General
Migom Global Corp. (the "Company") was incorporated as Alfacourse Inc. in the
State of Nevada on February 29, 2016. On October 9, 2019, as a result of a
private transactions, 5,000,000 shares of common stock (the "Shares") of the
Company, were transferred from Oleg Jitov to Heritage Equity Fund LP (the
"Purchaser"). As a result, the Purchaser became a 68.35% holder of the voting
rights of the issued and outstanding share capital of the Company on a
fully-diluted basis of the Company, and became the controlling shareholder. In
connection with the transaction, Oleg Jitov released the Company from all debts
owed to him. On October 8, 2019, the existing director and officer resigned.
Accordingly, Oleg Jitov, serving as a director and an officer, ceased to be the
Company's Chief Executive Officer, Chief Financial Officer, President,
Treasurer, Secretary and a Director. At the effective date of the transfer,
Georgi Parrik consented to act as the new President, CEO, CFO, Treasurer,
Secretary and Chairman of the Board of Directors of the Company. On November 1,
2019, the Company amended its articles of incorporation change its name to Migom
Global Corp. The change was made in anticipation of entering into 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. Our offices are located at
1185 Avenue of the Americas, 3rd Floor, New York, NY 10036.
On January 23, 2020, HRH Prince Maximillian Habsburg was appointed as Chairman
of the Board of Directors of the Company. Also, on January 23, 2020, Mr. Thomas
Schaetti and Mr. Stefan Lenhart were appointed as members of the Board of
Directors of the Company. HRH Prince Maximillian Habsburg, Thomas Schaetti, and
Stefan Lenhart accepted such appointments on January 23, 2020. Each appointee is
independent using the definition of independence under NASDAQ Listing Rule
5605(a)(2) and the standards established by the Securities and Exchange
Commission.
On May 12, 2020, the Company entered into an acquisition agreement with Migom
Bank Ltd. and Thomas A. Schaetti (the "Migom Agreement"). Pursuant to the Migom
Agreement, the Company acquired all of the outstanding equity of Migom Bank Ltd.
("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.
On May 12, 2020, the Company, entered into an acquisition agreement with Central
Rich Trading Ltd. and Thomas A. Schaetti (the "Central Agreement"). Pursuant to
the Central Agreement, the Company acquired all of the outstanding equity of
Central Rich Trading Ltd. ("Central"). Central is a money service business that
is licensed by the Hong Kong Customs and Excise Department to provide all forms
of permitted money services, electronic money and payment services in the
respective territories. In exchange for the equity of Central, the Company
issued Mr. Schaetti 17,778 shares of common stock of the Company, at a price per
share of $9.00.
On May 14, 2020, Mr. Thomas A. Schaetti was appointed as President of the
Company and Georgi Parrik assumed the title of Chief Executive Officer.
We are a company with limited earnings to date and nominal operations and assets
with a focus on intellectual property development.
Patent, Trademark, License & Franchise Restrictions and Contractual Obligations
& Concessions
Migom Global uses a group of Intellectual Property Practice lawyers assist
internationally and locally in transactions where intellectual property plays an
important role, such as non-disclosure and confidentiality agreements, franchise
agreements, license agreements and transfer agreements. It is carried out in
accordance with local and international law.
Governmental and Industry Regulations
We will be subject to federal and state laws and regulations that relate
directly or indirectly to our operations including federal securities laws. We
will also be subject to common business and tax rules and regulations pertaining
to the normal business operations.
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Research and Development Activities and Costs
Support will be provided for activities targeting among others: regional
marketing, trade and investment promotion, SME development, the development of
local and regional labor markets, the development of an information society, new
technologies, improvement of cooperation between research and business
institutions, the socio-economic and environmental rehabilitation of
technologically transformed and contaminated areas.
Compliance with Environmental Laws
Our operations are not subject to any environmental laws.
