UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q


Mark One

[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended SeptemberJune 30, 20172020


[   ] 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

ALFACOURSE INC.

MIGOM GLOBAL CORP.

(Exact name of registrant as specified in its charter)

 

NEVADA6199

Nevada

7812

61-1787148

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S.IRS Employer

Identification No.)Number)


Oleg JitovGeorgi Parrik

President/SecretaryChief Executive Officer

22 The Cedars Cruagh Wood,

Stepaside, Dublin 18, Ireland

Telephone: 941-363-6663

Fax: 941-315-8942

E-mail: alfacourse@mail.com1185 6th Ave, 3rd Floor


New-York, NY, 10036, USA



Phone: 212-257-6711


(Address and telephone number of principal executive offices)



Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act: None

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
None

Indicate by checkmarkcheck mark whether the issuer:registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☒

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 pastpreceding 12 months (or for such shorter period that the registrant wasas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer or a smaller reporting company. See the definitions of “largeand large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerAccelerated filer

Non-accelerated filer

Large Accelerated Filer

[  ]

Accelerated Filer

[  ]

Non-accelerated Filer

[  ]

Smaller reporting company

[X]

(Do not check if a 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 checkmarkcheck mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒


Yes [  ]  No [X ]


Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.


N/A


Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d)There was no trading market value of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.


Yes[   ]  No[ X  ]


Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of eachregistrant’s common stock, par value $0.001 per share, as of the issuer’s classeslast business day of the registrant’s most recently completed second fiscal quarter.

As of October 12, 2020, the registrant had 7,489,000 shares of common stock as of the most practicable date:issued and outstanding. 


Class

Outstanding as of November 17, 2017

Common Stock: $0.001

7,235,000













Table of Contents

PART I - FINANCIAL INFORMATION

4

Item1.  Financial Statements

4

Notes to the Financial Statements (Unaudited)

10

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

13

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

15

Item 4. Controls and Procedures.

15

PART II – OTHER INFORMATION

17

Item 1. Legal Proceeding

17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3. Default Upon Senior Securities

17

Item 4. Mine Safety Disclosures

17

Item 5. Other Information

17

Item 6. Exhibits

17









PART I - FINANCIAL INFORMATION

Item1.

Item 1. Financial Statements



Alfacourse Inc.Migom Global Corp.


QuarterFor the Six Months Ended SeptemberJune 30, 20172020


Index to the Unaudited Condensed Consolidated Financial Statements


Contents

Page(s)

ContentsPage(s)


Condensed Consolidated Balance SheetSheets as of SeptemberJune 30, 20172020 and December 31, 2016 (Unaudited)

F-2


2019 (unaudited)

1
Condensed Consolidated Statements of Operations for the Quarter Ended September 30, 2017Three and 2016(Unaudited)

F-3


Statements of Operations for the NineSix Months Ended SeptemberJune 30, 20172020 and 2016(Unaudited)

F-4


Statements2019 (unaudited)

2
Condensed Consolidated Statement of Stockholder'sChanges in Equity for the period from January 1, 2017 through Septemberas of June 30, 2017(Unaudited)

F-5


2020 and 2019 (unaudited)

3
Condensed Consolidated Statements of Cash FlowFlows for the NineSix Months Ended SeptemberJune 30, 20172020 and 2016(Unaudited)

F-6


2019 (unaudited)

4
Notes to the Condensed Consolidated Financial Statements

F-7

(unaudited)

5


i


MIGOM GLOBAL CORP.








F-1









(f/k/a Alfacourse Inc.)

Condensed Consolidated Balance Sheets

As of September 30, 2017 and December 31, 2016(unaudited)

(Unaudited)

  June 30,  December 31, 
  2020  2019 
ASSETS      
Current assets:      
Cash and cash equivalents $1,351,321  $1,152,082 
Total current assets  1,351,321   1,152,082 
         
Noncurrent assets:        
Intangible assets, net  263,571   - 
Prepaid rent  -   1,111 
         
Total assets $1,614,892  $1,153,193 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current liabilities:        
Notes payable to related party $-  $42,814 
Accounts payable and accrued expenses $4,064  $5,173 
Payable to related party  20,191   8,691 
Deferred revenue  442,042   - 
Total current liabilities  466,297   56,678 
Total liabilities  466,297   56,678 
         
Commitments and contingencies (see Note 11)  -   - 
         
Shareholders’ equity        
Preferred stock, $0.001 par value, 650,000 shares authorized, 650,000 and 0 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively  650   - 
Common stock, $0.001 par value, 75,000,000 shares authorized, 7,489,000 and 7,459,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively  7,489   7,459 
Additional paid in capital  1,613,493   1,263,930 
Accumulated deficit  (462,678)  (164,477)
Other comprehensive income  (10,359)  (10,397)
Total shareholders’ equity  1,148,595   1,096,515 
         
Total liabilities and shareholders’ equity $1,614,892  $1,153,193 




 

September 30, 2017

December 31, 2016

ASSETS

 

 

Current Assets

 

 

Cash and Cash Equivalents

$

28,966

$

13,920

Total Current Assets

28,966

13,920

 

 

 

Computer Equipment (net)

3,059

-

 

 

 

Total Assets

$

32,025

$

13,920

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

Accounts payable

$

1,500

$

3,000

Due to Related Party

-

974

Income Tax Payable

1,259

1,682

Total Current Liabilities

2,759

5,656

Long Term Note Payable – Related Party

3,474

-

Total Liabilities

6,233

5,656

 

 

 

Stockholders’ Equity

 

 

Common Stock, $0.001 par value, 75,000,000 shares authorized, 6,835,000 and 5,000,000 shared issued and outstanding in 2017 and 2016, respectively

6,835

5,000

Additional paid-in capital

16,515

 

Retained Earnings

2,442

3,264

Total Stockholders’ Equity

25,792

8,264

 

 

 

Total Liabilities and Stockholders’ Equity

$

32,025

$

13,920



TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.



