management and shareholders, the Company’s operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. ID Global was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.
The Company is developing biometric products and solutions for global Government, Enterprise, and Consumer markets. The Company is planning to focus in two specific technology areas: biometric handheld identification and biometric mobile payment. The Company’s objective is to focus on two distinct markets, one being the Government market requiring solutions for addressing its security and associated identity management needs and the other the Consumer Mobile Payment market which is looking to define non obtrusive but highly secure solutions used for credit and debit card payments that can incorporate biometric technologies. To address these markets the Company has invested into patenting and developing both hardware and software platforms focused to address these specific market requirements.
Management believes that one of the advantages of the Company’s platform approach is that the platforms could be leveraged to support a wide variety of vertical markets in both the Government and Mobile Payment space and could be easily adapted to new markets requiring low cost and configurable solutions. These vertical markets are as an example border control, public safety, enterprise security and asset management, seaports, small business inventory management, military and banking (identity verification). There are no assurances, however, that management’s beliefs are correct.
The Company, however, has not completed development of a marketable product and needs to raise substantial additional capital to complete these efforts.
On April 6, 2015 (the “Closing Date”), ID Global Solutions Corporation (the “Company”) and all of the shareholders (the “Multipay Shareholders”) of Multipay S.A., a Colombian corporation (“Multipay”), closed (the “Closing”) on the Share Purchase Agreement entered into between the parties on March 6, 2015. As a result of the Closing, the Company acquired 100% of the issued and outstanding shares of Multipay (the “Multipay Shares”) from the Multipay Shareholders on a fully diluted basis. In consideration for the Multipay Shares, the Company issued and sold to the Multipay Shareholders an aggregate of 7,600,000 shares of common stock of the Company. Within ten days of the Closing Date, the Company is required to issue 7,000,000 shares of common stock. Upon the Multipay Shareholders paying certain liabilities in the approximate amount of US $340,000, the Company is required to deliver the balance of 600,000 shares of common stock to the Multipay Shareholders. In the event the Multipay Shareholders do not pay the required amount by the 12-month anniversary of the Closing Date, the Company will not be required to deliver the remaining shares of common stock. On May 7, 2015, the Company and Multipay executed an amendment to the Share Purchase Agreement to amend the 7,000,000 shares to be issued within ten days of the Closing Date to 6,101,517 shares and the 600,000 shares to be delivered upon Multipay Shareholders paid off the required amount to 1,498,483 shares.
Multipay through the use of its own proprietary software platforms is engaged in providing an array of value added payment gateway services as well as complimentary mobile wallet applications and services to various customers in Colombia and Peru. The company was established in December of 2008 and has 14 full time employees based in Bogota, Colombia.
| 7 |
Going Concern
The Company has an accumulated deficit of $7,195,555 as of June 30, 2015; which has increased by $4,800,134 since December 31, 2014 primarily due to the booking of a derivative liability resulting from a capital raise of $850,000 in the form of a convertible debentures. Which was backed by stock at $0.03 per share and warrants at $0.05 per share. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or obtain additional financing from its stockholders and/or other third parties.
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiating with other business entities for potential acquisition and /or acquiring new clients to generate revenues.
There is no assurance that the Company will ever be profitable. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. These unaudited condensed consolidated financial statements and the related notes should be read in conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2014 which are included in our current report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2015.
Use of Estimates
In preparing these consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in our consolidated financial statements relate to the valuation of long-lived assets, accruals for potential liabilities, and valuation assumptions related to equity instruments and share based payments.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority-owned subsidiaries. Inter-Company items and transactions have been eliminated in consolidation.
Concentration of Credit Risk
The Company’s financial instruments that potentially expose the Company to a concentration of credit risk consist of cash, accounts payable, accrued expense and a related party payable. The Company’s cash is deposited at a financial institution and insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times during the year, the Company may have exceeded this amount insured by the FDIC.
Income Taxes
The Company accounts for income taxes under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
| 8 |
Accounts Receivable and Revenue
Revenue is recognized on the sale of a product when the product is shipped, which is when the risk of loss transfers to our customers, the fee is fixed and determinable, and collection of the sale is reasonably assured. A product is not shipped without an order from the customer and the completion of credit acceptance procedures. Accounts receivable are reviewed periodically for collectability.
