UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 333-216086
MIGOM GLOBAL CORP.
(Exact name of registrant as specified in its charter)
| NEVADA | 6199 | 61-1787148 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Number) | (IRS Employer Identification Number) |
Georgi Parrik
Chief Executive Officer
1185 6th Ave, 3rd Floor
New-York, NY, 10036, USA
Phone: 941-363-6663212-257-6711
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(g) of the Act: None
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]☐ No [X]☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]☐ No [X]☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as 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 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 [X]☒ No [ ]☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ]☐ No [X]☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company or an emerging growth company. See definitiondefinitions of "accelerated“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes [ ]☐ No [X]☒
There was no trading market value of the registrant’s common stock, par value $0.001 per share, as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of March __, 2019,December 31, 2021, the registrant had 7,315,0007,539,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of December 31, 2018.
Table of Contents
i
PART I
Item 1. Description of Business
Forward Looking Statements
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate"“may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or "continue,"“continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management'smanagement’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We face risks related to natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on our business, results of operations and financial condition. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
General
Migom Global Corp. (the “Company”) was incorporated as Alfacourse Inc. was incorporated 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 to 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 22 The Cedar, Cruagh Wood, Stepaside, Dublin 18, Ireland.1185 Avenue of the Americas, 3rd Floor, New York, NY 10036.
On January 23, 2020, Mr. Thomas Schaetti and Mr. Stefan Lenhart were appointed as members of the Board of Directors of the Company. Mr. Stefan Lenhart is independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2) and the standards established by the Securities and Exchange Commission.
We are a company with limitedstable earnings to date, focused on top line revenue growth and nominal operationsintellectual property development, while maintaining profitability.
On the 19th of January 2021, Heritage Equity Fund LP and assets withMigom Verwaltungs GMBH entered into a focusrestricted shares acquisition transaction; on early-stage business activities suchwhich Migom Verwaltungs GMBH acquired 5,030,000 restricted shares. The transaction was treated as proofa transfer of concept development, acquiring new customershares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On the 28th of April 2021 Heritage Equity Fund LP and promoting our video editing services. Since incorporation, management has developedMigom Verwaltungs GMBH entered into a detailed business planrestricted class A shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 650,000 restricted class A shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On 28th of June 2021, Mr. Ricardo Salcedo Sanchez was appointed Chief Financial Officer of Migom Global Corp.
On 27th of September 2021, Migom Global Corp sold a majority stake of Central Rich Trading Limited (99% of share capital) to provide customers with unique and innovative solutionMr. Chin Sin Kwok for their needs.HKD 79,768 or USD 10,252 (at closing exchange rate of 27th of September 2021).
Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions
Migom Global uses a group of the products or services that we expect to be providing that would give rise to any patent, trademark or license infringements or violations. We have not entered into anyIntellectual 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, or other contracts that have given, or could give rise to obligations or concessions.
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.
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 labour markets, the development of an information society, new technologies, improvement of cooperation between research and development that was done by our Presidentbusiness institutions, the socio-economic and Directorenvironmental rehabilitation of technologically transformed and have not yet spent any money on R&D. Once this offering is completed we will have resource to continue our R&D program.contaminated areas.
Compliance with Environmental Laws
Our operations are not subject to any environmental laws.
Employees
To date we have five full time employees excluding our Directors at Migom Bank.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
We do not own any real estate or other properties.
Item 3. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Year-End Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Our common shares are notstock is currently quoted on the OTC Bulletin Board at this time. Pink under the trading symbol “MGOM.” Our common stock did not trade prior to September 26, 2019.
Trading in stocks quoted on the OTC Bulletin BoardPink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelatedhave little to do with a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.stock in the future.
For the periods indicated, the following table sets forth the high and low prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.represent actual transactions.
| Fiscal Year 2021 | High | Low | ||||||
| First Quarter | 30.00 | 30.00 | ||||||
| Second Quarter | 100.24 | 30.00 | ||||||
| Third Quarter | 100.24 | 100.24 | ||||||
| Fourth Quarter | 100.24 | 100.24 | ||||||
We have issued 7,539,000 shares of our common stock have traded.
Holders
As of December 31, 2018, the 7,315,000 issued and outstanding shares of common stock were held by a total of 302021, we have 16 shareholders of record.record of our common stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is VStock Transfer LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598 and telephone number is +1 212-828-8436.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal yearsyear ended December 31, 2018.2021 or 2020. We have not paid any cash dividends since our inceptionon February 29, 2016 (inception) and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
No unregistered sales of ourequity securities took place during the fiscal year ended December 31, 2021.
Purchases of Equity Securities by Officersthe Registrant and DirectorsAffiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2021.
Other Stockholder Matters
None.
ITEM 6. [RESERVED]
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
Results of Operations
Results of Operations for the year ended December 31, 2018. We believe our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing funds received from our President2021 and Director from the purchase of shares. He has no commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve month period, we require a minimum of $25,000 (approximately $15,000 of which are legal and registration fees for a public company) of funding from this offering. Being a development stage company, we have very limited operating history. After twelve months period we may need additional financing, for which we currently don’t have any arrangements. Our office is located at 22 The Cedar Cruagh Wood, Stepaside, Dublin 18, Ireland. Our phone number is 941-363-6663.2020
For the year ended December 31, 20182021, we have generated revenuesrevenue of $5,875; no significant additional revenue is anticipated until we complete$20,980,435 compared with $3,839,242 for the year ended December 31, 2020.
For the years ended December 31, 2021, our initial business development. There is no assurance we will ever reach that stage.
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 raise moneywages 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 this offering. We believe that we will be able to raise enough money through this offering to expand our proposed operations, however there is no guarantee that we will stay in business after doing so. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
The substantial portion of our activities to date focused on becoming a reporting public company to raise more capital to finance our business activities. Our President has also developed Plan of Operations. We have established the company office and provided information session and consulting about our services to one prospective customer.
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 expenditures relating to: (i)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 software; (ii) developmental expenses associated with a start-up business;Migom Bank Ltd and (iii) marketing expenses. We intend to finance these expenses with further issuancesCentral Rich Trading Ltd.’s common shares as if the restructuring transaction had occurred as of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuancesthe earliest date of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the dateSecurities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are located following the signature page of this Annual Report, we do not have any material commitments.Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Significant EquipmentDisclosure Controls and Procedures
We do not intendconducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to purchase any significant equipment duringensure that information required to be disclosed by the next twelve months.
Management believes that the material misstatement. The Companyweaknesses set forth in items (2) and (3) above did not influence our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Report on Internal Control Over Financial Reporting
Our management is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration ofresponsible for establishing and maintaining adequate internal control over financial reporting as a basisdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for designing audit procedures that are appropriateexternal purposes in the circumstances, but notaccordance with generally accepted accounting principles. The internal controls for the purposeCompany are provided by executive management’s review and approval of expressing an opinionall transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
Based on this assessment, management has concluded that as of December 31, 2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the relatedpreparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of operations, stockholder’s equity,measures:
We will increase our personnel resources and cash flowstechnical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting for the year then ended in conformity accounting principles generally acceptedDecember 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
NONE.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
(a) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on its financial statements included in the United StatesForm 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of America.a position taken by an authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental entity is not required to submit such documentation.
(b) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i) (2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on its financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identified, must disclose:
| (1) | That, for the immediately preceding annual financial statement period, a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued an audit report for the registrant; |
| (2) | The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the registrant is incorporated or otherwise organized; |
| (3) | Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting firm have a controlling financial interest with respect to the registrant; |
| (4) | The name of each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant; and |
| (5) | Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the Chinese Communist Party, including the text of any such charter. |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
| Name | Age | Position and Officers | ||
| Georgi Parrik | 41 | Chairman, CEO, Director | ||
| Thomas Schaetti | 46 | President, Director (appointed on January 23, 2020) | ||
| Stefan Lenhart | 43 | Director, Treasurer (appointed on January 23, 2020) | ||
| Ricardo Salcedo | 37 | CFO, (appointed on June 28, 2021) |
Georgi Parrik- Chairman, CEO, Director
Mr. Georgi Parrik, age 41, currently, and since June 2019, is the CEO/Director of 1STX OU and DIMM International OU. From 2014 to 2019, Mr. Parrik was employed by Neuenhaus S.A., a Luxemburg Asset Management company as regional manager for the Eastern European countries. Georgi Parrik worked as, the President of Punchline Quebec from 2005 to 2013. He is the original Cofounder of this entertainment company, operated in Ontario and Quebec, Canada. He was also the President and CEO of the US public company, Antaga International Inc. from June 10, 2009 to August 29, 2012.
Georgi Parrik graduated From Burnaby South HS, Burnaby, BC, Canada 1999; graduated From Langara College 1999-2002 (General science and Human Kinesiology), UBC (University of British Colombia) 2002-2005 and studied Cell Biology and Genetics (Bachelor of Sciences).