MIGOM GLOBAL CORP.








F-2








(f/k/a Alfacourse Inc.)

StatementsCondensed Consolidated Statement of Operations

(unaudited)

  For the three months ended  For the six months ended 
  June 30,  June 30, 
  2020  2019  2020  2019 
             
Revenue $-  $-  $-  $- 
                 
Operating expenses                
Professional fees  10,972   5,812   23,763   8,953 
Salary expense  16,200   -   32,400   - 
Rent expense  12,042   -   13,392   - 
Marketing expense  221,021   -   221,021   - 
Other general and administrative expenses  2,073   657   6,429   1,743 
Total operating expenses  262,308   6,469   297,005   10,696 
                 
Total operating loss  (262,308)  (6,469)  (297,005)  (10,696)
                 
Other income (expense)                
Other expense  (316)  -   (1,196)  (44)
Total other income (expense)  (316)  -   (1,196)  (44)
                 
Net Income (loss)  (262,624)  (6,469)  (298,201)  (10,740)
                 
Foreign currency translation gain  -   -   38   29,624 
                 
Total comprehensive income (loss) $(262,624) $(6,469) $(298,163) $18,884 
                 
Basic and diluted net loss per share $(0.04) $(0.00) $(0.04) $(0.00)
                 
Weighted average number of common shares outstanding  7,470,703   7,333,000   7,470,703   7,333,000 

See accompanying notes to unaudited condensed consolidated financial statements.


MIGOM GLOBAL CORP.

(f/k/a Alfacourse Inc.)

Condensed Consolidated Statement of Shareholders’ Equity

For the Quarter Ended Septemberthree and six months ended June 30, 20172020 and 20162019

(Unaudited)(unaudited)


              Additional  Other      
  Preferred Stock  Common Stock  Paid In  Comprehensive  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Income  Deficit  Total 
                         
For the three and six months ended June 30, 2019                
Balance, December 31, 2018          $        7,332,778  $7,333  $20,817 $                   1  $(28,245) $(94)
Net loss                                                      (4,271)  (4,271)

Capital contribution

                  13,817           13,817 
Other comprehensive income                                          47       47 
Balance, March 31, 2019  -  $-   7,332,778  $7,333  $34,634 $48  $(32,516) $9,499 
                                 
Net loss          $                $     $     $     $(6,469) $(6,469)
Other comprehensive income                                                          
Balance, June 30, 2019  -  $-   7,332,778  $7,333  $34,634 $48  $(38,985) $3,030 
                                 

For the three and six months ended June 30, 2020

              
Balance, December 31, 2019  -  $-   7,459,000  $7,459  $1,263,930  $(10,397) $(164,477) $1,096,551 
                                 
Net loss          $                $     $     $     $(36,209) $(36,209)
Other comprehensive income                                                                  38       38 
Balance, March 31, 2020  -  $-   7,459,000  $7,459  $1,263,930  $       (10,359) $(200,686) $1,060,344 
                                 
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 
Net loss          $           $     $     $     $(261,992) $(261,992)
Other comprehensive income                                                          
Balance, June 30, 2020  650,000  $650   7,489,000  $7,489  $1,613,493  $(10,359) $(462,678) $1,148,595 


 

September 30, 2017

September 30, 2016

 

 

 

REVENUE

$

5,820

$

 

 

 

EXPENSES

 

 

General and Administrative

1,055

10 

Professional

3,000

Total Expenses

4,055

10 

 

 

 

Income (Loss) from Operations

1,765

 

 

 

Income Tax Expense (Recovery)

600

 

 

 

Net Income (Loss) After Tax

$

1,165

$

(10)

 

 

 

Basic and Diluted Net Loss per Common share

$

0.00

$

0.00 

 

 

 

Weighted-Average Number of Common Shared Outstanding

5,416,685



TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.


MIGOM GLOBAL CORP.










F-3








(f/k/a Alfacourse Inc.)

StatementsCondensed Consolidated Statement of OperationsCash Flows

For the Nine Months September 30, 2017 and 2016(unaudited)

(Unaudited)

  For the Six Months Ended 
  June 30, 
  2020  2019 
Cash flows from operating activities:        
Net income (loss) $(298,201) $(10,740)
Adjustments to reconcile net loss to net cash provided by operations:        
Depreciation and amortization  6,429   810 
Interest expense converted to Preferred Stock  742   - 
Changes in operating assets and liabilities:        
Other receivables  1,111   - 
Other receivable - related party  (2,841)  - 
Account payable  -   (2,000)
Deferred revenue  442,042   - 
Accrued liabilities  (335)  11,223 
Net cash provided by (used in) operating activities  148,947   (707)
         
Cash flows provided by financing activities:        
Proceed from note payable  35,897   - 
Capital distribution from shareholders  -   13,768 
Proceed from related parties  11,500   10,000 
Net cash used in financing activities  47,397   23,768 
         