Property and Equipment, net
Property and equipment consisted of furniture and fixtures and computer equipment, and are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated service lives of three to five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property equipment are recorded upon disposal. All property and equipment were purchased by one of the Company’s officers and shareholder and were recorded as additional capital contribution in the accompanying balance sheet.
Derivative financial instruments
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date.
Other Assets
Other assets consist primarily of costs associated with the construction of HDR mobile biometric devises. As of June 30, 2015, the devises are still under construction and have not been placed in service. Upon completion, the amounts will be recorded as property and equipment and depreciated over their estimated useful lives.
Intangible Assets
Acquired intangible assets are amortized over their useful lives unless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. Amortization of finite-lived intangible assets is computed over the useful lives of the respective assets. The Company amortizes intangible assets over ten years.
Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.
If the carrying amount of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. There were no impairment charges during the three months period ended June 30, 2015 and for the year ended December 31, 2014.
Research and Development Costs
Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses to vendors contracted to perform research projects and develop technology for the Company’s products. Research and development costs are expensed as incurred.
Net Loss per Common Share
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.
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Fair Value Measurements
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company had no assets or liabilities required to be recorded at fair value on a recurring basis at June 30, 2015 and December 31, 2014.
Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40). ASU 2014-15 defines management’s responsibilities to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. The amendments in ASU 2014-15 will be effectively prospectively for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-15 for the year ended December 31, 2014.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
| NOTE 3 – INTANGIBLE ASSETS, NET | ||||||||
| Intangible assets consist of the following: |
| June 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| (unaudited) | (audited) | |||||||
| HDR | $ | 175,211 | $ | 170,394 | ||||
| SRIO | 124,636 | 121,730 | ||||||
| New product development | 10,818 | 10,818 | ||||||
| Patents and Licenses | 1,212,846 | 200,000 | ||||||
| 1,523,511 | 502,942 | |||||||
| Less: accumulated depreciation | 97,783 | 81,169 | ||||||
| Intangible Assets, Net | $ | 1,425,728 | $ | 421,774 | ||||
| 10 |
Intangible assets consist of legal and global patent registration costs related to the Company’s technology HDR (Handheld biometric mobile devices) and SRIO (Biometric wallet devices). Intangible assets are amortized over ten years.
The Company decided to refocus its research and development on its next generation of HDR Intelligent Accessory platform instead of developing the new HDR+. To achieve this it has contracted a Mechanical Designer and H/W and Embedded S/W Engineer to complete this task. The project will require an additional 6 months and approximately $200,000 to productize into a device that can be sold to Government, or Enterprise customers. The costs associated with the development of this new product are recorded in intangible assets in the accompanying consolidated balance sheet and are reflected as new product development above. The patents and licenses are acquired upon the acquisition of Multipay S.A. (the “Subsidiary”). The Subsidiary holds patents and licenses in related to payment processing technologies.
| NOTE 4 – PROPERTY AND EQUIPMENT, NET | ||||||||
| Property and equipment consisted of the following: |
| June 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Computer equipment | $ | 35,820 | $ | 35,820 | ||||
| Furniture and fixtures | 114,342 | 54,016 | ||||||
| 150,162 | 89,836 | |||||||
| Less: accumulated depreciation | 118,277 | 68,253 | ||||||
| Property and Equipment, Net | $ | 31,885 | $ | 21,582 | ||||
Property and equipment consist of furniture and fixtures and computer equipment. The furniture and computer equipment are being depreciated over a period of from three to five years.
In May 2014, the Company acquired an office building for a purchase price of $430,000, which was sold in December 2014 for $240,000. The Company recorded a loss on sale of the building of $71,616 in the accompanying consolidated statement of operations for the year ended December 31, 2014. The Company amortized the non-refundable deposit $100,000 to expense in 2014.
Depreciation expense for ID Global and MultiPay for the six months ended June 30, 2015 and 2014 was $22,740 and $23,516, respectively.