Thomas Schaetti - Director
Mr. Thomas Schaetti, age 46, since 2019 has been working at Migom Investments S.A, Luxembourg, an EMD Agent registered by the UK FCA, as the Chief Executive Officer, at Migom Bank Ltd., Roseau, Dominica, as Chief Executive Officer, and at Migom Verwaltungs GmbH, Vienna, Austria, as Chief Executive Officer. Also beginning in 2019, Mr. Schaetti has worked at Crapera2 AG, as President of the Board, at B52 Holding AG, as a Board Member, and at Bentito AG, as a Board Member. Beginning in 2016, Thomas Schaetti has been the President of the Board of Sideral Holding AG, Baden and a Board Member of IMW Immobilien SE. Mr. Schaetti worked at E&A Beteiligungs GmbH, as Chief Executive Officer, from 2017 to 2019, and as Managing Director at Brauerei Piesting GmbH, from 2016 to 2017. He was also the Managing Director at Nordinvestment GmbH, from 2016 to 2018 and the President of the Board at Geneva Fund Services AG, from 2016 to 2017. Thomas was President of the Board of Sofina AG in Zurich from 2008 to 2015. His other career highlights include administrative positions in Privatbank Maerki Baumann & Co., AG, Zurich, Coutts Bank & Co. AG, Zurich, Euro Invest Bank AG, Zurich, and SVRB Schweizer Verband der Raiffeisen Banken, Zurich.
Mr. Thomas Schaetti has graduated from Secundarschule, Zurich in 1990 and received his Commercial Degree in Management and Business Administration from Zurich Commercial School in 1993.
Stefan Lenhart – Director
Mr. Stefan Lenhart, age 43, currently the Treasurer of Migom Bank Ltd., Roseau, Dominica, worked at DVAG Deutsche Vermögensberatung Bank AG, in investment counseling, and agency management from November 2017 to November 2018. Before that he worked at various managerial positions at such financial institutions as Creditanstalt Bank, Bank Austria AG, Alizee Bank AG, Wienerprivatbank SE and Meinl Bank AG.
Mr. Lenhart graduated from Polytechnischer Lehrgang professional school, Hohenau, Austria in 1993. He also became an integrated dealer, audit stock and derivatives market at the Vienna Stock Exchange, in 2000, passed a EUREX trader examination, Frankfurt, in 2002 and completed a VÖIG-course for funds and portfolio management (CPM), Vienna, in 2005. Stefan received an MBA in Finance Administration from Donau University, Krems in 2012, and passed the Austrian state insurance agents exam in 2016.
Ricardo Salcedo – CFO
Mr. Ricardo Salcedo, age 37, was appointed as CFO of Migom Bank Ltd on the 28th June 2021, worked at Bloomberg LP finance team from July 2011 to August 2015; He also worked at Ernst & Young TMT and FinTech transaction advisory (M&A corporate finance) team from November 2015 to December 2018. Previously Ricardo acted as CFO of GC Exchange (UK FCA regulated crypto liquidity provider), from March 2018 to August 2020; and Director of Finovate Capital Partners an UK FCA regulated boutique investment bank from January 2018 to September 2020, where he conducted multiple M&A transactions in the FinTech space. Ricardo Salcedo has a BSc. In accounting and finance from Monterrey Institute of Technology (ITESM), class 2008; MSc. In Finance from Cass Business School, class 2011; and Master International Business from Grenoble Ecole de Management, class 2010; and a Diploma in Entrepreneurship from the London School of Economics; class 2009.
Family Relationships
There are no family relationships between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:
| 1. | Bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
TERM OF OFFICE
Our directors are appointed to hold office until the next annual meeting of our stockholders or until their respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our Board of Directors hold office until removed by the Board or until their resignation appoints our officer.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of three members, two of whom, Georgi Parrik and Stefan Lenhart, are qualified as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The accompanyingNASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors have no committees. We do not have a standing nominating, compensation, or audit committee.
| Name and Principal Position | Year | Salary | Bonus ($) | Option Awards ($) | All Other Compensations ($) | Total ($) | ||||||||||||||||
| Georgi Parrik*, CEO & Director | January 1, 2019, to December 31, 2021 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||
| Thomas Schaetti, Director | January 23, 2020, to December 31, 2021 | 0 | 100,000 | 0 | 0 | 100,000 | ||||||||||||||||
| * | Appointed as of October 8, 2019 |
Georgi Parrik will be entitled to bonus share up to a maximum of 1% bonus share, subject to performance and discretionary assessment of the board of directors at the end of the three years period.
There are no annuity, pension or retirement benefits proposed to be paid to the officers or directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.
ITEM 11. Director Compensation
The following table sets forth director compensation as of December 31, 2021:
| Name and Principal Position | Fees Earned or Paid in Cash | Stock Award | Option Award | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation | Total | |||||||||||||||||||||
| Georgi Parrik, CEO & Director | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Thomas Schaetti, Director | 0 | 0 | 0 | 0 | 0 | 100,000 | 100,000 | |||||||||||||||||||||
| Stefan Lenhart, Director & Treasurer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Stefan Lenhart will be entitled to bonus share up to a maximum of 1% bonus share, subject to performance and discretionary assessment of the board of directors at the end of the three years period.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2021 certain information regarding the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:
| Name and Business Address of Shareholders (1) | Amount and Nature of Shareholders Ownership (2) | Percent of Outstanding Shares of Common Stock | ||||||
| Georgi Parrik | 0 | 0 | % | |||||
| Thomas Schaetti | 144,000 | 1.910 | % | |||||
| Stefan Lenhart | 0 | 0 | % | |||||
| Migom Verwaltungs GMBH | 5,030,000 | 67.165 | % | |||||
| (1) | The address of each beneficial owner is 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036. |
| (2) | A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of December 31, 2021, there were 7,539,000 shares of our common stock issued and outstanding. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
During the years ended December 31, 2021 and 2020, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm for the fiscal years ended December 31, 2021 and 2020.
| ACCOUNTING FEES AND SERVICES | 2021 | 2020 | ||||||
| Audit fees | $ | 80,000 | 40,876 | |||||
| Audit-related fees | $ | 8,123 | - | |||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | $ | 88,123 | $ | 40,876 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
For the years ended December 31, 2021 and 2020, the consolidated financial statements have been prepared assumingof the Company will continue as a going concern. As discussed in Note 2 towere audited by Mainor Audit ja Partnerid OU.
For the year ended December 31, 2019, the financial statements of the Company has suffered losses from operations, which raise substantial doubt about its abilitywere audited by former auditor, Thayer O’Neal Company, LLP.
The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
The category of “Tax services” includes tax compliance, tax advice, tax planning.
The category of “All other fees” generally includes advisory services related to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. Theaccounting rules and regulations.
All of the professional services rendered by principal accountants for the audit of our annual financial statements do not include any adjustments that might result fromare normally provided by the outcomeaccountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of this uncertainty.directors.
PART IV
ITEM 15. EXHIBITS
The following exhibits are included as part of this report by reference:
| 3.1 | Article of Incorporation, as amended# | |
| 3.2 | By-laws, as amended** | |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial officer* | |
| 32.1 | Section 1350 Certification of principal executive officer, principal financial officer and principal accounting officer* | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith |
| # | Previously filed as an Exhibit to the Company’s Form 8-K, filed with the SEC on December 01, 2020. |
| ** | Previously filed as an Exhibit to the Company’s Form S-1 filed with SEC on February 16, 2017 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MIGOM GLOBAL CORP. | ||
| Date: June 13, 2022 | By: | /s/ Georgi Parrik |
| Georgi Parrik | ||
| Chief Executive Officer, Chairman, and Director (Principal Executive Officer) | ||
| By: | /s/ Ricardo Salcedo | |
| Ricardo Salcedo | ||
| Chief Financial Officer | ||
| (Principal financial officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Georgi Parrik | Chief Executive Officer, Chairman, and Director | June 13, 2022 | ||
Georgi Parrik | (Principal Executive Officer) |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Stockholders of |
| Migom Global Corp. |
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Alfacourse Inc.(theMigom Global Corp. (the Company) as of December 31, 2018,2021 and 2020, and the consolidated related statements of operations, stockholders’ equity, and cash flows for each of the yeartwo years in the period endedDecemberended December 31, 2018,2021, and the related notes (collectively referred to as the financial statements). The financial statements of the Company as of December 31, 2017, were audited by other auditors whose report dated April 9, 2018, expressed an unqualified opinion on those statementsincluded an explanatory paragraph regarding going concern on the Company.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The Critical Audit Matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. We determined that there are no critical audit matters.
/s/ JLKZ CPA LLP
MAINOR AUDIT JA PARTNERID OÜ
We have served as the Company’s auditor since 20182022.