Effect of exchange rate changes on cash  2,895   (11,175)
Net increase (decrease) in cash  199,239   11,886 
Cash at beginning of period  1,152,082   6,139 
         
Cash at end of period $1,351,321  $18,025 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $- 
Cash paid for taxes $-  $- 
         
Non-cash investing and financing activities:        
Issuance of common stock for acquisition of Central Rich Trading Ltd. $160,002  $- 
Issuance of common stock for acquisition of Migom Bank Limited  1,135,998   - 
Issuance of common stock for acquisition of assets  270,000   - 
Issuance of preferred stock for conversion of debt  79,501   - 



 

September 30, 2017

September 30, 2016

 

 

 

REVENUE

$

5,820 

$

5,000

 

 

 

EXPENSES

 

 

General and Administrative

2,042 

789

Professional

5,023 

-

Total Expenses

7,065 

789

 

 

 

Income (Loss) from Operations

(1,245)

4,201

 

 

 

Income Tax Expense (Recovery)

(423)

-

 

 

 

Net Income (Loss) After Tax

$

(822)

$

4,201

 

 

 

Basic and Diluted Net Loss per Common share

$

0.00 

$

0.00

 

 

 

Weighted-Average Number of Common Shared Outstanding

5,105,027 

-











F-4


TheSee accompanying notes are an integral part of theseto unaudited condensed consolidated financial statements.



4



MIGOM GLOBAL CORP.






(f/k/a Alfacourse Inc.)

Statements of Stockholders Equityand Subsidiaries

For the Period from January 1, 2017 through September 30, 2017


 

Common Stock

 

 

 

 

 

 

 


Number of Shares

 



Amount

 

Additional Paid-in Capital

 

Retained Earnings

 

Total Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2017

5,000,000

 

5,000

 

-

 

3,264 

 

8,264 

Issuance of Common Shares for cash

1,835,000

 

1,835

 

16,515

 

 

 

18,350 

Net Income (Loss)

 

 

-

 

 

 

(822)

 

(822)

Balance September 30, 2017

6,835,000

 

6,835

 

16,515

 

2,442 

 

25,792 
































F5


The accompanying notes are an integral part of these financial statements.







Alfacourse Inc.

Statements of Cash Flows

For the Nine Months Ended September 30, 2017 and 2016

Unaudited



 

 

Jan-Sept, 2017

Jan-Sept, 2016

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITES:

 

 

 

 

Net Income (Loss)

$

(822)

$

4,201

 

Tax Expense Accrued

 

(423)

 

 

Depreciation

 

181 

 

 

Changes in Operating Assets and Liabilities:

 

 

 

 

Accounts Payable

 

(1,500)

 

 

Due to Related Party

 

(740)

974

 

 

 

 

 

 

Net Cash from Operating Activities

 

(3,304)

5,175

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Long Term Note Payable

 

-

 

Proceeds from Sale of Common Shares

 

18,350 

-

 

Net Cash Provided by Financing Activities

 

18,350 

-

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

15,046 

5,175

 

 

 

 

 

 

Cash, Beginning of Period

 

13,920 

-

 

Cash, End of Period

$

28,966 

$

5,175

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

   Cash Paid for:

 

 

 

 

   Interest

$

-

 

   Income Taxes

$

-

 

Non-cash financing and investing activities

 

 

 

 

   Assets acquired for debt and reduction in related party payable

$

3,240 

-

 

 

 

 

 

 











F-6


The accompanying notes are an integral part of these financial statements.









Notes to the Condensed Consolidated Financial Statements (Unaudited)

June 30, 2020

(unaudited)


NoteNOTE 1 - Organization and Operations– 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 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. 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 February 29, 2016 underAugust 7, 2019 in Dominica. Pursuant to the lawsMigom Agreement, the Company acquired all of the Stateoutstanding equity of Nevada.  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. See Note 3.

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. 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. Central will operate under a separate business plan than the Company and Migom Bank. See Note 3.

The Company, Migom Bank and Central, each were primarily owned and controlled by Mr. Schaetti. Mr. Schaetti serves as chief executive officer for each company.

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 video editingmoney 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.


NoteCentral 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.

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 has been directly affected by COVID-19, in particular, which certain employees and vital outsourced contractors had contracted and suffered through active COVID-19 infections.

NOTE 2 - Summary of Significant Accounting Policies– SIGNIFICANT AND CRITICAL ACCOUNTING POLICIES AND PRACTICES


The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by United States generally accepted accounting principles.principles (“US GAAP”).


Basis of Presentation


The accompanying unaudited interimCompany’s condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)US GAAP. for interim financial information and with the rulesinstructions to Form 10-Q and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, theythe financial statements do not include all of the information and footnotes required by U.S. GAAPgenerally accepted accounting principles for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, inIn the opinion of management, all adjustments considered necessary tofor a fair statementpresentation have been included and such adjustments are of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.a normal recurring nature. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 20162019 and notes thereto.thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2020. The results of operations for the six months ended June 30, 2020, are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2020.


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.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include all of the accounts of Migom Globa Corp. and its wholly owned subsidiaries, Migom Bank and Central. All significant intercompany transactions and balances have been eliminated in consolidation.

Development Stage Company

The Company is a development stage company as defined in ASC 915 “Development Stage Entities.”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915. 

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) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).


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 concern: Management assumes 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.

(ii) Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

These 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.

