Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 25, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | ARGENTUM 47, INC. | ||
Entity Central Index Key | 0001533106 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,524,110 | ||
Entity Common Stock, Shares Outstanding | 590,989,409 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash & cash equivalents | $ 326,245 | $ 183,588 |
Accounts receivable | 7,422 | 13,679 |
Marketable securities at fair value | 204,239 | 1,458,848 |
Prepaids | 9,484 | 2,221 |
Assets including discontinued operations | 547,390 | 1,658,336 |
Assets of discontinued operations | 16,925 | |
Total current assets | 547,390 | 1,675,261 |
Non-Current Assets | ||
Intangibles, net | 309,876 | 332,689 |
Goodwill | 142,924 | 142,924 |
Right-of-use leased asset | 75,786 | |
Fixed assets, net | 3,672 | 5,180 |
Total non-current assets | 532,258 | 480,793 |
Total assets | 1,079,648 | 2,156,054 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 129,579 | 69,735 |
Accounts payable and accrued liabilities - related parties | 458,518 | 164,568 |
Short term payable for acquisition | 171,650 | |
Current portion of operating lease liability | 13,374 | |
Accrued interest | 94,771 | 112,463 |
Notes payable | 260,584 | 260,584 |
Fixed price convertible notes payable - net of discount of $0 and $130,423, respectively | 1,757,617 | |
Other current liabilities | 1,128,476 | 2,364,967 |
Liabilities relating to discontinued operations | 85,182 | |
Total current liabilities | 1,128,476 | 2,450,149 |
Non-Current Liabilities | ||
Long term payable for acquisition | 64,460 | 283,732 |
Fixed price convertible notes payable, related party | 982,140 | |
Long term operating lease liability | 62,412 | |
Total non-current liabilities | 1,109,012 | 283,732 |
Total liabilities | 2,237,488 | 2,733,881 |
Commitments and contingencies (Note 15) | ||
Stockholders' Deficit | ||
Preferred stock, value | ||
Common stock: 950,000,000 shares authorized; $0.001 par value: 590,989,409 and 525,534,409 shares issued and outstanding, respectively. | 590,989 | 525,534 |
Additional paid in capital | 11,431,707 | 10,188,062 |
Accumulated deficit | (13,223,188) | (11,353,215) |
Accumulated other comprehensive (loss) / income | (5,548) | 13,592 |
Total stockholders' deficit | (1,157,840) | (577,827) |
Total liabilities and stockholders' deficit | 1,079,648 | 2,156,054 |
Convertible Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | 45,000 | 45,000 |
Convertible Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 3,200 | $ 3,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Convertible notes payable, debt discount net | $ 0 | $ 130,423 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 590,989,409 | 525,534,409 |
Common stock, shares outstanding | 590,989,409 | 525,534,409 |
Convertible Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 45,000,000 | 45,000,000 |
Preferred stock, par value | ||
Preferred stock, shares issued | 45,000,000 | 45,000,000 |
Preferred stock, shares outstanding | 45,000,000 | 45,000,000 |
Convertible Series C Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | ||
Preferred stock, shares issued | 3,200,000 | 3,200,000 |
Preferred stock, shares outstanding | 3,200,000 | 3,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 112,080 | $ 98,613 |
General and administrative expenses | 162,655 | 133,440 |
Compensation | 380,770 | 645,769 |
Professional services | 162,078 | 309,648 |
Depreciation | 2,586 | 1,828 |
Amortization of intangibles | 22,813 | 9,505 |
Bad debt expense | 30,000 | |
Total operating expenses | 730,902 | 1,130,190 |
Loss from continuing operations | (618,822) | (1,031,577) |
Other income (expenses): | ||
Interest expense | (65,408) | (68,537) |
Change in fair value of acquisition payable | (11,206) | (7,561) |
Amortization of debt discount | (130,422) | (120,505) |
Loss on available for sale securities, net | (1,084,168) | (501,334) |
Gain on extinguishment of debt and other liabilities | 2,500 | 224,046 |
Gain on revaluation of payable for acquisition | 67,897 | |
Other income | (317) | |
Exchange rate gain / (loss) | 4,661 | (5,680) |
Total other income (expenses) | (1,216,146) | (479,254) |
Net loss from continuing operations | (1,834,968) | (1,510,831) |
Discontinued operations (Note 6) | ||
Net loss from operations of discontinued subsidiary (including loss due to fixed assets write off of $164 during the year ended December 31, 2019) | (35,005) | (109,668) |
Net loss | $ (1,869,973) | $ (1,620,499) |
Net loss per common share from continuing operations - basic & diluted | $ 0 | $ 0 |
Net loss per common share from discontinued operations - basic & diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic & diluted | 573,178,505 | 525,534,409 |
Comprehensive (loss) / income: | ||