MAINOR AUDIT JA PARTNERID OÜ.
Kadaka pst 85a, Tallinn, Harju maakond 10922
PCAOB ID Number 2333
June 14, 2022
Migom Global Corp.
(Formerly Alfacourse Inc.)
Consolidated Balance Sheets
As of December 31, 20182021 and 20172020
| December 31, 2021 | December 31, 2020 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and due from banks | 12,436,662 | 18,454,981 | ||||||
| Investment activities | 1,600 | |||||||
| Accounts receivable - related party | 0 | |||||||
| Accounts receivable | - | |||||||
| Security Deposit | 137,603 | |||||||
| Prepaid Expenses | 4,471,435 | 14,917 | ||||||
| Total current assets | 17,047,300 | 18,469,898 | ||||||
| Non-current Assets | ||||||||
| Intangible assets, net | 1,235,857 | 810,127 | ||||||
| Total non-current assets | 1,235,857 | 810,127 | ||||||
| Total assets | 18,283,158 | 19,280,025 | ||||||
| Liabilities and shareholders' equity | ||||||||
| Liabilities: | ||||||||
| Deposits | 2,476,486 | 15,599,401 | ||||||
| Accounts payable and accrued expenses | 477,927 | 1,245 | ||||||
| Accrued interest - related party | - | - | ||||||
| Accounts payable related party | (0 | ) | ||||||
| Notes payable to related party | 105,386 | 137,164 | ||||||
| Income tax payable | - | 587,964 | ||||||
| Total liabilities | 3,059,799 | 16,325,774 | ||||||
| Commitments and Contingencies | - | - | ||||||
| Shareholders’ equity | ||||||||
| Preferred stock ($0.001 par value, 650,000 shares authorized, 650,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020) | 650 | 650 | ||||||
| Common stock ($0.001 par value, 7,500,000 shares authorized, 7,539,000 and 7,489,000 shares issued and outstanding at Dec 31, 2021 and 2020) | 7,539 | 7,489 | ||||||
| Additional paid in capital | 1,580,028 | 1,542,255 | ||||||
| Accumulated income (deficit) | 13,179,281 | 962,778 | ||||||
| Statutory reserves | 440,973 | 440,973 | ||||||
| Other comprehensive income | 14,888 | 106 | ||||||
| Total shareholders’ equity | 15,223,359 | 2,954,251 | ||||||
| Total liabilities and shareholders’ equity | 18,283,157 | 19,280,025 | ||||||
| December 31, 2018 | December 31, 2017 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash & Cash Equivalents | $ | 6,139 | $ | 31,643 | ||||
| Total Current Assets | 6,139 | 31,643 | ||||||
| Fixed Assets | ||||||||
Computer Equipment, net | 1,240 | 2,860 | ||||||
| Total Assets | $ | 7,379 | $ | 34,503 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
| Accounts Payable | $ | 4,250 | $ | 798 | ||||
| Due to Related Party | 3,224 | 3,474 | ||||||
| Income Tax Payable | - | 798 | ||||||
Total Current Liabilities | 7,474 | 4,980 | ||||||
| Total Liabilities | 7,474 | 4,980 | ||||||
| Stockholders’ Equity | ||||||||
| Common Stock, $0.001 par value, 75,000,000 shares authorized, | ||||||||
| 7,315,000 shares issued and outstanding, respectively | 7,315 | 7,315 | ||||||
| Additional Paid-In Capital | 20,835 | 20,835 | ||||||
| Retained Earnings (Deficit) | (28,245 | ) | 1,373 | |||||
| Total Stockholders’ Equity | (95 | ) | 29,523 | |||||
| Total Liabilities and Shareholders’ Equity | $ | 7,379 | $ | 34,503 | ||||
The accompanying notes are an integral part of these condensed financial statements.
Migom Global Corp.
(formerly Alfacourse Inc.)
Consolidated Statements of Operations
and Comprehensive Income (Loss)For the YearsYears Ended December 31, 20182021 and 2017
| December 31, 2018 | December 31, 2017 | |||||||
| REVENUE | ||||||||
| $ | 5,875 | $ | 5,820 | |||||
| EXPENSES | ||||||||
| General and Administrative | 14,014 | 3,064 | ||||||
| Professional | 21,148 | 5,621 | ||||||
| Total Expenses | 35,162 | 8,685 | ||||||
| Loss from Operations | (29,287 | ) | (2,865 | ) | ||||
| Income Tax Expense | (331 | ) | (974 | ) | ||||
| NET INCOME AFTER TAX | $ | (29,618 | ) | $ | (1,891 | ) | ||
| Basic and Diluted Net Loss per Common Share | $ | 0.00 | $ | 0.00 | ||||
| Weighted-Average Number of Common Shares Outstanding | 7,315,000 | 7,315,000 | ||||||
| For the Year ended | For the Year ended | |||||||
| Dec 31, | Dec 31, | |||||||
| 2021 | 2020 | |||||||
| Non-interest income | ||||||||
| Service fees from clients' accounts services | 20,860,435 | 3,839,242 | ||||||
| Related party income | 120,000 | |||||||
| Total non-interest income | 20,980,435 | 3,839,242 | ||||||
| Non-interest expenses | ||||||||
| Banking partners -fees & commissions | (670,187 | ) | (257,917 | ) | ||||
| Other financial institutions - fees & commissions | (5,256,955 | ) | (186,483 | ) | ||||
| Transaction fees paid to related party | ||||||||
| Selling & marketing expenses | (2,333 | ) | (759,791 | ) | ||||
| General and administrative expenses | (2,620,211 | ) | (423,631 | ) | ||||
| Interest expenses from operation | (942 | ) | ||||||
| Other income (expenses) | (9,348 | ) | ||||||
| Total non-interest expenses | (8,559,034 | ) | (1,628,764 | ) | ||||
| Interest expense | ||||||||
| Interest on deposits | (68,404 | ) | (43,865 | ) | ||||
| Interest on money market fund | (105,819 | ) | - | |||||
| Total interest expense | (174,223 | ) | (43,865 | ) | ||||
| Impairment loss of investment | 10,248 | |||||||
| Other Income | (41,028 | ) | (4,420 | ) | ||||
| Total other income (loss) | (30,780 | ) | (4,420 | ) | ||||
| Income (loss) before income taxes | 12,216,397 | 2,166,613 | ||||||
| Income tax expenses | - | (587,964 | ) | |||||
| Net income (Loss) | 12,216,397 | 1,578,649 | ||||||
| 0 | % | |||||||
| Comprehensive Income | ||||||||
| Other Comprehensive Income | - | 43 | ||||||
| Total Comprehensive Income | 12,216,397 | 1,578,692 | ||||||
| Basic and diluted income per common share | 1.64 | 0.21 | ||||||
| Weighted average number of common shares outstanding - basic and diluted | 7,470,703 | 7,470,703 | ||||||
The accompanying notes are an integral part of these condensed financial statements.
Migom Global Corp.
(formerly Alfacourse Inc.)