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, accrued expenses, related party payables and notes payable approximate their fair values because of the short maturity of these instruments.

Cash 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 held by related party is not insured. The Company has not experienced losses in such accounts.



Property, PlantFixed Assets

Fixed assets are recorded at cost. Expenditures for major additions and Equipment

Company uses 2 yearbetterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method over the assets estimated useful life of five to amortize its computer equipment.  Amortizationten years. Upon the sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recordedreflected in consolidated statements of operations.

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 there will be future economic benefit associated with the software. These costs will be amortized on a straight-line basis.basis over a 7 years life from the date of acquisition.



In accordance with the provisions 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 amortization of the trademark was not significant for the period ended June 30, 2020.

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.







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.


Revenue RecognitionCommitment 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.

The Company did not have any commitments or contingencies as of June 30, 2020.

Impairment of Long-lived Assets

The Company follows paragraph 605-10-S99-1360-10-05-4 of the FASB Accounting Standards Codification for revenue recognition.  its long-lived assets. The Company’s long-lived assets, such as intellectual property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company recognizesassesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-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 excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company determined that there were no impairments of long-lived assets at December 31, 2019 and June 30, 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 realized or realizable and earned.probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company considershas concluded that the new guidance did not require any significant change to its revenue realizedrecognition processes.

It 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 realizablewhite-labeled. As a stand-alone company, Migom Global Corp. intends to manage and earnedoperate 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.


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 carryforwards. 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 following criteriadeferred tax assets will be realized. Deferred tax assets and liabilities are met: (i) persuasive evidenceadjusted for the effects of an arrangement exists, (ii)changes in tax laws and rates on the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable and (iv) collectability is reasonably assured.


date of enactment.

Net Income (Loss)per Common Share


Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  

Basic net income (loss)earnings per common share is computed by dividing net income (loss)earnings attributable to common shareholders by the weighted averageweighted-average number of shares of common stockshares outstanding during the period. Diluted net income (loss)earnings per common share is computed by dividing net income (loss)attributable to common shareholders by the sum of the weighted average number of shares of common stock outstanding and potentially dilutive outstanding shares ofpotential common stock during the period to reflectperiod.

Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential dilution that could occur from common shares issuable through contingent share arrangements, stock optionswould have an anti-dilutive effect.

Foreign Currency Translation and warrants.Transactions

There were no potentially dilutive common shares outstanding for

The Hong Kong Dollar (“HKD”) is the periodfunctional 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 East Caribbean Dollar (“ECD”) is the functional currency of Migom Bank 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 February 29, 2016 (inception) through September 30, 2017.net loss.


Central

oAs of June 30, 2020, the exchange rate between U.S. Dollars and Hong Kong Dollar was US$1.00 = HKD7.7505, and the weighted average exchange rate for the period of January 1, 2020 through June 30, 2020 was US$1.00 =HKD7.7794.

oAs of December 31, 2019, the exchange rate between U.S. Dollars and Hong Kong Dollar was US$1.00 = HKD7.789, and the weighted average exchange rate for the period of November 16, 2019 (inception) through December 31, 2019 was US$1.00 =HKD7.8065.

Migom Bank

oAs of June 30, 2020, the exchange rate between U.S. Dollars and East Caribbean Dollar was US$1.00 = ECD2.7, and the weighted average exchange rate for the period of January 1, 2020 through June 30, 2020 was US$1.00 =ECD2.7.

oAs of December 31, 2019, the exchange rate between U.S. Dollars and East Caribbean Dollar was US$1.00 = ECD2.7, and the weighted average exchange rate for the period of November 16, 2019 (inception) through December 31, 2019 was US$1.00 =ECD2.7.

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.



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.


Recently Issued Accounting Pronouncements


There were noIn February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement.

The ASU will be effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has assessed the impact of this standard. The company’s current leases as of the balance sheet date do not fall under this guidance as they are month-to-month leases.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, published by FASB applicable to Company’s operations and reporting.when adopted, will have a material effect on the accompanying financial statements.



NoteNOTE 3 – Going ConcernACQUISITIONS




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.

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 4 – 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 accumulated deficit of $462,678 since inception with limited operations with a net profitreported loss of $1,165 and net cash provided by operating activities of $2,291$298,201 for the reporting quartersix months ended SeptemberJune 30, 2017.2020.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.


Although the Company has recognized some nominal amount of revenues since inception, the Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.


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 5 – PROPERTY AND EQUIPMENT


Note 4Property, Plant and Equipment schedule as follows:

  June 30,
2020
  December 31,
2019
 
       
Computer equipment $3,240  $3,240 
Less: accumulated depreciation  (3,240)  (3,240)
Net $-  $- 

Depreciation expense was $0 and $810 for the six months ended June 30, 2020 and 2019, respectively.

NOTE 6Stockholders’INTANGIBLE ASSETS

Intangible assets schedule as follows:

  June 30,
2020
  December 31,
2019
 
       
Intellectual property $270,000  $       - 
Less: accumulated amortization  (6,429)  - 
Net $263,571  $- 

Amortization expense was $6,429 and $0 for the six months ended June 30, 2020 and 2019, respectively.

NOTE 7 – 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 interest rate of 8% and maturity date of July 9, 2020.


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 12% per annum and has a conversion price of $0.0025 per share. Heritage Equity Fund is a related party as it is controlled by Thomas A. Schaetti, director and majority shareholder of the Company.  

