You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
Prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this Prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this Prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
Migom Global Corp. (the "Company" or "Migom Global") was incorporated as
Alfacourse Inc. in the State of Nevada on February 29, 2016. On November 1,
2019, the Company amended its articles of incorporation and changed its name to
Migom Global Corp. The change was made in anticipation of entering a new line of
business operations which is a new company building synergistic ventures in
international banking, securities brokerage, electronic money distribution as
well as digital assets origination and market making.
On October 8, 2019, Heritage Equity Fund LP ("Heritage Equity Fund," 80% owned
by Thomas A. Schaetti ("Mr. Schaetti"), entered into a Stock Purchase Agreement
to acquire 5,000,000 shares, par value $0.001, of Migom Global and thereafter
Heritage Equity Fund became 68.48% Controlling shareholder of Migom Global, Mr.
Schaetti is 54.78% indirect owner of Migom Global Corp.
On April 21, 2020, Heritage Equity Fund (the "Seller") and Migom Global (the
"Purchaser") entered into an Asset Purchase Agreement where Migom Global
acquired certain intellectual property involving core banking front end and
back-end user interface software, banking and trading cloud-based and server
software, etc. from Heritage Equity Fund. Migom Global issued 30,000 shares of
its common stock for total consideration of $270,000 for the acquisition.
On May 12, 2020, the Company entered into an acquisition agreement with Migom
Bank Ltd. and Mr. Schaetti (the "Migom Agreement"). Migom Bank Ltd. ("Migom
Bank") was incorporated on August 7, 2019 in Dominica. Pursuant to the Migom
Agreement, the Company acquired all of the outstanding equity of Migom Bank.
Migom Bank is a regulated full-service international bank, licensed by the
Financial Services Unit of the Ministry of Finance of Commonwealth of Dominica,
specializing in providing retail banking services to individuals and companies
worldwide. In addition to the traditional services of a deposit institution
Migom Bank offers lending, leasing, and investment services, provides money
transmittal services, is authorized to issue and administer means of payment
such as credit and debit cards, travelers cheques, bankers' drafts and
electronic money. Migom Bank is also authorized by its regulators to provide
custody of securities, issue guarantees and commitments, provide credit
reference services, safe custody of valuables, offer all forms of electronic
banking and foreign exchange and precious metal dealing services. Migom Bank is
also authorized by its regulators to perform a variety of investment banking and
corporate finance services. In exchange for the equity Migom Bank, the Company
issued Mr. Schaetti 126,222 shares of common stock of the Company, at a price
per share of $9.00. Migom Bank will operate under a separate business plan than
the Company and Central Rich Trading Ltd.
On May 12, 2020, the Company, entered into an acquisition agreement with Central
Rich Trading Ltd. and Mr. Schaetti (the "Central Agreement"). Central Rich
Trading Ltd. ("Central") was incorporated on November 16, 2017 in Hong Kong.
Pursuant to the Central Agreement, the Company acquired all of the outstanding
equity of Central. On 27th of September 2021, 99% of Central Rich Trading shares
were sold to private investors in Hong Kong for HKD 79,768 or USD 10,252.
Therefore, Migom Global Corp is no longer monitoring Central Rich Trading
business plan.
4
Results of Operations
Results of Operations for the year ended December 31, 2021 and 2020
For the year ended December 31, 2021, we have generated revenue of $20,980,435
compared with $3,839,242 for the year ended December 31, 2020.
For the years ended December 31, 2021, our expenses related to our banking
operations were $6,113,046 comprised of banking partners fees & commissions of
$670,187, other financial institutions fees $5,256,955, selling and marketing
expenses $2,333, other interest and expenses $9,348 and interest on deposits and
money market funds $174,223, as compared to the Company $1,248,998 expenses paid
for our banking operations at the end of December 31, 2020.
For the year ended December 31, 2021 our operating expenses (excluding marketing
fees) were $2,620,211 ($423,631 for the year ended December 31, 2020) comprised
of wages & salaries $223,150, payroll related taxes $21,022, rent $150,171,
audit and related fees $88,123, data processing services $36,677, accounting
fees $195,600, legal fees $476,226, other consultants $662,267, office
administrative expenses $75,258, stock transfer fees $3,539, losses from
revaluation of foreign exchange of $565,787 and amortization expenses of
$118,701 as compared to wages and salaries of $165,509, employees training
$2,539, payroll related taxes $2,294, travel $5,247, rent $29,042, audit fees
$40,876, data processing services $2,857, accounting fees $6,540, legal fees
$16,500, other consulting fees $50,863, office administrative expense $82,870,
stock transfer fees $7,273, miscellaneous expenses $20,164, bank charges $254,
gains from revaluation of foreign exchange of $37,172 and amortization expenses
of $27,975 ended December 31, 2020.
The substantial increase in operating expenses was primarily due to the
marketing activities and payment of salaries, as the group continues to grow in
new markets, pursue new product launches and increase its customer base.
Liquidity and Capital Resources
As of December 31, 2021, the Company had $12,436,662 in cash together with total
assets of $18,280,129 and current liabilities of $3,059,799, as compared with
$18,454,981 in cash together of total assets of $19,280,025 and $16,325,774 of
current liabilities as of December 31, 2020. The net operating capital of the
Company is sufficient for the Company to remain operational in the short and
medium term.
For the year ended December 31, 2021, we have cash flows used in operating
activities of $7,680,806 as compared to $2,178,574 for the same period in 2020.
We had cash flow for financing activities of -$13,154,694 and $15,692,372 for
the year ended December 31, 2021 and 2020 respectively.
Since inception, we have sold 5,000,000 shares of common stocks to our previous
president and director, at a price of $0.001 per share and 2,539,000 shares of
common stock to our investors at a price of $0.001 per share for the aggregated
proceeds of $7,315. For the year ended December 31, 2021, we have 7,539,000
shares of common stock at price of $0.001 as compared to 7,489,000 common stock
at the price of $0.001 for year ended December 31, 2020. The Company has recast
prior period financial statements to reflect the acquisition of Migom Bank Ltd
and Central Rich Trading Ltd.'s common shares as if the restructuring
transaction had occurred as of the earliest date of the financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or 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.
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