Consolidated Statements of Cash Flows
For The YearsYears Ended December 31, 20182021 and 2017
| December 31, 2018 | December 31, 2017 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITES | ||||||||
| Net Loss | $ | (29,618 | ) | $ | (1,891 | ) | ||
| Adjustment to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||||||
| Depreciation Expense | 1,620 | 380 | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts Payable | 3,451 | (2,202 | ) | |||||
| Income Tax Payable | (707 | ) | (974 | ) | ||||
| Net Cash from Operating Activities | (25,254 | ) | (4,687 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Equipment Purchase | - | (3,240 | ) | |||||
| Net Cash Used in Investing Activities | - | (3,240 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from (Repayment to) related party | (250 | ) | 2,500 | |||||
| Proceeds from Sale of Common shares | - | 23,150 | ||||||
| Net Cash Provided by Financing Activities | (250 | ) | 25,650 | |||||
| Net Increase (Decrease) in Cash | (25,504 | ) | 17,723 | |||||
| Cash, Beginning of Period | 31,643 | 13,920 | ||||||
| Cash, End of Period | $ | 6,139 | $ | 31,643 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash Paid for: | ||||||||
| Interest | - | - | ||||||
| Income Taxes | $ | 331 | - | |||||
| For the Year ended | For the Year ended | |||||||
| Dec 31, 2021 | Dec 31, 2020 | |||||||
| Cash Flows from Operating activities | ||||||||
| Net income (loss) | 12,216,397 | 1,578,649 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation and amortization expenses | 118,701 | 27,975 | ||||||
| Shares issued for expenses | 37,773 | |||||||
| Other adjusments | 13,337 | |||||||
| Interest expense converted to Preferred Stock | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable - related party | (0 | ) | ||||||
| Security Deposit | (137,603 | ) | ||||||
| Prepayment | (4,456,518 | ) | (13,806 | ) | ||||
| Accounts payable and accrued expenses | 476,682 | (3,150 | ) | |||||
| Accrued interest - related party | 942 | |||||||
| Accounts payable - related party | (0 | ) | ||||||
| Notes payable to related party | ||||||||
| Income tax payable | (587,964 | ) | 587,964 | |||||
| Net cash provided by (used in) operating activities | 7,680,806 | 2,178,574 | ||||||
| Cash Flows from Investing activities | ||||||||
| Acquisition for software development | (544,432 | ) | (568,102 | ) | ||||
| Impairment loss of investment | - | - | ||||||
| Net cash used Investing activities | (544,432 | ) | (568,102 | ) | ||||
| Cash Flows from Financing activities | ||||||||
| Capital Contribution | ||||||||
| Proceeds from Related Party | (31,778 | ) | 92,971 | |||||
| Increase in clients' deposits | (13,122,915 | ) | 15,599,401 | |||||
| Proceeds from notes payable | ||||||||
| Net cash provided by financing activities | (13,154,694 | ) | 15,692,372 | |||||
| Effect of exchange rate changes on cash | 55 | |||||||
| Change in cash and due from banks | (6,018,320 | ) | 17,302,899 | |||||
| Cash and due from banks at beginning of period | 18,454,981 | 1,152,082 | ||||||
| Cash and due from banks at end of period | 12,436,662 | 18,454,981 | ||||||
| - | ||||||||
| Supplemental disclosure of cash flow information | ||||||||
| - | - | |||||||
| Cash paid for interest | - | - | ||||||
| Non-cash investing and financing activities: | ||||||||
| Intangible assets acquired by issuance of common stock | 1,566,000 | |||||||
| Related party debt converted to Preferred Stock | 79,501 | |||||||
| Reversal of capital contribution to related party payable | - | |||||||
| Forgiveness of Debt | - | |||||||
The accompanying notes are an integral part of these condensed financial statements.
Migom Global Corp.
(formerly Alfacourse Inc.)
Consolidated Statements of Stockholders Equity
For the Years EndedThe Years ended December 31, 20182021 and 2017
Common Stock | Amount | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Equity | ||||||||||||||||
| Balance, December 31, 2016 | 5,000,000 | $ | 5,000 | $ | - | $ | 3,264 | $ | 8,264 | |||||||||||
| Issuance of Common Shares for Cash | 2,315,000 | 2,315 | 20,835 | - | 23,150 | |||||||||||||||
| Net Income (Loss) | - | - | - | (1,891 | ) | (1,891 | ) | |||||||||||||
| Balance, December 31, 2017 | 7,315,000 | $ | 7,315 | $ | 20,835 | 1,373 | $ | 29,523 | ||||||||||||
| Issuance of Common Shares for Cash | - | - | - | - | - | |||||||||||||||
| Net Income (Loss) | - | - | - | (29,618 | ) | (29,618 | ) | |||||||||||||
| Balance, December 31, 2018 | 7,315,000 | $ | 7,315 | $ | 20,835 | $ | (28,245 | ) | $ | (95 | ) | |||||||||
| Common Stock | Preferred Stock | Additional | Accumulated other | |||||||||||||||||||||||||||||||||
| Number of Shares | Amount | Number of Shares | Amount | Paid-in Capital | Accumulated Deficit | Statutory Reserve | Comprehensive Income | Total | ||||||||||||||||||||||||||||
| Balance at December 31, 2019 | 7,459,000 | 7,459 | 1,263,891 | (174,898 | ) | 63 | 1,096,515 | |||||||||||||||||||||||||||||
| Capital Contribution | - | |||||||||||||||||||||||||||||||||||
| Forgiveness of debt | - | |||||||||||||||||||||||||||||||||||
| Net income (loss) | (35,551 | ) | 45 | (35,506 | ) | |||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | - | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2020 | 7,459,000 | 7,459 | - | - | 1,263,891 | (210,449 | ) | - | 108 | 1,061,009 | ||||||||||||||||||||||||||
| Issuance of common stock for acquisition of assets | 30,000 | 30 | 269,970 | 270,000 | ||||||||||||||||||||||||||||||||
| Issuance of preferred stock for conversion of debt | 650,000 | 650 | 79,593 | 80,243 | ||||||||||||||||||||||||||||||||
| Reversal of capital contributed by related party | - | |||||||||||||||||||||||||||||||||||
| Net Profit | (262,624 | ) | (262,624 | ) | ||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | - | - | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | 7,489,000 | 7,489 | 650,000 | 650 | 1,613,454 | (473,073 | ) | - | 108 | 1,148,628 | ||||||||||||||||||||||||||
| Issuance of common stock for acquisition of assets | - | |||||||||||||||||||||||||||||||||||
| Issuance of preferred stock for conversion of debt | - | |||||||||||||||||||||||||||||||||||
| Reversal of capital contributed by related party | - | |||||||||||||||||||||||||||||||||||
| Net Profit | 909,534 | 909,534 | ||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | (71,232 | ) | - | (71,232 | ) | |||||||||||||||||||||||||||||||
| Balance at Sept 30, 2020 | 7,489,000 | 7,489 | 650,000 | 650 | 1,613,454 | 365,229 | - | 108 | 1,986,930 | |||||||||||||||||||||||||||
| Balance at December 31, 2019 | 7,459,000 | 7,459 | 1,263,891 | (174,898 | ) | 63 | 1,096,515 | |||||||||||||||||||||||||||||
| Issuance of commont stock for acquisition of assets | 30,000 | 30 | 269,970 | 270,000 | ||||||||||||||||||||||||||||||||
| Issuance of preferred stock for conversion of debt | 650,000 | 650 | 79,593 | 80,243 | ||||||||||||||||||||||||||||||||
| Reversal of capital contribution by related party | (71,199 | ) | (71,199 | ) | ||||||||||||||||||||||||||||||||
| Net income (loss) | 1,578,649 | 1,578,649 | ||||||||||||||||||||||||||||||||||
| Statutory Reserves | (440,973 | ) | 440,973 | |||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | 43 | 43 | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 7,489,000 | 7,489 | 650,000 | 650 | 1,542,255 | 962,778 | 440,973 | 106 | 2,954,251 | |||||||||||||||||||||||||||
| 0.001 | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 7,489,000 | 7,489 | 650,000 | 650 | 1,542,255 | 962,778 | 440,973 | 106 | 2,954,251 | |||||||||||||||||||||||||||
| Issuance of commont stock for acquisition of assets | 50 | 50 | ||||||||||||||||||||||||||||||||||
| Issuance of preferred stock for conversion of debt | - | |||||||||||||||||||||||||||||||||||
| Capital Contribution | 50,000 | |||||||||||||||||||||||||||||||||||
| Impairment loss on investment | - | |||||||||||||||||||||||||||||||||||
| Forgiveness of debt | 37,773 | 37,773 | ||||||||||||||||||||||||||||||||||
| Reversal of capital contribution by related party | - | |||||||||||||||||||||||||||||||||||
| Net income (loss) | 12,216,397 | 12,216,397 | ||||||||||||||||||||||||||||||||||
| Statutory Reserves | - | |||||||||||||||||||||||||||||||||||
| Foreign Currency Translation Adjustment | 14,888 | 14,888 | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 7,539,000 | 7,539 | 650,000 | 650 | 1,580,028 | 13,179,175 | 440,973 | 14,994 | 15,223,359 | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements.
Migom Global Corp.
(formerly Alfacourse Inc.)
As of and for the years ended December 31, 20182021 and 2020
Notes to the Consolidated Financial Statements
Note 1 – Organization and Operations
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 November 1, 2019, the Company, amended its articles of incorporation change its name from Alfacourse Inc. to Migom Global Corp. The change was made in anticipation of entering into a new line of business operations. The Company changed its symbol from ALFC to MGOM on November 11, 2019.
On January 23, 2020, HRH Prince Maximillian Habsburg was appointed as Chairman of the Board of Directors of Migom Global Corp, (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. Two appointees, Georgi Parrik and Stefan Lenhart, are qualified as an independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2) and the standards established by the Securities and Exchange Commission.
On March 31, 2020, the Securities and Exchange Commission granted the request of Migom Global Corp (the “Company”) to change its Standard Industrial Code (SIC) to 6199. Such SIC reflects the current operations of the Company, which is now Finance Services.
On April 8, 2020, the Company filed with State of Nevada, a Certificate of Amendment for increasing its authorized shares by 650,000 so that they consisted of 75,000,000 common stocks and 650,000 preferred stocks. The holder of the series A preferred stock shall have no conversion right. Each share of series A preferred stock shall have the right to one vote for each share of common stock and is entitled to received dividend.