Net loss | $ (1,869,973) | $ (1,620,499) |
(Loss) / gain on foreign currency translation | (19,140) | 13,472 |
Comprehensive loss | $ (1,889,113) | $ (1,607,027) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Loss on fixed assets write off | $ 164 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity/(Deficit) - USD ($) | Series "B" Preferred Stock [Member] | Series "C" Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income / (Loss) [Member] | Total |
Balance at Dec. 31, 2017 | $ 45,000 | $ 2,400 | $ 525,534 | $ 9,868,862 | $ (10,914,391) | $ 1,181,795 | $ 709,200 |
Balance, shares at Dec. 31, 2017 | 45,000,000 | 2,400,000 | 525,534,409 | ||||
Series "C" convertible preferred stock issued as partial conversion of accrued salaries | $ 800 | 319,200 | 320,000 | ||||
Series "C" convertible preferred stock issued as partial conversion of accrued salaries, shares | 800,000 | ||||||
Cumulative effect adjustment | 1,181,675 | (1,181,675) | |||||
(Loss) / Gain on foreign currency translation | 13,472 | 13,472 | |||||
Net income (loss) | (1,620,499) | (1,620,499) | |||||
Balance at Dec. 31, 2018 | $ 45,000 | $ 3,200 | $ 525,534 | 10,188,062 | (11,353,215) | 13,592 | (577,827) |
Balance, shares at Dec. 31, 2018 | 45,000,000 | 3,200,000 | 525,534,409 | ||||
(Loss) / Gain on foreign currency translation | (19,140) | (19,140) | |||||
Common stock issued as conversion of loan notes and accrued interest | $ 65,455 | 1,243,645 | 1,309,100 | ||||
Common stock issued as conversion of loan notes and accrued interest, shares | 65,455,000 | ||||||
Net income (loss) | (1,869,973) | (1,869,973) | |||||
Balance at Dec. 31, 2019 | $ 45,000 | $ 3,200 | $ 590,989 | $ 11,431,707 | $ (13,223,188) | $ (5,548) | $ (1,157,840) |
Balance, shares at Dec. 31, 2019 | 45,000,000 | 3,200,000 | 590,989,409 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (1,869,973) | $ (1,620,499) |
Adjustments to reconcile net loss from operations to net cash used in operating activities: | ||
Depreciation | 2,663 | 2,282 |
Amortization of intangibles | 22,813 | 9,505 |
Stock compensation | 160,000 | |
Amortization of debt discount | 130,422 | 120,505 |
Loss on available for sale securities, net | 1,084,168 | 501,334 |
Gain on extinguishment of debt and other liabilities | (2,500) | (243,364) |
Gain on revaluation of payable for acquisition | (67,897) | |
Change in fair value of acquisition payable | 20,275 | |
Other income | (317) | |
Loss due to fixed assets write off | 164 | |
Bad debt expense | 30,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,257 | (6,236) |
Prepaids | (5,289) | 1,061 |
Other current assets | 4,732 | 2,641 |
Accounts payable and accrued liabilities | (17,190) | (43,594) |
Accrued contingencies and penalties | (5,000) | |
Accounts payable and accrued liabilities - related parties | 288,302 | 91,251 |
Income tax payable | (2,832) | |
Accrued interest | 56,408 | 42,346 |
Net cash used in operating activities: | (346,645) | (960,917) |
Cash Flows used in investing activities: | ||
Purchase of office furniture and equipment | (1,282) | (4,798) |
Payment for business acquisition | (175,710) | |
Cash acquired in acquisition | 4,743 | |
Proceeds from sale of investments | 170,442 | 69,294 |
Net cash provided by / (used in) investing activities | 169,160 | (106,471) |
Cash flows from financing activities: | ||
Proceeds from loans - related parties | 109,178 | 12,663 |
Repayment of loans - related parties | (109,178) | (12,663) |
Proceeds from notes payable, net of debt issue cost | 329,100 | 1,642,501 |
Repayment of notes payable | (399,087) | |
Net cash provided by financing activities | 329,100 | 1,243,414 |
Net increase in cash | 151,615 | 176,026 |
Effect of Exchange Rates on Cash | (19,177) | 12,697 |
Cash at Beginning of Period | 193,807 | 5,084 |
Cash at End of Period | 326,245 | 193,807 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 9,000 | 26,191 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Notes payable and accrued interest converted into common stock | 1,309,100 | |
Accounts payable and accrued salaries settled in series "C" preferred stock | 160,000 | |
Transfer of investment from long term to short term | 136 | |
Right of use asset and liability | 75,786 | |
Liabilities assumed in acquisition | 37,022 | |
Less: Assets acquired in acquisition | 11,912 | |
Net liabilities assumed | 25,110 | |
Fair value of purchase price | 460,008 | |