| 11 |
| NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||||||||
| Accounts payable and accrued expenses consist of the following: |
| June 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Accounts payable | $ | 236,374 | $ | 40,486 | ||||
| Accrued expense | 362,226 | 109,740 | ||||||
| Total accounts payable and accrued expenses | $ | 625,600 | $ | 150,228 | ||||
| NOTE 6 – NOTES PAYABLE AND RELATED PARTY NOTES PAYABLES | ||||||||
| Promissory notes – related party outstanding totaled $234,190 as of June 30, 2015: | ||||||||
| June 30, | December 31, | |||||||
| 2015 | 2014 | |||||||
| Short-term borrowings from a company owned by one of the stockholders. The borrowings are due on demand and are non-interest bearing. In January 2015, the amounts have been paid in full. | $ | — | $ | 1,625 | ||||
| Promissory note issued to a company owned by a stockholder of the Company in December 2014 bearing interest rate of 15% per annum. This promissory note was due on June 30, 2015 and is in default. | 37,095 | 46,792 | ||||||
| Promissory note issued to a company owned by a stockholder of the Company in March 2015 bearing interest rate of 15% per annum. This promissory note is due on September 30, 2015. | 10,095 | — | ||||||
| Promissory note issued to a company owned by a stockholder of the Company in March 2015 bearing interest rate of 15% per annum. This promissory note is due on September 30, 2015. | 15,000 | — | ||||||
| Promissory note issued to a company owned by a stockholder of the Company in March 2015 bearing interest rate of 15% per annum. This promissory note is due on September 30, 2015. | 32,000 | — | ||||||
| Promissory note issued to a company owned by a stockholder of the Company in March 2015 bearing interest rate of 15% per annum. This promissory note is due on September 30, 2015. | 10,000 | — | ||||||
| Promissory note issued to a company owned by a stockholder of the Company in March 2015 bearing interest rate of 15% per annum. This promissory note is due on September 30, 2015. | 130,000 | — | ||||||
| $ | 234,190 | $ | 48,417 | |||||
| 12 |
As of June 30, 2015 and 2014, the Company has payable to related party of $83,838 and $60,200. The related party payable was owned to a company wholly owned by a major shareholder of the Company and owned to a service provider for services performed.
Upon acquisition of Multipay S.A. (the “Subsidiary”) the Company also assumed a promissory note payable to a bank in Colombia bearing interest rate of 15.11% per annum. This bank note is due on November 29, 2015 with an outstanding balance of $199,718 on June 30, 2015.
NOTE 7 – ACQUISITION OF MULTI-PAY
On April 6, 2015 (the “Closing Date”), the Company and all of the shareholders (the “Multipay Shareholders”) of Multipay S.A., a Colombian corporation (“Multipay”), closed (the “Closing”) on the Share Purchase Agreement entered into between the parties on March 6, 2015. As a result of the Closing, the Company acquired 100% of the issued and outstanding shares of Multipay (the “Multipay Shares”) from the Multipay Shareholders on a fully diluted basis. In consideration for the Multipay Shares, the Company issued and sold to the Multipay Shareholders an aggregate of 7,600,000 shares of common stock of the Company. Within ten days of the Closing Date, the Company is required to issue 7,000,000 shares of common stock. Upon the Multipay Shareholders paying certain liabilities in the approximate amount of US $340,000, the Company is required to deliver the balance of 600,000 shares of common stock to the Multipay Shareholders. In the event the Multipay Shareholders do not pay the required amount by the 12-month anniversary of the Closing Date, the Company will not be required to deliver the remaining shares of common stock. On May 7, 2015, the Company and Multipay executed an amendment to the Share Purchase Agreement to 1) amend the number of shares to be issued within ten days of the Closing Date from 7,000,000 shares to 6,101,517 shares; and 2) to amend the balance of shares to be delivered from 600,000 shares to 1,498,483 shares, upon the payment of certain liabilities by the Multipay Shareholders. The 6,101,517 shares will be issued on May 18, 2015. The Company has recorded contingent assets and related contingent liability from the acquisition because of the contingency of the shares to be issued and debt to be released upon the payment of certain liabilities by the Multipay Shareholders.
The purchase price was allocated to specific identifiable tangible and intangible assets at their fair value at the date of the
purchase in accordance with Accounting Standards Codification 805, “Business Combinations”, as follows:
| Allocation | ||||
| Assets | $ | 288,027 | ||
| Intangible assets | 1,054,333 | |||
| Total | 1,342,360 | |||
| Less fair value of liabilities | (732,209 | ) | ||
| Purchase price | $ | 610,151 | ||
The pro forma information below present statement of operations data as if the acquisition of Multipay S.A. took place on January 1, 2015:
| For the six month period ended | June 30, 2015 | |||
| (unaudited) | ||||
| Revenues, net | $ | 554,131 | ||
| Operating expenses | (1,368,786 | ) | ||
| Operation loss | (832,655 | ) | ||
| Other expenses | (3,730,080 | ) | ||
| Net loss | $ | (4,562,735 | ) | |
| Loss per share | (0.03 | ) | ||
| 13 |
NOTE 8 – DERIVATIVE LIABILITY
In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for warrants and many convertible instruments with provisions that protect holders from a decline in the stock price (or “down-round” provisions). For example, warrants or conversion features with such provisions are no longer recorded in equity. Down-round provisions reduce the exercise price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price.