The Company entered into a Securities Exchange and Settlement Agreement (the “Agreement”) with its controlling shareholder, Heritage Equity Fund LP (“Heritage”), dated April 16, 2020, pursuant to which the Company agreed to issue Heritage 650,000 shares of its Series A Preferred Stock in exchange for $80,243 in accrued and unpaid debt principle and interest, under three convertible debentures held by Heritage. Also, on April 16, 2020, the Company issued 650,000 shares of its Series A Preferred Stock, par value $.001 per share, to Heritage, as described above. The shares of Series A Preferred Stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933. as it was exchange for existing securities of the Company.
On April 15, 2020, HRH Prince Maximillian Habsburg tendered his resignation from the Board of Directors to the Company. Also, on April 15, 2020, the remaining members of the Board of Directors of the Company accepted HRH Prince Maximillian Habsburg’s resignation.
On April 21, 2020, the Company licensed the use of certain assets to Migom Bank Ltd. (the “Bank”), pursuant to a license agreement, by and Operationsbetween the Company and the Bank (the “License Agreement”).
The completion of the acquisition of the transaction caused the Company to definitively cease being a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act).
On April 21, 2020, Heritage Equity Fund (the “Company”“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.
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 February 29, 2016 underAugust 7, 2019, in Dominica. Pursuant to the lawsMigom Agreement, the Company acquired all of the Stateoutstanding equity of Nevada. The Company offering video editingMigom 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 customersregulators 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.
On May 12, 2020, the Company, entered into an acquisition agreement with uniqueCentral Rich Trading Ltd. and innovative video editing solutionsMr. 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. 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 their needs.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. Central will operate under a separate business plan than the Company and Migom Bank.
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.
For financial reporting purposes, the acquisitions of Migom Bank and Central and the entities controlled by Mr. Schaetti represented a transaction between entities under common control resulted in a change in reporting entity and required retrospective combination of entities for all periods presented, as if the combination had been in effect since the inception of common control. Accordingly, the condensed consolidated financial statements of Migom Global Corp. reflect the accounting of the combined acquired subsidiaries at historical carrying values, except that equity reflects the equity of Migom Global Corp.
Migom Global Corp. primarily develops and holds rights to essential software products and other intellectual property vital for operations of the companies, which it owns. Such intellectual property will be licensed to other companies in the financial industry either under Migom brand or white-labeled. As a stand-alone company, Migom Global Corp. intends to manage and operate as the proprietor of the closed-loop payment and global money transfer system, which will operate both on the rails of Migom Bank and licensed to other financial institutions. Additionally, Migom Global Corp. intends to provide advisory services to government institutions and large private companies in the fields of innovative fintech and blockchain technologies and application of the same to various industries.
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.
Central Rich 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.
On the 19th of January 2021, Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 5,030,000 restricted shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On the 28th of April 2021 Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted class A shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 650,000 restricted class A shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On 28th of June 2021, Mr. Ricardo Salcedo Sanchez was appointed Chief Financial Officer of Migom Global Corp.
On 27th of September 2021, Migom Global Corp sold a majority stake of Central Rich Trading Limited (99% of share capital) to Mr. Chin Sin Kwok for HKD 79,768 or USD 10,252 (at closing exchange rate of 27th of September 2021).
Note 2 -– Significant and Critical Accounting Policies and Practices
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Form 10-K and Regulation S-X. Accordingly, the financial statements do not include all the information and footnotes required by generally accepted accounting principles generally accepted infor complete financial statements. In the United Statesopinion of America (“U.S. GAAP”).management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature.
Common Control
The transactions between the Company isand Migom Bank and Central, which all three are under common control, resulted in a development stage companychange in reporting entity and required retrospective combination of the entities for all periods presented, as definedif the combination had been in ASC 915 “Development Stage Entities.”. effect since the inception of common control. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiaries at historical carrying values, except that equity reflects the equity of Migom Global.
Principles of Consolidation
The Company is devoting substantiallyaccompanying unaudited consolidated financial statements include all of its efforts on establishing the businessaccounts of Migom Global Corp. and its planned principal operations have not commenced.wholly owned subsidiaries, Migom Bank and Central. All losses accumulated since inceptionsignificant intercompany transactions and balances have been considered as part of the Company's development stage activities.eliminated in consolidation.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s)date of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).period.
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimate(s) and assumption(s) affecting the financial statements was (were):
(i)
Assumption as a going(ii)
Valuation allowance for deferred taxThese significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expensescash equivalents, accounts payable, due to related party and note payable approximate their fair values because of the short maturity of these instruments.
Cash, Due from Banks and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. The cash and cash equivalents consist of cash deposits of bank accounts holders and the Company’s operating cash.
The Commonwealth of Dominica banking regulators do not require bank subsidiaries to maintain minimum average reserve balances, either in the form of vault cash or reserve balances held with central banks or other financial institutes.
Negative interest rate
The European Central Bank and the central banks of Denmark, Japan, Sweden, and Switzerland have implemented negative interest rates policy to stimulate their countries’ economies which essentially making banks pay to park their excess cash at the central bank. The Company is subject to negative interest rate for its cash deposits in a Switzerland bank account.
Negative interest rate expenses were $68,404 and $43,865 for the years ended December 31, 2021 and 2020.
Intangible Assets
Costs incurred to acquire intangibles are capitalized when the Company believes that there is a high likelihood that the software will be utilized and Equipmentthere will be future economic benefit associated with the software. These costs will be amortized on a straight-line basis over a 10 years and 7 years life from the date of acquisition for Migom Bank and Migom Corp, respectively.
In accordance with the straight-line method after taking into account their respective estimated residual values over the estimated useful livesprovisions of the applicable authoritative guidance, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value.
The intangible assets consists of source code, all the backups therefor, supporting documentation, manuals, schematics, computer graphics and the underlying custom images, copyrights therefor, URL domain names, as follows:well as all the software technology and knowhow and any and all other worldwide intellectual property rights in full force and effect currently in perpetuity from the date hereof and all the associated intangible assets related to as well as involved in the design, reproduction, deployment on servers and in the cloud and exploitation of the following items:
| 1. | Mathematical formulas, technical, programming in any and all programming coding languages and other designs, work papers and any and all developed and implemented and/or under development intellectual property involving core banking and client-facing front end software and back end administrative user interface software, banking and trading cloud-based and server software used under the brand name Migom Bank (www.migom.com). |
| 2. | Mathematical formulas, technical, programming in any and all programming coding languages and other designs, work papers and any and all developed and implemented and/or under development intellectual property involving mobile application in Android operating systems deployed in Google Play under the name of Migom Bank. |
| 3. | Mathematical formulas, technical, programming in any and all programming coding languages and other designs, work papers and any and all developed and implemented and/or under development intellectual property involving mobile application in iOS operating system deployed in Apple App Store under the name of Migom Bank. |
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The initial measurement of the right-of-use asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives.
ROU assets represent our right to use an underlying asset for the lease term and Contingencieslease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Impairment of Long-lived Assets
The Company follows subtopic 450-20paragraph 360-10-05-4 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to report accountingbe reviewed for contingencies. Certain conditions may exist asimpairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the date the financial statements are issued, whichasset may result in a loss to the Company but which will onlynot be resolved when one or more future events occur or fail to occur. recoverable.
The Company assesses such contingent liabilities, and such assessment inherently involves an exercisethe recoverability of judgment. In assessing loss contingenciesits long-lived assets by comparing the projected undiscounted net cash flows associated with the related to legal proceedings that are pendinglong-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived meritsexcess of the carrying amount over the fair value of relief soughtthose assets. Fair value is generally determined using the asset’s expected future discounted cash flows or expectedmarket value, if readily determinable. If long-lived assets are determined to be sought therein.
The Company did not have any commitments or contingencies asdetermined that there were no impairments of long-lived assets at December 31, 20182021 and 2017.December 31, 2020.
Revenue Recognition
In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.
The Company generates revenue from service fees such as opening of bank account, currency exchange fee and banking services fee. The banking service fee is transactional based on deposit and withdrawals and FX conversions. Service fees charged to banking clients are based on standard rates established by the Company for each category of clients. The Company can also charge customized rates to specific client based on negotiated terms or other preferences such as volume of transactions, account balances, etc.
Cost of Revenue
Cost of revenue is comprised of commissions paid to banking partners, and commissions paid to other financial institutions, such as EMI's (Electronic Money Institutions), both partners operating in Europe; and interest on deposits due to negative interest rate paid to our banking partners.
Segment Information
The Company’s video-editing services are consideredCompany adopted ASC-280, Disclosures about Segments of an Enterprise and Related Information, which requires certain financial and supplementary information to be one performance obligation; therefore, revenuedisclosed on an annual and interim basis for each reportable segment of an enterprise. The Company believes that it operates in 1 business segment which is recognized whenbanking services, have been providedand in 1 geographical segment in Dominica as each performance obligation is satisfied.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net Income (Loss) per Common Share
The Company computes basic and diluted income (loss) per common share is computedamounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss)loss per common share is computed by dividing net income (loss)loss available to common shareholders, by the weighted average number of shares of common stock outstanding during the period.period, excluding the effects of any potentially dilutive securities. Diluted net income (loss)loss per common share is computed by dividing net income (loss)loss available to common shareholders by the diluted weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
The dilutive effect of outstanding convertible securities and preferred stock is reflected in diluted earnings per share by application of the if-converted method.