Interest expense were $1,197 and $46 for the six months ended June 30, 2020 and 2019, respectively.

On April 16, 2020, the notes payable related party and interest payable has been settled by issuance of Preferred Stock Series A through a settlement agreement.

NOTE 8 – 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 Millionseventy-five million (75,000,000) shares of which Seventy-Five Millionseventy-five million (75,000,000) shares shall be Common Stock,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 preferred stock. The Board of Directors of the Company and the majority of the shareholders of the Company voted in favor of the rights on April 7, 2020. On April 13, 2020, the “Company, filed with the State of Nevada, a Certificate of Designation for its Series A preferred stock (the “Certificate”). The Certificate was effective on April 13, 2020. The Certificate establishes all of the rights of the holders of the Series A Preferred Stock (the “Series A”), as related to the Series A, including, but not limited to the lack of Series A conversion rights, its voting rights, and the liquidation preference (collectively, the “Rights”).


Common Stock


As of SeptemberJune 30, 20172020, there were 6,835,0007,489,000 total shares issued and outstandingoutstanding.

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 totalAssets, the Company issued Heritage Equity Fund 30,000 shares of common stock sales of $23,350.the Company, at a price per share of $9.00 for total consideration of $270,000.    

During

On May 12, 2020, the quarter ended SeptemberCompany entered into an acquisition agreement with Migom Bank (see Note 3). 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 3). The Company issued Mr. Schaetti 17,778 shares of common stock of the Company, at a price per share of $9.00.

Preferred Stock

As of June 30, 20172020, there were 650,000 total shares issued and outstanding.

The Company sold 1,835,000 commonentered 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 cash – total proceeds of $18,350 including additional paid$80,243 in capital reported as $16,515.accrued and unpaid debt principle and interest, under three convertible debentures held by Heritage Equity Fund.



Note 5NOTE 9Related Party TransactionsRELATED PARTY TRANSACTIONS


Free Office Space


The Company has been provided office space by its President at no cost. Management determined that such cost is nominal and did not recognize the rent expense in its financial statement.


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.    

Marketing fees

The Company engaged Migom AG, a related party of the Company, for marketing service. For the six months ended June 30, 2020 and 2019, the Company incurred marketing expenses of $ 221,021 and $ 0 respectively.

Cash held in Trust

Cash was held in trust by Migom Investment SA as operating funds for disbursements and receipts. The Company has full control and access over the cash held in trust.

Advances from StockholderRelated Parties


From time to time, Georgi Parrik, the President and Director of the Company advanceswould advance funds to the Company for working capital purposes. ThoseThese advances are unsecured, non-interest bearing and due on demand. CurrentThe outstanding balance was $8,691 as of suchJune 30, 2020 and December 31, 2020.

The Company received advance of $11,500 from Heritage Equity Fund LP for the six months ended June 30, 2020. As of June 30, 2020 and December 31, 2019, the balance advanced from Heritage Equity Fund LP was $11,5000 and $0 respectively.


NOTE 10 – INCOME TAXES

The Company is $n/a (has been transferred oversubject to Long Term Note Payable)federal taxes in the United States (tax rate of 21%), state taxes in Nevada, foreign taxes for Migom Bank in Dominica (tax rate of 27%), and foreign taxes for Central in Hong Kong (tax rate of 8.25%).


Long Term Note PayableUSA


Company acquired computer equipment from its President.  Total price of equipment was $3,240.

Company also recognized initial licensing and registration fees of $974 paid on behalfDeferred tax assets consist primarily of the tax effect of NOL carry-forwards which was used to offset tax  payable from prior year’s operations.  The Company by President as parthas provided a full valuation allowance on the deferred tax assets because of the long-term obligation (reported earlier under Advances from Stockholder).

Total amountuncertainty regarding its realization.  The current valuation of Note Payabletax allowance is n/a as of SeptemberJune 30, 2017 was $3,474.2020 and 2019.


Components of deferred tax assets are as follows:

  June 30,
2020
  June 30,
2019
 
Net deferred tax asset non-current:      
Net operating loss carry-forward before income taxes $(137,381) $(38,987)
Income tax rate  21%  21%
Expected income tax benefit from NOL carry-forward  28,850   8,187 
Less: Valuation allowance  (28,850)  (8,187)
Deferred tax asset, net of valuation allowance $-  $- 

Issued Shares to Related PartiesIncome Tax Provision in the Statement of Operations


On December 8, 2016, the Company sold 5,000,000 shares of common stock to Oleg Jitov, PresidentA 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:

  June 30,
2020
  

June 30,

2019

 
       
Federal statutory income tax rate  21.0%  21.0%
Increase (reduction) in income tax provision resulting from:        
Net Operating Loss (NOL) carry-forward  (21.0)%  (21.0)%
Effective income tax rate  0.0%  0.0%


The Company at $0.001 per share,has accumulated $137,381 of net operating losses (“NOL”) carried forward to offset future taxable income.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or $5,000all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in cash.which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Hongkong

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.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

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 October 12, 2020, there were no pending or threatened lawsuits.

Lease and expenses

The original lease agreement was less than 12 months and subsequently became month to month after expiration.

The Company has elected to not recognize lease assets and liabilities for leases with a term less than twelve months.


Note 6NOTE 12Subsequent EventsSUBSEQUENT EVENTS








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 reports additional post-balance sheet date stock salesdetermined that there were reportable subsequent event(s) to be disclosed.