As of June 30, 2015, the Company had outstanding convertible notes for $850,000 and warrants of 19,490,909 that the Company determined were a derivative liability due to the “reset” clause associated with the note and warrant’s conversion price. The Company had valued the derivative liability of these notes at $4,530,375 as of June 30, 2015 using the Black-Scholes-Merton option pricing model.
The Company uses a weighted average Black-Scholes-Merton option pricing model with the following assumptions to measure the fair value of derivative liability at June 30, 2015:
| Stock price | $0.10 | |
| Risk free rate | 0.28% - 1.63% | |
| Volatility | 325% | |
| Conversion/ Exercise price | $0.03 - $0.05 | |
| Dividend rate | 0% | |
| Term (years) | 0.42 to 5.0 |
The following table represents the Company’s derivative liability activity for the period ended June 30, 2015:
| Amount | ||||||
| Derivative liability balance, December 31, 2014 | $ | — | ||||
| Issuance of derivative liability during the period ended June 30, 2015 | 4,030,124 | |||||
| Change in derivative liability during the nine months ended June 30, 2015 | 500,251 | |||||
| Derivative liability balance, June 30, 2015 | $ | 4,530,375 | ||||
NOTE 9 – CONVERTIBLE DEBT
During the quarter ended June 30, 2015, the Company issued convertible debentures to investors in the aggregate principal amount of $850,000. The convertible debentures (i) are secured, (ii) bear interest at the rate of 10% per annum, and (iii) are due the earlier of one year from the date of issuance or upon the closing of a debt or equity financing in excess of $2,000,000. The convertible debentures are convertible at any time at the option of the investor into shares of the Company’s common stock that is determined by dividing the amount to be converted by $0.03. However, the conversion prices ranging from $0.03 to $0.055 can be adjusted downward if certain conditions take place such as the Company issuing securities for a price less than the conversion price.
In connection with the issuance of these convertible debentures, the Company also issued to each investor an aggregate of 19,490,909 warrants to purchase shares of the Company common stock. The warrants have an exercise prices ranging from $0.05 to $0.055 per share and expire five years from the date of issuance. However, the exercise price can be adjusted downward if certain conditions take place such as the Company issuing securities for a price less than the exercise price.
| 14 |
Due to the potential adjustment in the conversion price associated with these convertible debentures and the potential adjustment in the exercise price of the warrants, the Company has determined that the conversion feature and warrants are considered derivative liabilities. The embedded conversion feature and the fair value of the warrants was initially calculated to be $2,408,670 and $1,621,454, respectively, which are recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount up to the face amount of the convertible debentures of $850,000 with the remaining $3,180,124 begin charged as a derivative expense because of the excess of derivative expense than the carrying value of the note of $850,000. The Company recognized interest expense of $67,918 during the quarter ended June 30, 2015 related to the amortization of the debt discount. As of June 30, 2015, the convertible notes payable net of note discount is $67,918.
NOTE 10 – RESEARCH AND DEVELOPMENT
On April 1, 2013, the Company entered into an engineering contract for the hardware and software development of its next generation HDR device called the HDR+. The device is to be used by government and enterprise customers to capture all forms of machine-readable data as well as the facial and fingerprint biometric information of persons. As of December 31, 2013, the Company had paid $44,000 in cash, which has been recorded as research and development expense. Due to slippages in the development deliverables and lack of proper documentation being supplied the Company terminated this agreement on November 11, 2013.
The Company in 2014 has also started to utilize the services of a Kiosk manufacturer, Slabb Inc., for the production of its new Multi-modal Biometric Enrolment and Verification Kiosk. No formal agreement is in place, beyond a standard Non-Disclosure Agreement and the Company can utilize these services on an as needed basis.
NOTE 11 – STOCKHOLDER’S DEFICIT
The Company has 300,000,000 shares authorized and 173,284,806 issued and outstanding as of June 30, 2015.