Foreign Currency Translation and Transactions
The Hong Kong Dollar (“HKD”) is the functional currency of Central whereas the financial statements are reported in United States Dollar (“USD,” “$”). Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of stockholders’ equity and other comprehensive loss.
The Caribbean Dollar (“XCD) is the functional currency for Migom Bank Ltd operating expenses in Dominica. Whereas the financial statements are reported in United States Dollar (“USD,” “$”). Assets and liabilities are translated based on the exchange rates at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of stockholders’ equity and other comprehensive loss.
Comprehensive Income/Loss
The Company reports comprehensive loss and its components in its financial statements. Comprehensive loss consists of net loss on foreign currency translation adjustments affecting stockholders’ equity that, under U.S. GAAP, are excluded from net loss.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.Codification
Recently Issued Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments.” This pronouncement, along with subsequent ASUs issued to clarify provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. On November 19, 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), finalized various effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses (CECL), the revised effective date is January 2023.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Note 3 – Going Concern
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had generated revenues of $20,860,435 with limited operations and net income of $12,291,035 for the year ended December 31, 2021 and revenues of $3,839,242 with limited operations and net income of $1,578,649 for the year ended December 31, 2020.
The financial statements do not include any adjustments related 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.
Note 4 – Acquisitions
Acquisition of Migom Bank Ltd.
On May 12, 2020, the Company entered into an acquisition agreement with Migom Bank Ltd. and Thomas A. Schaetti (“Mr. 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 for total consideration of $1,136,000.
Acquisition of Central Rich Trading Limited
On May 12, 2020, the Company, entered into an acquisition agreement with Central Rich Trading Ltd. (“Central”) and Mr. Schaetti (the “Central Agreement”). Pursuant to the Central Agreement, the Company acquired all of the outstanding equity of 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 for total consideration of $160,000.
Disposal of Central Rich Trading Limited
On 27th of September 2021, Migom Global Corp sold a majority stake of Central Rich Trading Limited (99% of share capital) to Mr. Chin Sin Kwok for HKD 79,768 or USD 10,252 (at closing exchange rate of 27th of September 2021).
Common Control
The transactions between the Company and Migom Bank and Central, which all three are under common control, resulted in a change in reporting entity and required retrospective combination of the entities for all periods presented, as if the combination had been in effect since the inception of common control. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiaries at historical carrying values, except that equity reflects the equity of Migom Global.
Note 5 – Regulatory Matters
The Company is subject to following regulatory requirements established by the Commonwealth of Dominica banking regulators:
| ● | Provide adequate provisions against loan defaulters, devaluation of currency, and deposit and investment losses |
| ● | Maintain permanent capital of at least 1 million United States dollars or such other percentage as shall from time to time be fixed by the Ministry for Finance by Order |
| ● | Maintain a reserve fund and shall, out of its net profits each year and before dividend is declared, transfer to that fund 25% of its net profit. |
| ● | Comply with anti-money laundering /counter financing of terrorism requirements. |
Note 6 – Property and equipment
| December 31, 2021 | December 31, 2020 | |||||||
| Computer Equipment | $ | 3,240 | $ | 3,240 | ||||
| Less: accumulated depreciation | (3,240 | ) | (3,240 | ) | ||||
| Net | $ | - | $ | - | ||||
Depreciation expense was $nil and $nil for the years ended December 31, 2021 and 2020, respectively.
Note 7 – Intangible assets
Intangible assets schedule as follows:
| December 31, 2021 | December 31, 2020 | |||||||
| Intellectual property | $ | 1,354,558 | $ | 838,102 | ||||
| Less: accumulated depreciation | -118,701 | (27,975 | ) | |||||
| Net | $ | 1,235,857 | $ | 810,127 | ||||
Amortization expense was $118,701 and $27,975 for the years ended December 31, 2021 and 2020 respectively.
Note 8 – Deposits
Deposits consists of funds placed into banking institution by the bank accounts holders for safekeeping. The account holder has the right to withdraw deposited funds accordingly.
The composition of deposits was as follows:
| December 31, 2021 | December 31, 2020 | |||||||
| Non-interest-bearing deposits | $ | 2,476,486 | $ | 15,599,401 | ||||
| Total deposits | $ | 2,476,486 | $ | 15,599,401 | ||||
Note 9 – Shareholders’ Equity
Shares Authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of which seventy-five million (75,000,000) shares shall be common stock, par value $0.001 per share.
On April 8, 2020, the Company filed a Certificate of Amendment with the State of Nevada increasing its authorized shares by 650,000 so that they consisted of 75,000,000 shares of common stock and 650,000 shares of series A preferred stock. The holder of the series A preferred stock shall have no conversion right. Each share of series A preferred stock shall have the right to one vote for each share of common stock and is entitled to received dividend.
Common Stock
As of December 31, 2021, there were 7,539,000 total shares issued and outstanding.
On April 21, 2020, the Company entered into an asset purchase agreement with Heritage Equity Fund (the “Asset Agreement”). Pursuant to the Asset Agreement, the Company acquired all of the intellectual property of Heritage Equity Fund related to core banking front end and back-end user interface software, banking and trading cloud-based and server software, and mobile applications (collectively, the “Assets”). In exchange for the Assets, the Company issued Heritage Equity Fund 30,000 shares of common stock of the Company, at a price per share of $9.00 for total consideration of $270,000.
On May 12, 2020, the Company entered into an acquisition agreement with Migom Bank (see Note 4). 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 (see Note 4). The Company issued Mr. Schaetti 17,778 shares of common stock of the Company, at a price per share of $9.00.
On the 19th of January 2021, Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 5,030,000 restricted shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
Preferred Stock
As of December 31, 2021, there were 650,000 total shares issued and outstanding. The holder of each series A preferred stock has no conversion rights. Each stock has right to one vote. The holders of these shares shall be entitled to receive dividends. No dividends have been paid to these shareholders.
The Company entered into a Securities Exchange and Settlement Agreement with its controlling shareholder, Heritage Equity Fund, dated April 16, 2020, pursuant to which the Company agreed to issue Heritage Equity Fund 650,000 shares of its Series A Preferred Stock in exchange for $80,243 in accrued and unpaid debt principal and interest, under three convertible debentures held by Heritage Equity Fund. (Refer to Note 10)
On July 1, 2020, the Company reversed the additional paid-in capital contributed by Thomas A. Schaetti in the amount of $71,199 to related party debt because Mr. Schaetti is no longer a shareholder of Migom Bank Ltd.
On the 28th of April 2021 Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted class A shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 650,000 restricted class A shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
Note 10 – Notes payable to related party
On October 9, 2019, the Company entered into a convertible note agreement with Heritage Equity Fund, for $20,000 and $22,814, with maturity date of July 9, 2020. The note bears interest rate of 8% and is convertible into shares of common stock at $0.0025 per share.
On April 14, 2020, the Company entered into a convertible note agreement with Heritage Equity Fund, for $35,697, maturity date of July 1, 2021, the note bears interest of 8% per annum and is convertible into shares of the common stock at $0.0025 per share.
On April 16, 2020, the notes payable to related party and interest payable indicated above have been settled by issuance of Preferred Stock Series A through a settlement agreement. (Refer to Note 9)
Heritage Equity Fund is a related party as it is controlled by Thomas A. Schaetti, director and majority shareholder of the Company. (Refer to Note 11)
Interest expense were $nil and $942 for the year ended December 31, 2021 and 2020, respectively.
On April 14, 2020, the Company entered into a convertible note agreement with Heritage Equity Fund, for $35,697, maturity date of July 1, 2021, the note bears interest of 8% per annum and is convertible into shares of the common stock at $0.0025 per share.
Note 11 – Related party transactions
As of December 31, 2021, related parties of the Company consist of the following:
| Name of Related Party | Nature of Relationship | |
| Georgi Parrik | Chairman, Chief Executive Officer (“CEO”) and Director | |
| Thomas Schaetti | President and Director | |
| Heritage Equity Fund LP | Related to Thomas Schaetti, President and Director of the Company, where he is the controlling party of the entity | |
| Migom Investments S.A. | Related to Thomas Schaetti, President and Director of the Company | |
| Migom Verwaltungs Gmbh | Shareholder of the Company; related to Thomas Shaetti, President and Director of the Company, where he is the controlling party of the entity | |
| Migom Global Ltd | Related to Thomas Schaetti, President and Director of the Company, where he is the controlling party of the entity |
Rental fees
The Company rent office space occasionally from Migom Verwaltung for client meetings in Vienna,Austria.