Results of Operations for the Three Months Ended June 30, 2020 and 2019
Revenues
For the three months ended June 30, 2020, our revenue was $0 compared to $0 for
the same period in June 30, 2019.
Operating Expenses
For the three months ended June 30, 2020, our operating expenses were $261,992
comprised of salary expense, $16,200, rent expense, $12,042, marketing expenses,
$221,021, and general and administrative expenses, $2,073 compared to operating
expenses of $6,469, comprised of professional fees, $5,812, and general and
administrative expenses, $657 for the three months ended June 30, 2019,
primarily due to the acquisition of Migom Bank Ltd. ("Migom Bank") and Central
Rich Trading Limited ("Central Rich Trading") in May 2020.
Net Income / (Loss)
For the three months ended June 30, 2020, our net loss was $262,624 compared to
a net loss of $6,469 for the same period in 2019.
Results of Operations for the Six Months Ended June 30, 2020 and 2019
Revenues
For the six months ended June 30, 2020, our revenue was $0 compared to $0 for
the same period in June 30, 2019.
Operating Expenses
For the six months ended June 30, 2020, our operating expenses were $297,005
comprised of salary expense, $32,400, rent expense, $13,392, marketing expenses,
$221,021, and general and administrative expenses, $6,429 compared to operating
expenses of $10,696, comprised of professional fees, $8,953, and general and
administrative expenses, $1,743 for the six months ended June 30, 2019,
primarily due to the acquisition of Migom Bank and Central Rich Trading in May
2020.
Net Loss
For the six months ended June 30, 2020, our net loss was $298,201 compared to a
net loss of $10,740 for the same period in 2019.
Liquidity and Capital Resources
Liquidity and Capital Resources during the six months ended June 30, 2020
compared to the six months ended June 30, 2019
As of June 30, 2020, the Company reported the cash or cash equivalent balance of
$1,351,323 and liabilities of $466,297. The net operating capital of the Company
is not sufficient for the Company to remain operational in a short term.
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For the six months ended June 30, 2020, we have cash flows provided by operating
activities of $148,947 compared to cash flows used in operating activities of
$707 the six months ended June 30, 2019.
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 2,315,000 shares of
common stock to our investors at a price of $0.01 per share for the aggregated
proceeds of $28,150. Our previous president and director also provided $3,224
long term loan to the company (non-interest bearing with no fixed term of
repayment), which was waived as part of the change of control transaction. Our
current President and Director, Georgi Parrik, provided a $8,691 long-term loan
to the Company (non-interest bearing with no fixed term of repayment),
Going Concern
The accompanying unaudited financial statements and the factors within it, 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 and
the ability of the Company to continue as a going concern for a reasonable
period of time. The Company had net loss of $298,201 for the six months ended
June 30, 2020, and had cash provided by operating activities of $148,947 for the
six months ended June 30, 2020. The Company had working capital surplus and
accumulated deficit of $885,024 and $462,678, respectively, as of June 30, 2020.
The Company's continuation as a going concern is dependent upon its ability to
generate revenues and its ability to continue receiving investment capital and
loans from third parties to sustain its current level of operations. The Company
is in the process of securing working capital from investors for common stock,
convertible notes payable, and/or strategic partnerships. No assurance can be
given that the Company will be successful in these efforts. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as
a going concern.
We currently have no off-balance sheet arrangements that have or are reasonably
likely to have a current or future material effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make a number
of estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. Such estimates and assumptions affect the reported
amounts of revenues and expenses during the reporting period. We base our
estimates on historical experiences and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions and conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements. On an ongoing basis, we evaluate estimates and assumptions
based upon historical experience and various other factors and circumstances. We
believe our estimates and assumptions are reasonable in the circumstances;
however, actual results may differ from these estimates under different future
conditions.
See Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Note 1, "Summary of Significant Accounting Policies"
in our audited financial statements for the year ended December 31, 2019,
included in our Annual Report on Form 10-K as filed on March 31, 2020, for a
discussion of our critical accounting policies and estimates.
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