In the second quarter of 2015, the Company issued a total of 9,746,518 common shares at a weighted average of $0.18 per shares. There were 6,101,517 shares issued in conjunction with the MultiPay Acquisition, 2,000,000 shares issued in relation to the $700,000 capital raise and 1,645,001 shares for services provided to the company at fair value.
On September 24, 2014, the Company issued a total of 2,915,000 common shares to Penn Investments, Inc. for the conversion of outstanding debt and interest.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company leased its building under a six months term lease with an option to buy at the end of the term. During the lease term, the Company is required to make a monthly lease payment of $3,000 per month.
Legal Matters
From time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods. The Company is not presently a party to any pending or threatened legal proceedings.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As of June 30, 2015, ID Global in conjunction with MutliPay generated revenues of $11,046 in 2015 and had accumulated a net loss of $7,195,555 since inception.
| 15 |
In August 2013 ID Global officially entered into a business combination with Innovation in Motion, Inc., a private company operating in two technology fields: the handheld identification market and mobile payment market. Innovation In Motion, Inc. brought a range of state-of-the-art products in these fields and has begun serious market penetration with the sale and placement of units.
The Company is developing biometric products and solutions for global Government, Enterprise, and Consumer markets. The Company is planning to focus in two specific technology areas: biometric handheld identification and biometric mobile payment. The Company’s objective is to focus on two distinct markets, one being the Government market requiring solutions for addressing its security and associated identity management needs and the other the Consumer Mobile Payment market which is looking to define non obtrusive but highly secure solutions used for credit and debit card payments that can incorporate biometric technologies. To address these markets the Company has invested into patenting and developing both hardware and software platforms focused to address these specific market requirements.
Management believes that one of the advantages of the Company’s platform approach is that the platforms could be leveraged to support a wide variety of vertical markets in both the Government and Mobile Payment space and could be easily adapted to new markets requiring low cost and configurable solutions. These vertical markets are as an example border control, public safety, enterprise security and asset management, seaports, small business inventory management, military and banking (identity verification). There are no assurances, however, that management’s beliefs are correct.
The Company, however, has not completed development of a marketable product and needs to raise substantial additional capital to complete these efforts.
Going concern
We have not reported revenues in ID Global during 2015 and have an accumulated deficit of approximately $7.2 million at June 30, 2015. MultiPay has reported revenues in the amount of $11,046 in 2015. The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2014 and 2013 contained an explanatory paragraph regarding our ability to continue as a going concern based upon our net losses. These factors, among others, raised substantial doubt about our ability to continue as a going concern. Our consolidated financial statements appearing elsewhere in this report do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to report revenues or to continue as a going concern, in which event investors would lose their entire investment in our company.
| THREE AND SIX MONTHS ENDED JUNE 30, 2015 COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 | ||||||||||||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Net Revenues | $ | 11,046 | — | $ | 11,046 | — | ||||||||||
| Operating Expenses: | ||||||||||||||||
| Depreciation and amortization | 11,469 | 11,891 | 22,740 | 23,516 | ||||||||||||
| Research and development | 853 | — | 24,853 | — | ||||||||||||
| General and administrative | 570,622 | 149,495 | 1,043,459 | 250,154 | ||||||||||||
| Total operating expenses | 582,944 | 161,386 | 1,091,052 | 273,670 | ||||||||||||
| Loss from operation | $ | (571,898 | ) | $ | (161,386 | ) | $ | (1,080,006 | ) | $ | (273,670 | ) | ||||
Three and Six Month Periods Ended June 30, 2015 and 2014
Revenues
During the three and six month periods ended June 30, 2015 and 2014, no revenues were generated by ID Global, however MultiPay has generated $11,046 since April 6, 2015, the acquisition date.
| 16 |
Expenses
Research and Development Expense. For the six months ended June 30, 2015, the Company incurred $24,853 in research and development primarily for the Colombia Transit Kiosk Project which was a 100% increase from the six months ended June 30, 2014. For the three month period ended June 30, 2015 no R&D expenses were incurred.