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 400,000 shares fornew 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 total proceedsCompany from being able to make in-person presentations and roadshows to investors. Interaction with the acquisition targets, regulators, banks and other vendors of $4,000.  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 has been directly affected by COVID-19, in particular, which certain employees and vital outsourced contractors had contracted and suffered through active COVID-19 infections.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.


General

Alfacourse Inc.

Migom Global Corp. (the “Company”) was incorporated as Alfacourse Inc. in the State of Nevada on February 29, 2016 under the laws2016. On October 9, 2019, as a result of a private transactions, 5,000,000 shares of common stock (the “Shares”) of the StateCompany, were transferred from Oleg Jitov to Heritage Equity Fund LP (the “Purchaser”).  As a result, the Purchaser became a 68.35% holder of Nevada.the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with the transaction, Oleg Jitov released the Company from all debts owed to him. On October 8, 2019, the existing director and officer resigned. Accordingly, Oleg Jitov, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Georgi Parrik consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. On November 1, 2019, the Company amended its articles of incorporation change its name to Migom Global Corp. The Company provides video editing services.


Descriptionchange was made in anticipation of Products and Services

Alfacourse Inc.entering into a new line of business operations which is a new company building synergistic ventures in international banking, securities brokerage, electronic money distribution as well as digital assets origination and market making. Our offices are located at 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036.

On January 23, 2020, HRH Prince Maximillian Habsburg was appointed as Chairman of the Board of Directors of the Company. Also, on January 23, 2020, Mr. Thomas Schaetti and Mr. Stefan Lenhart were appointed as members of the Board of Directors of the Company. HRH Prince Maximillian Habsburg, Thomas Schaetti, and Stefan Lenhart accepted such appointments on January 23, 2020. Each appointee is independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2) and the standards established by the Securities and Exchange Commission.

On May 12, 2020, the Company entered into an acquisition agreement with Migom Bank Ltd. and Thomas A. Schaetti (the “Migom Agreement”). Pursuant to the Migom Agreement, the Company acquired all of the outstanding equity of Migom Bank Ltd. (“Migom Bank”). Migom Bank is a regulated full-service international bank, licensed by the Financial Services Unit of the Ministry of Finance of Commonwealth of Dominica, specializing in providing video editingretail banking services to professional video productionindividuals and companies worldwide. In addition to the traditional services of a deposit institution Migom Bank offers lending, leasing, and end consumers.

The companyinvestment services, provides money transmittal services, is using the latest technologyauthorized to achieve a levelissue and administer means of quality previously reserved for only the most expensive video production companiespayment such as credit and private consumers.  Our President has extensive industry experiencedebit cards, travelers cheques, bankers’ drafts and technical and creative expertise.

Our plans areelectronic money. Migom Bank is also authorized by its regulators to provide video editingcustody of securities, issue guarantees and commitments, provide credit reference services, using new UHD (Ultra-High Definition) 4Ksafe custody of valuables, offer all forms of electronic banking and 8K technologies asforeign 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 market demand for UHD video continues to grow.  This will improve our position inequity Migom Bank, the video production and editing market.  To secure a market segment, the company is working to determine trends in the industry, the needsCompany issued Mr. Schaetti 126,222 shares of common stock of the customer,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 come up with new creative waysThomas A. Schaetti (the “Central Agreement”). Pursuant to address those needs.  Our services geared towards several work streams, including television stations, animation and multimedia companies.

Our primary business is video editing services.  Every video project divided into three parts: pre-production, production, and post-production.  During pre-production, customer describes the business need andCentral Agreement, the purpose. We plan, design, and develop the process of video editing.  Production is the part of the project in which we collect and createCompany acquired all of the raw materialoutstanding equity of Central Rich Trading Ltd. (“Central”). Central is a money service business that we will needis licensed by the Hong Kong Customs and Excise Department to produce your multi-media project. This might include videotaping materialprovide all forms of permitted money services, electronic money and payment services in a one, two, or three camera shoot, producing 2-D or 3-D motion graphics.  Post-production is where everything is pulled together into a rough-cutthe respective territories. In exchange for the equity of Central, the Company issued Mr. Schaetti 17,778 shares of common stock of the product.  We make changes to accommodate customer preferences and desires during the post-production stageCompany, at a price per share of $9.00.

On May 14, 2020, Mr. Thomas A. Schaetti was appointed as President of the project.Company and Georgi Parrik assumed the title of Chief Executive Officer.

Below is a list of services the company will provide:

1.

Postproduction video editing

2.

Inserts for live shows

3.

Web videos

4.

Corporate videos

5.

Presentation videos

6.

Promotional Video Production and Video Marketing

7.

Full range of post-production services

Target Market and Clients

Alfacourse Inc. will provide video editing and full range of post-production services to its target markets.

The target markets have been identified as:


1.

Media & Entertainment companies

a.

TV commercials

b.

Broadcast programs

c.

Music videos

d.

Documentaries

e.

TV drama

f.

Short films

g.

Feature films

2.

Video production companies

3.

Animation and Multimedia companies

4.

Corporate customers

5.

YouTube commercial publishers

6.

Private consumers








Sources of Revenue

We have identified three main marketing client groups associatedare a company with the various streamslimited earnings to date and nominal operations and assets with a focus on intellectual property development.

Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions

Migom Global uses a group of revenue: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.