Acquisition of intellectual property
On April 21, 2020, the Company entered into an asset purchase agreement with Heritage Equity Fund, who was 80% owned by Thomas A. Schaetti, (the “Asset Agreement”). Pursuant to the Asset Agreement, the Company acquired all of the intellectual property of Heritage Equity Fund related to core banking front end and back-end user interface software, banking and trading cloud-based and server software, and mobile applications (collectively, the “Assets”). In exchange for the Assets, the Company issued Heritage Equity Fund 30,000 shares of common stock of the Company, at a price per share of $9.00 for total consideration for $270,000.
No acquisitions of intellectual property took place in 2021.
Marketing fees
The Company engaged Migom AG, a related party of the Company, for marketing service to refer customers to open bank accounts at Migom Bank in 2020. The marketing fees were recorded as cost of revenue as it is directly related to account opening service revenues. The Company did not engage into any marketing service activities with Migom AG in 2021.
Cash held in Trust
Cash was held in trust by Migom Investment S.A. as operating funds for disbursements and receipts. The Company has full control and access over the cash held in trust. The cash balances held in trust were $5,156,405 and $1,083,958 as of December 31, 2021 and 2020, respectively
Advances from Related Parties
During the year ended December 31, 2020, Mr. Thomas Schaetti, had advanced the Company a total amount of $174,651 for working capital purpose, received $227,170 from the Company as repayments. He has requested that the figure of $71,199 to be repaid in the next financial year. These advances are unsecured, non-interest bearing and due on demand. The outstanding balance was $18,680 and $0 for December 31, 2021 and 2020, respectively. The balance was carried forward as of December 31, 2021.
As of December 31, 2021 and 2020, the outstanding balance payable to Mr. Georgi Parrik were $8,691 and $8,691, respectively. These advances are unsecured, non-interest bearing and due on demand.
During the year ended December 31, 2020, Heritage Equity Fund LP, had advanced the Company $131,197 for working capital purpose. On April 16, 2020, the Company issued the 650,000 shares of Series A Preferred Stock to convert $80,243 owned to Heritage Equity Fund LP (refer to Note 10). These advances are unsecured, non-interest bearing and due on demand. The outstanding balance was $95,500 and $42,814 as of December 31, 2020 and 2019, respectively. All advance payments from previous years were carried forward as of December 31, 2021.
During the year ended December 31, 2020, Migom Investment, had advanced the Company $14,293 for working capital purpose, received $0 from the Company as repayments. These advances are unsecured, non-interest bearing and due on demand. The outstanding balance was $14,293 and $0 as of December 31, 2020 and 2019, respectively. All advance payments from previous years were carried forward as of December 31, 2021.
Note 12 – Income taxes
USA
The Company is subject to federal taxes in the United States (tax rate of 21%), state taxes in Nevada. The Company did not recognize any deferred tax assets or liabilities as of December 31, 2021 and December 31, 2020.
Deferred Tax Assets
As of December 31, 2021, the Company had net operating loss (“NOL”) carry forwards for Federal income tax purposes of $422,770 that may be offset against future taxable income indefinitely limited to 80% of taxable income. No tax benefit has been recorded with respect to these net operating loss carry-forwards in the accompanying financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets of approximately $88,781 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance.
Components of deferred tax assets are as follows:
| December 31, 2021 | December 31, 2020 | |||||||
| Net deferred tax assets: | ||||||||
| Net operating income (loss) carry forward | $ | 422,770 | $ | 239,673 | ||||
| Income tax benefit from NOL carry-forwards | 88,781 | 50,331 | ||||||
| Less: valuation allowance | (88,781 | ) | (50,331 | ) | ||||
| Deferred tax asset, net of valuation allowance | $ | - | $ | - | ||||
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
| For the year ended December 31, 2021 | For the year ended December 31, 2020 | |||||||
| Statutory income tax rate | 21 | % | 21 | % | ||||
| Change in income tax valuation allowance | (21 | )% | (21 | )% | ||||
| Effective income tax rate | 0 | % | 0 | % | ||||
Hong Kong
Central was incorporated under the Hong Kong tax laws. The statutory income tax rate is 8.25%. Subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. The Company did not generate any income for the year ended December 31, 2021 and 2020, respectively.
Dominica
Migom Bank was incorporated under the Dominica tax law. The Statutory corporate tax rate is 25% of the profit of the company financial year. If the Company’s directors or shareholders withdraw any monies as salaries, directors’ allowances or dividend, there is a 15% withholding tax to be paid to the Tax Authorities by the Company.
| Tax Computation | For year ended December 31, 2021* | For year ended December 31, 2020 | ||||||
| Profit (loss) before income taxes | 12,291,035 | 2,351,856 | ||||||
| Tax Rate | 25 | % | 25 | % | ||||
| Income Tax expenses | 0 | 587,964 | ||||||
| * | Tax break granted from local tax authorities in Dominica for 2021. |
Note 13 – Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Covid-19
The Company has been affected negatively by COVID-19 directly and adversely affected the development this year as follows: (a) administrative lockdowns impeded the Company’s ability to scout, interview and recruit both key management staff and clerical and support employees as opening new offices and training of new employees has been impeded. Furthermore, due to travel restrictions and closures of administrative and regulatory offices in various target markets internationally, new development plans have been put on hold. Attracting capital investment has become more challenging due to travel and social interaction restrictions, which prevented the Company from being able to make in-person presentations and roadshows to investors. Interaction with the acquisition targets, regulators, banks and other vendors of requisite services in Dominica and Hong Kong has been made very difficult due to travel restrictions to the respective areas and has been mainly put on hold. Key personnel of the Company have been directly affected by COVID-19, in particular, which certain employees and vital outsourced contractors had contracted and suffered through active COVID-19 infections.
Legal Matters
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2021, there were no pending or threatened lawsuits.
Leases
The original lease agreement was less than 12 months and subsequently it is expensed out on a monthly basis. The Company has elected not to recognize lease assets and liabilities for lease with a term less than twelve months.
The lease expenses were $29,042 and $5,088 for the years ended December 31, 2021 and 2020, respectively.
Note 14 – Concentrations, uncertainties, and risks
Concentration by Geographic Location
The Company operation is located in Dominica with clients primarily from European countries.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk are cash and cash equivalents, transaction monetary assets held for clients, mark to market assets for open trading positions arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions to minimize the interest rate and credit risk of cash. The Company routinely assesses the financial strength of the financial institution, based upon factors surrounding the credit risk of the financial institutions. Credit risk of cash and cash equivalents is managed by depositing cash at renowned financial institutions where certain government regulations are in place to protect clients’ cash balances.
Regulatory risks
The Company operates in the financial service industry that requires a license to be provided by the Dominica Financial Service Unit. The Company therefore is subject to abide to the regulations set by the governing bodies. Any change in regulations or legislation may affect the Company or the industry which may cause a negative impact to the Company or across the industry. Such change in regulations may increase the costs of the Company's operations, introduce legal and administrative hurdles, and sometimes may even restrict the Company from continuing its business. In addition, the Company's failure to abide to the regulations may result in revocation of its license which may significantly disrupt its operations and business.
Note 15 – Subsequent events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
The Company has evaluated all transactions December 31, 2021 through the FASBdate these financial statements were available to be issued, ASU No. 2016-02, Leases, replacing existing lease accounting guidance. The new standard introduces a lessee modeland has determined that there are no events that would require entitiesdisclosure in or adjustment to recognize assets and liabilities for most leases, but recognize expenses on their income statements in a manner similar to current accounting. The ASU does not make fundamental changes to existing lessor accounting. However, it modifies what qualifies as a sales-type and direct financing lease and related accounting and aligns a number of the underlying principles with those of the new revenue standard, ASU No. 2014-09, such as evaluating how collectability should be considered and determining when profit can be recognized. The guidance eliminates existing real estate-specific provisions and requires expanded qualitative and quantitative disclosures. The standard requires modified retrospective transition by which it is applied at the beginning of the earliest comparative period presented in the year of adoption. For the Company, the ASU is effective January 1, 2019. The Company is currently assessing this ASU’s impact on the Company’s consolidated results of operations andthese financial condition.statements.
| December 31, 2018 | December 31, 2017 | |||||||
| Tools and Equipment | $ | 3,240 | $ | 3,240 | ||||
| Less: Accumulated Depreciation | (2,000 | ) | (380 | ) | ||||
| Net | $ | 1,240 | $ | 2,860 | ||||
| December 31, 2018 | December 31 2017 | |||||||
| Tax benefit (expenses) at U.S. statutory rate | $ | 5,931 | $ | (974 | ) | |||
| Change in valuation allowance | (5,931 | ) | ||||||
| Tax benefit (expenses), net | $ | - | $ | (974 | ) | |||
| December 31, 2018 | December 31, 2017 | |||||||
| Net operating loss | $ | 5,931 | $ | - | ||||
| Valuation allowance | (5,931 | ) | ||||||
| Deferred tax assets, net | $ | - | $ | - | ||||
| December 31, 2018 | December 31, 2017 | |||||||
| Balance-Beginning | $ | - | $ | 1,020 | ||||
| Increase/(Decrease) in Valuation allowance | 5,931 | (1,020 | ) | |||||
| Balance-Ending | $ | 5,931 | $ | - | ||||
The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there wereis no reportable subsequent event(s)event to be disclosed.