Depreciation and Amortization expense. For the six months ended June 30, 2015, depreciation and amortization expense remained relatively constant as compared to the six months ended June 30, 2014.
| Six Months Ended | Six Months Ended | |||||||
| June 30, 2015 | June 30, 2014 | |||||||
| Occupancy | $ | 18,300 | $ | 22,899 | ||||
| Payroll and related | 327,869 | 65,913 | ||||||
| Professional fees | 583,290 | 125,956 | ||||||
| Internet/Phone | 8,526 | 8,715 | ||||||
| Travel/Entertainment | 18,296 | 5,104 | ||||||
| Marketing | — | 8,143 | ||||||
| Other | 87,178 | 13,424 | ||||||
| Total General and Administrative | $ | 1,043,459 | $ | 250,154 | ||||
| For the six months ended June 30, 2015, Occupancy expenses were reduced by $4,209. | |||
| For the six months ended June 30, 2015, Payroll and Related expenses increased due to Company’s officers beginning to take salaries and the hire of a Chief Financial Officer. | |||
| For the six months ended June 30, 2015, Professional fee expense increased due to Legal and Consulting Fee expense that were incurred in 2014 due to the acquisition of MultiPay on March 6, 2015 and a capital raise of $850,000. | |||
Liquidity and Capital Resources
Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. As of June 30, 2015, we had total current assets of $850,793 and we had total current liabilities of $5,829,580.
On a cash basis operating activities used $679,908 and $173,210 in cash for the six months ended June 30, 2015 and 2014, respectively. The increase in cash in the six months period ended June 30, 2015 is majorly resulted from the proceeds from the convertible note payable and related party note payable.
As of June 30, 2015 and the date of this report, we expect expenditures related to development in subsidiary acquired during the quarter ended June 30, 2015. Current cash position may not sufficient to support our development. The success of our business plan is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all. Our failure to obtain financing would have a material adverse effect on our business.
| 17 |
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.
Recent Accounting Policies
The recent material accounting policies that may be the most critical to understanding of the financial results and conditions are discussed in Note 2 of the unaudited financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information not required to be filed by Smaller Reporting Companies.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, under the supervision and with the participation of the Chief Executive Officer who also serves as our principal financial and accounting officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2015, the end of the period covered by this Quarterly Report on Form 10-Q.
Based upon that evaluation, the Chief Financial Officer who also serves as our principal financial and accounting officer concluded that, as of June 30, 2015, the disclosure controls and procedures were not effective as a result of continuing weaknesses in its internal control over financial reporting as identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 18 |
There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.
Risk factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended December 31, 2014. There has been no material change in our risk factors from those previously discussed in the Annual Report on Form 10-K, except as follows:
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None except as previously reported.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable to our operations.
See ITEM 1A above.
| 3.3 | Certificate of Ownership and Merger (incorporated by reference to the Current Report on Form 8-K as filed on October 9, 2014) |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act* |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act* |
| 32.1 | Certification of Chief Executive Officer and principal financial and accounting officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101.INS | XBRL Instance Document * |
| 101.SCH | XBRL Taxonomy Extension Schema Document * |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * |
| * Filed herein | |
| 19 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ID GLOBAL SOLUTIONS | |
| CORPORATION | |
| By: /s/ Thomas R. Szoke | |
| Thomas R. Szoke, Chief Executive Officer, | |
| Principal Executive Officer | |
| By: /s/ Charles D. Albanese | |
| Charles D. Albanese, Chief Financial Officer, | |
| Principal Financial and Accounting Officer | |
| Dated: August 27, 2015 |
| 20 |
Exhibit 31.1
RULE 13a-14(a)/15d-14(a) CERTIFICATION
I, Thomas R. Szoke, certify that:
1. I have reviewed this Annual Report on Form 10-Q/A for the quarter ended June 30, 2015 of ID Global Solutions Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| August 27, 2015 | ||
| /s/ Thomas R. Szoke | ||
| Thomas R. Szoke, Chief Executive Officer, | ||
| (principal executive, accounting and financial officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of ID Global Solutions Corporation (the “Company”) on Form 10-Q/A for the quarter ended June 30, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Thomas R. Szoke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 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 result of operations of the Company.
| August 27, 2015 | /s/ Thomas R. Szoke |
| Thomas R. Szoke, Chief Executive Officer | |
| (principal executive, accounting and financial officer) |
DERIVATIVE LIABILITY (Details Narrative) - Jun. 30, 2015 - USD ($) |
Total |
|---|---|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
| Convertible notes outstanding | $ 850,000 |
| Outstanding warrants | 19,490,909 |
| Derivative liability | $ 4,530,375 |