Source #1 – The End Client

Our main source of revenue is the end client.Governmental and Industry Regulations

The end client is the company

We will be subject to federal and state laws and regulations that relate directly or individual that requires direct services of Alfacourse.

The End Client scenario expectedindirectly to make up 75% of our total revenue.


Source #2 – Creative Agencies

In this scenario, the End Client hires the agency who in turn hires us to provide video services for a larger project.

The money flows from the End Client to the Creative Agency and then to Alfacourse.

In the corporate video arena, there are marketing, PR, advertising, interactive and website design agencies that develop projects for End Clients that will need to outsource professional video services.

In the wedding video arena, an agency might be a chapel or large wedding coordination company that provides turn-key services to brides and their families.

Creative agencies should make up about 18% of the revenues we generate for your video business.


Source #3 – Other Videographers and/or Producers

The Company plans to form strategic alliances with clients who require a freelancer to cover various events for them.operations including federal securities laws. We will also develop strategic alliancesbe 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 video production companies and work with them as a sub-contractor.Environmental Laws

The other videographers and producers segment is expected

Our operations are not subject to generate 7% of the total revenue.any environmental laws.


Competition and Competitive Strategy

There are many video production and editing companies in the market.

We expect to compete as a freelance video production company in the Media & Entertainment industry.

Currently, our competitive position within the industry is negligible in light of the fact that we have just recently started our operations.

Out competitive advantages are:

·

Expertise

·

Performance

·

Flexibility

·

Price


Results of Operations since February 29, 2016(inception)for the Three Months Ended June 30, 2020 and 2019

Revenues

For the three months ended June 30, 2020, our revenue was $0 compared to September$0 for the same period in June 30, 20172019.

Since inception to September

Operating Expenses

For the three months ended June 30, 20172020, our operating expenses were $261,992 comprised of registration fees of $1,915,salary expense, $16,200, rent expense, $12,042, marketing expenses, $221,021, and general and administrative expenses, $2,073 compared to operating expenses of $981 and$6,469, comprised of professional fees, of $8,023.

We anticipate that our legal$5,812, and accounting fees will increase to $15,000 overgeneral and administrative expenses, $657 for the next 12three months as a result of becoming a reporting company with the SEC.

We have generated revenue of $14,620 from the following four invoices:

Quarter ended June 30, 20162019, primarily due to the acquisition of Migom Bank Ltd. (“Migom Bank”) and Central Rich Trading Limited (“Central Rich Trading”) in May 2020. 

·

$5,000 Inv 001 Video editing servicesNet Income / (Loss)

Quarter

For the three months ended December 31, 2016June 30, 2020, our net loss was $262,624 compared to a net loss of $6,469 for the same period in 2019.

·

$3,800 Inv 002 Video editing servicesResults of Operations for the Six Months Ended June 30, 2020 and 2019

Quarter

Revenues

For the six months ended SeptemberJune 30, 20172020, our revenue was $0 compared to $0 for the same period in June 30, 2019.

·

$5,000 Inv 003 Video editing servicesOperating Expenses

·

$820 Inv 004 Online trainingFor the six months ended June 30, 2020, our operating expenses were $297,005 comprised of salary expense, $32,400, rent expense, $13,392, marketing expenses, $221,021, and general and administrative expenses, $6,429 compared to operating expenses of $10,696, comprised of professional fees, $8,953, and general and administrative expenses, $1,743 for the six months ended June 30, 2019, primarily due to the acquisition of Migom Bank and Central Rich Trading in May 2020. 



Net Loss

Activities To-date

A substantial portionFor the six months ended June 30, 2020, our net loss was $298,201 compared to a net loss of our$10,740 for the same period in 2019.

Liquidity and Capital Resources

Liquidity and Capital Resources during the six months ended June 30, 2020 compared to the six months ended June 30, 2019

As of June 30, 2020, the Company reported the cash or cash equivalent balance of $1,351,323 and liabilities of $466,297. The net operating capital of the Company is not sufficient for the Company to remain operational in a short term.


For the six months ended June 30, 2020, we have cash flows provided by operating activities to-date has been focused on developing a sound business plan. We have establishedof $148,947 compared to cash flows used in operating activities of $707 the company's office.six months ended June 30, 2019.

Continue to work on Company website and presentation materials for prospective clients.

Since inception, upwe have sold 5,000,000 shares of common stocks to September 30, 2017 we sold 5,000,000our previous president and director, at a price of $0.001 per share and 2,315,000 shares of common stock to our Presidentinvestors at a price of $0.01 per share for $5,000.

Company also sold 1,835,000 of common shares to various stockholders for total cashthe aggregated proceeds of $18,350.

Company sold additional 400,000 common shares for cash proceeds of $4,000 subsequent$28,150.  Our previous president and director also provided $3,224 long term loan to the balance sheet datecompany (non-interest bearing with no fixed term of repayment), which was waived as part of the change of control transaction. Our current President and Director, Georgi Parrik, provided a $8,691 long-term loan to the Company (non-interest bearing with no fixed term of repayment),


Off Balance Sheet ArrangementsGoing Concern

The accompanying unaudited financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company had net loss of $298,201 for the six months ended June 30, 2020, and had cash provided by operating activities of $148,947 for the six months ended June 30, 2020. The Company had working capital surplus and accumulated deficit of $885,024 and $462,678, respectively, as of June 30, 2020. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial conditions,condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.