Item 9. Changes2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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 Disagreementsoutstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with Accountantsthe 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 AccountingJanuary 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. Two appointees, Georgi Parrik and Stefan Lenhart, are qualified as an 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 DisclosureServices 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.
On the 19th of January 2021, Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 5,030,000 restricted shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On the 28th of April 2021 Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted class A shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 650,000 restricted class A shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On 28th of June 2021, Mr. Ricardo Salcedo Sanchez was appointed Chief Financial Officer of Migom Global Corp.
On 27th of September 2021, Migom Global Corp sold a majority stake of Central Rich Trading Limited (99% of share capital) to Mr. Chin Sin Kwok for HKD 79,768 or USD 10,252 (at closing exchange rate of 27th of September 2021).
The Company, through Migom Bank, provides a full set of general and private banking services, with strict but reasonable compliance policies. Migom Bank is multi-currency IBAN’s, both SEPA and SWIFT-enabled and has universally accepted prepaid debit cards. We provide fast global money transfers, superb account security and data protection, a full suite of e-banking tools online and in-app, and a seamless link to crypto assets.
Migom Bank offers personal accounts, which can be applied for and opened online. Our general banking accounts offer everything to simplify and streamline daily financial life. You can see the Company’s services at migom.com. Migom Bank also provides international e-commerce, with multiple currencies, support locations in key parts of the world, a network of reliable correspondent banks and an expert IT team. Migom Bank is managed by the group of Swiss and international financial services professionals. Migom Bank offers personal accounts, which can be applied for and opened online. Migom Bank also has an app that can be found at the App Store or Google Play.
Migom Bank offers an e-wallet that can be linked to existing credit/debit cards, bank accounts and connects to various money transfer systems turning it into a hub of personal finances. The e-wallet accepts BTC or other blockchain-based coins where it bridges crypto asset holdings with the fiat currency world via seamless instant transfers between your accounts.
Migom Bank provides its Private Bank portfolio-holders with personal advice and individually-crafted trading strategies in most of the relevant securities markets. Our global industry affiliations ensure safe custody of funds and securities, efficient order execution and access to the most difficult products such as US OTC Markets stocks and Eastern European stock exchanges. Our general banking clients are offered low-cost online trading on major stock and commodities exchanges. Migom Bank also offers Visa and MasterCard credit cards.
We assist international clients with capital formation needed for business expansion. We work with the established investment banks in the most liquid capital markets of the world we arrange and manage various public offerings and private placements of capital. The network of our business affiliates used for these services includes major law and accounting firms, US FINRA-member b/d’s, UK FCA-licensed companies, EU-passported brokerages and other regulated entities. We also offer turn-key STO and other asset-tokenization services via our own regulated securities token exchange. EMI License (London, Lithuania, Malta, Hong Kong). Migom Bank has correspondent bank accounts in United States, Canada, Italy, Portugal, France, Great Britain, Luxembourg, Latvia, and Hong Kong.
Migom Bank is actively involved in the blockchain revolution. Our clients get preferred access to our own proprietary crypto currency trading system, which uses artificial intelligence to work simultaneously on dozens of the most liquid crypto-exchanges. Our system ensures stealth execution of the most voluminous trading orders at the best available prices in the shortest possible time. The speed of our crypto-trading execution combined with the ability of Migom Bank to safely custody and instantly move fiat funds are one of a kind.
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.
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 years ended December 31, 2021 and 2020
We completed our operation organization structure in May 2020, and started banking operations during the six months ended December 31, 2020, and we did not have any operations for the year ended December 31, 2019.
Revenues
For the years ended December 31, 2021, we began to generate revenue in the amount of $20,860,435 compared with $3,839,242 for the year ended December 31, 2020.
Expenses
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.
Net Income
For the years ended December 31, 2021, our net income was $12,291,035, for the year ended December 31, 2020 our net income was $1,578,692.
Operating Expenses
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.
Liquidity and Capital Resources
Liquidity and Capital Resources during the year ended December 31, 2021.
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.
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.
Item 9A.3. Quantitative and Qualitative Disclosures about Market Risk.
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
Item 4. Controls and ProceduresProcedures.
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosureterm “disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2018. Based on and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosureprocedures” to mean a company’s controls and other procedures were effective as of the end of the period covered by this reportan issuer that are designed to ensure that information required to be disclosed by us in the reports that we fileit files or submitsubmits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission'sCommission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by usan issuer in the reports that we fileit files or submitsubmits under the Securities Exchange Act of 1934 is accumulated and communicated to ourthe issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.
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 Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The Company’s lack of independent directors, the Company intends to appoint additional independent directors;
Lack of in-house personnel with the technical knowledge to identify and address some of the effectivenessreporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough
understanding of these transactions;
Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes
To remediate our internal control weaknesses, management intends to implement the following measures:
| ● | The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee. |
| ● | The Company will add sufficient accounting personnel to properly segregate duties and to affect a timely, accurate preparation of the financial statements. |
| ● | The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting. |
| ● | Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures |
The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.
Changes in Internal Control Over Financial Reporting
There are no changes in our internal controls over financial reporting other than as described elsewhere herein.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting aswill prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of December 31, 2018, based on the frameworkcontrol system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in Internal Control -Integrated Framework (2013) issuedall control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the Committeeindividual acts of Sponsoring Organizationssome persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the Treadway Commission. Based onlikelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation our management concluded that our internal control over financial reporting was effective as of December 31, 2018. Thecontrols effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of our internal control over financial reporting as of December 31, 2018 has been audited by Marcum, LLP, an independent registered public accounting firm, as stated in its attestation report, which is included in Item 8 and is incorporated into this Item 9A by reference.
PART II – President and DirectorOTHER INFORMATION
Item 1. Legal Proceeding
Management is willing to spend more time with the business as it grows. We anticipate him eventually spending about 30 hours a week on matters related to our company’s operations.
Name and Principal Position | Year | Salary (US$) | Bonus (US$) | Stock Awards (US$) | Option Awards (US$) | Non-Equity Incentive Plan Compensation (US$) | Nonqualified Deferred Compensation Earnings (US$) | All Other Compensation (US$) | Total (US$) | |||||||||||||||||||||||||||
Oleg Jitov (President) | 2017 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Oleg Jitov (President) | 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Item 1a. Risk Factors
We are a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On April 21, 2020, the Company entered into an asset purchase agreement with Heritage Equity Fund LP (the “Asset Agreement”). Pursuant to the Asset Agreement, the Company acquired all of the intellectual property of Heritage Equity Fund LP (“Heritage”) related to core banking front end and back end user interface software, banking and trading cloud-based and server software, and mobile applications (collectively, the “Assets”). In exchange for the Assets, the Company issued Heritage 30,000 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 Migom Bank Ltd. 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 Limited. The Company issued Mr. Schaetti 17,778 shares of common stock of the Company, at a price per share of $9.00.
On the 19th of January 2021, Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 5,030,000 restricted shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
On the 28th of April 2021 Heritage Equity Fund LP and Migom Verwaltungs GMBH entered into a restricted class A shares acquisition transaction; on which Migom Verwaltungs GMBH acquired 650,000 restricted class A shares. The transaction was treated as a transfer of shares, given that Mr. Thomas Schaetti is the sole shareholder of both legal entities.
Item 3. Default Upon Senior Securities
No report to be signed on its behalf by the undersigned, thereunto duly authorized.required.
Item 4. Mine Safety Disclosures
No report required.
Item 5. Other Information
No report required.
Item 6. Exhibits
SIGNATURES
The undersigned, Georgi Parrik, President and Chief Executive Officer, and Chief Financial Officer and Secretary of Migom Global Corp. (the “Registrant”) certifies, under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K of the Registrant for the year ended December 31, 2021 (the “Report”):
| (1) | 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 Registrant. |
Dated: June 13, 2022
| By: | /s/ Georgi Parrik | |
| Georgi Parrik | ||
| Chief Executive Officer, Chairman, and Director | ||
| (principal executive officer), | ||
| By: | /s/ Ricardo Salcedo | |
| Ricardo Salcedo | ||
| Chief Financial Officer | ||
A signed original 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.
21