Critical Accounting Policies





Liquidity and Capital Resources

AsThe preparation of September 30, 2017 the Company reported the cash/cash equivalent balance of $28,966 and liabilities of $6,233.  The available capital of the Company is sufficient for the Company to remain operational.

Since inception, we have sold 5,000,000 shares of common stock to our President at a price of $0.001 per share, for aggregate proceeds of $5,000.  We also sold 1,835,000 of common shares to various stockholders for total cash proceeds of $18,350.  Our President will provide additional capital via long-term notefinancial statements in order to complete the Offering and registration process if required.

We are attempting to raise funds to proceedconformity with our plan of operation.  Our current cash balance will be used to pay the fees and expenses of this Offering.  We will have to obtain additional funding from our President.  However, he has no formal commitment, arrangement or legal obligation to loan funds to the Company.  To proceed with our operations for first twelve months, we need a minimum of $25,000. Based on this estimate and on current cash and accounts receivable we can sustain operations until November 2018 [$28,966/$25,000x12= 13.9 months]. We cannot guarantee that we will be able to sell all the shares required to satisfy our 12 months financial requirement.  If we are successful, all funds raised will be applied to the items set forthaccounting principles generally accepted in the UseUnited States of Proceeds section of this Prospectus.  In the long term, we may need additional financing.  We do not currently have any arrangements for obtaining such additional financing.  Such additional funding will be subjectAmerica requires us to make a number of factors, including general market conditions, investor acceptanceestimates 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 business planfinancial statements. On an ongoing basis, we evaluate estimates and initialassumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1, “Summary of Significant Accounting Policies” in our business operations.  These factors may impact the timing, amount, terms and conditions of additional financing available.  There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.


Going Concern Consideration

Our auditors intend to issue a “going concern” opinion, meaning that there is substantial doubtaudited financial statements for the company to continueyear ended December 31, 2019, included in our Annual Report on Form 10-K as an on-going businessfiled on March 31, 2020, for the next 12 months unless we obtain additional capital.  No substantial revenues are anticipated until we have completed the financing from this Offering and implemented our plan of operations.  Our only source for cash at this time is investments by others in this Offering.  We must raise cash to implement our strategy and stay in business.  If we sell at least 25% of the shares in the Offering we will have the resources to operate for the next 12 months, including for the costs of becoming a publicly reporting company.  The company anticipates to incur approximately $15,000 in legal and registration cost over the next 12 months.


Limited operating history and need for additional capital

We have no historical financial information upon which to base an evaluationdiscussion of our performance.  We are in a start-up operation stagescritical accounting policies and have generated revenues of $14,620 from four clients.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishing a new business enterprise, including limited capital resources and possible overruns due to price and cost increases in services and products.estimates.


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

No report required.

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 Procedures.

Our management is responsible for establishing

Evaluation of Disclosure Controls and maintaining a system of disclosureProcedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act)of an issuer that isare 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’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principalchief executive officer or officers and principalchief financial officer or 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.


An


As of the end of the period covered by this report, we carried out an evaluation, has been conducted under the supervision and with the participation of our managementChief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of September 30, 2017. Basedsuch date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

1.The Company’s lack of independent directors, the Company intends to appoint additional independent directors;
2.Lack of in-house personnel with the technical knowledge to identify and address some of the reporting 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;
3.Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.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 effect 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 that evaluation, ourthe Effectiveness of Controls

The Company’s management, concludedincluding the CEO and CFO, does not expect that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Such officer also confirmed that there was no change in our internal control over







financial reporting during the three months ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.reporting will 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 the control 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 all 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 individual acts of some 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 likelihood 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 of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.








PART II – OTHER INFORMATION

Item 1. Legal Proceeding

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 Quarterly 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 1a. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No report required.

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.

Item 3. Default Upon Senior Securities

No report required.

Item 4. Mine Safety Disclosures

No report required.

Item 5. Other Information

No report required.

Item 6. Exhibits

31Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive and financial officer
32 Section 1350 Certification of principal executive officer, principal financial officer and principal accounting officer
101. INS  XBRL Instance Document    
101. SCHXBRL Taxonomy Extension Schema Document  
101. CAL  XBRL Taxonomy Extension Calculation Linkbase Document  
101. DEFXBRL Taxonomy Extension Definition Linkbase Document  
101. LABXBRL Taxonomy Extension Label Linkbase Document
101. PREXBRL Taxonomy Extension Presentation Linkbase Document

*

Exhibit

Number

DescriptionPursuant to Regulation S-T, this interactive data file is deemed not filed or part of Exhibit

23.1

Consenta registration statement or prospectus for purposes of Independent Registered Public Accounting Firm

Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.


SIGNATURES

 

Pursuant

22

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, 2019 (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: October 20, 2020

By:/s/ Georgi Parrik
Georgi Parrik
President and Chief Executive Officer
(principal executive officer), and
Chief Financial Officer and
Secretary (principal financial officer)

A signed original of this written statement required by Section 906 has been provided to the requirements ofCompany and will be retained by the Company and furnished to the Securities Act of 1933, the registrant has duly caused this registration statement to be signed onand Exchange Commission or its behalf by the undersigned, thereunto duly authorized in the City of Stepaside, Dublin 18, Ireland on November 17, 2017.

Alfacourse  Inc.

By:

/s/

Oleg Jitov

Name:

Oleg Jitov

Title:

President, Secretary and Director

(Principal Executive, Financial and Accounting Officer)



staff upon request.