Increase in intangible | $ 485,118 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Argentum 47, Inc., formerly Global Equity International Inc. (the “Company” or “ARG”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. On November 15, 2010, GEP executed a reverse recapitalization with ARG. On August 22, 2014, we formed a Dubai subsidiary of GEP called GE Professionals DMCC. On June 10, 2016, ARG incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited (“GEP EH”), under the laws of the Republic of Seychelles. On March 14, 2017, the Company´s board of directors unanimously voted to transfer the ownership of GE Professionals DMCC (Dubai) to GEP EH. On June 5, 2017, the Company sold 100% of the issued and outstanding common stock of GEP to a citizen of the Republic of Thailand by entering into a Stock Purchase and Debt Assumption Agreement. On December 12, 2017, ARG incorporated another wholly owned subsidiary, called Argentum 47 Financial Management Limited (“Argentum FM”), under the Companies Act 2006 of England and Wales as a private limited company. Argentum FM was formed to serve as a holding Company for the acquisition of various advisory firms. On March 29, 2018, the Company formally changed its name from Global Equity International, Inc. to Argentum 47, Inc. On August 1, 2018, Argentum FM entered into a Share Purchase Agreement with a third party, pursuant to which Argentum FM acquired 100% of the ordinary shares of Cheshire Trafford (U.K.) Limited of Hull, United Kingdom (“Cheshire Trafford”). Cheshire Trafford was incorporated under the laws of the United Kingdom on January 26, 1976, as a limited liability company. On March 18, 2019, the Board of Directors of GEP Equity Holdings Limited decided to commence the process to formally and legally liquidate GE Professionals DMCC and its related employment placement services business with an effective date of March 31, 2019. This decision was made so to allow management of Argentum 47, Inc. to fully concentrate on the Company´s core businesses, Independent Financial Advisory and Business Consulting. Accordingly, GE Professionals DMCC has been presented as a discontinued operation for all periods presented in the accompanying consolidated financial statements and footnotes (See Note 6). On February 11, 2020, the liquidation proceedings of GE Professionals DMCC were completed and it is formally liquidated as of the filing of this report. The Company´s consolidated revenues from continuing operations are generated from business consulting services and by acting as broker for sale of Lump Sum or Single Premium Insurance Policies and/or the sale of Regular Premium Investment or Insurance Policies that are issued by third party insurance companies. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2 - Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All amounts in the consolidated financial statements are stated in U.S. dollars. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The accompanying consolidated financial statements 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. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $1,869,973 and net cash used in operations of $346,645 for the year ended December 31, 2019; working capital deficit, stockholder’s deficit and accumulated deficit of $581,086, $1,157,840 and $13,223,188 as of December 31, 2019. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability for the Company to mitigate this risk and continue its operations is primarily dependent on management’s plans as follows: a) Consummating and executing all current engagements related to the business consulting division. b) Continually engaging with new clients via our business consulting division. c) Maximizing the already acquired Independent Financial Advisory firm´s revenues by way of servicing the current client base in the most professional manner possible. d) Organically growing the amount of funds under administration of the already acquired Independent Financial Advisory firm to new and higher levels. e) Continuing to receive fixed funding, via equity or debt, for acquisition, growth and working capital from parties that have already executed funding agreement with the Company. f) Continuing to negotiate new fixed funding via equity or debt, for further acquisitions, growth and working capital. g) Acquiring and managing more Independent Financial Advisory firms with funds under administration located around the globe. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4 - Summary of Significant Accounting Policies Principles of Consolidation Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum FM”). GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). GE Professionals DMCC has been presented as a discontinued operation as of December 31, 2019 as it has completed the liquidation proceedings on February 11, 2020. Argentum FM is the parent company of its 100% owned subsidiary, Cheshire Trafford U.K. Limited (U.K.) from August 1, 2018 pursuant to a Share Purchase Agreement dated August 1, 2018. All significant inter-company accounts and transactions have been eliminated in consolidation. Reclassifications Certain amounts in the 2018 consolidated statements of operations have been reclassified from Interest expense to Change in fair value of acquisition payable to conform to the 2019 presentation. This reclassification increased Change in fair value of acquisition payable, in Other expenses of the consolidated statements of operations by $7,561 and decreased Interest expense in Other expenses of the consolidated statements of operations by the same amount in 2018. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include accounts receivable and related revenues for our subsidiary, Cheshire Trafford, allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation period of fixed assets, valuation of fair value of assets acquired and liabilities assumed of acquired businesses, fair value of business purchase consideration, fair value of the lease liabilities, valuation allowance on deferred tax assets and equity valuations for non-cash equity grants. Risks and Uncertainties The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. Segment Reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2019 and 2018, the Company had no cash equivalents. At times balances may exceed federally insured limits of $250,000. We have not experienced any losses related to these balances. At December 31, 2019 and 2018, balance in one financial institution exceeded federally insured limits by $73,480 and $0, respectively. Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at December 31, 2019 and 2018. However, there were direct write offs of $30,000 during the year ended December 31, 2018. Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s discontinued Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s U.K. subsidiaries is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. Investments (A) Classification of Securities Marketable Securities As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, the management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018 using the modified retrospective method. At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain (loss) on available for sale securities, net.” Therefore, no gain/loss is recognized on the sale of securities. Cost Method Investments Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing. (B) Other than Temporary Impairment The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any such impairment during the years ended December 31, 2019 and 2018. Fixed Assets Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. Leases On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) which requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from a lease. We adopted this standard by applying the optional transition method on the adoption date and did not adjust comparative periods. In addition, the Company elected the practical expedient to not reassess whether any expired contracts contained leases. Furthermore, the Company has elected to not apply the recognition standards of ASU 2016-02 to operating leases with effective terms of twelve months or less (“Short-Term Leases”). For Short-Term Leases, the Company recognizes lease payments on a straight-line basis over the lease term in the period in which the obligation for those payments is incurred. On the adoption date, all of the Company’s contracts containing leases were expired or were Short Term Leases. Accordingly, upon the adoption of ASU 2016-02, there was no cumulative effect adjustment. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Business combinations The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. Where applicable, the consideration for the acquisition includes amounts resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates at fair value, with changes in fair value recognized in statement of operations. The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date, resulting in a final valuation, and is subject to a maximum of one year from acquisition date. Goodwill and Other Intangible Assets In accordance with ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. For the purpose of impairment testing, goodwill is allocated to each of the group’s reporting units expected to benefit from the synergies of the combination. Reporting units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss calculated as the amount by which the carrying value exceeds the fair value is recorded to goodwill but cannot exceed the goodwill amount. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary or the relevant reporting unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs related to the sale, and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. Discontinued operations Components of an entity divested or discontinued are recognized in the consolidated statements of operations until the date of divestment or discontinuation. For periods prior to the designation as discontinued operations, we reclassify the results of operations to discontinued operations. Gains or losses on divestment or winding up of subsidiaries are stated as the difference between the sales or disposal amount and the carrying amount of the net assets at the time of sale or winding up plus sales or winding up costs. The assets and liabilities for business components meeting the criteria for discontinued operations are reclassified and presented separately as assets of discontinued operations and liabilities relating to discontinued operations in the accompanying consolidated balance sheet. The change in presentation for discontinued operations does not have any impact on our financial condition or results of operations. We combine the cash flows and assets and liabilities attributable to discontinued operations with the respective cash flows and assets and liabilities from continuing operations in the accompanying consolidated statement of cash flows. Revenue Recognition As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized. Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and arranging third party insurance policies. Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue when (or as) each performance obligation is satisfied. The Company generates its revenue from continuing operations by providing following services: a) Business consulting services including advisory services to various clients. b) Earning commissions from insurance companies on insurance policy sales and renewals, which are based on a percentage of the insurance products sold. Most of the Company´s business consultancy and advisory services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company generates initial and trail commissions by acting as a broker of third-party lump sum or single premium insurance policies and regular premium investment or insurance policies. Fees from clients for advisory and consulting services are dependent on the extent and value of the services provided. The Company recognizes revenue when the promised services are rendered to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company´s estimates of the total services to be provided under the engagement. Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognizes revenue earned to date by applying the input method. Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues, a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client pre-payments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. We receive consideration in the form of cash and/or securities. We measure securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. For the years ended December 31, 2019 and 2018, the Company had following concentrations of revenues from continuing operations: Customer Location December 31, 2019 December 31, 2018 DUO Sri Lanka 0 % 2.03 % GRL United Kingdom 0 % 30.42 % CT clients (see below) United Kingdom 100 % 67.55 % 100 % 100 % During the year ended December 31, 2019 and post-acquisition five months ended December 31, 2018, the Company had following concentrations of revenues regarding insurance brokerage business, which was 100% and 67.55% of the consolidated revenues of the Company, respectively: Year ended December 31, 2019 Five months ended December 31, 2018 Initial advisory fees 3.81 % 30.06 % Ongoing advisory fees 29.50 % 10.57 % Renewal commissions 5.80 % 17.57 % Trail or recurring commissions 60.28 % 39.85 % Other revenue 0.61 % 1.95 % 100 % 100 % At December 31, 2019 and 2018, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2019 December 31, 2018 OMI IRE 0 % 30.94 % CLI 26.68 % 16.62 % OMW 25.24 % 16.55 % Others having a concentration of less than 10% 48.08 % 35.89 % 100 % 100 % Share-based payments Under ASC 718 “Compensation – Stock Compensation”, the Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. On January 1, 2019, the Company adopted ASU 2018-07 “Compensation – Stock Compensation” whereby share based payment awards issued to non-employees will be treated the same as for employees. The guidance has been applied using the modified prospective method which may result in a cumulative effect adjustment to retained earnings on the adoption date. The adoption of ASU 2018-07 did not result in a cumulative effect adjustment. Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. When computing fair value, the Company considered the following variables: ● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share-based payment in effect at the time of the grant. ● The expected term is developed by management estimate. ● The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. ● The expected volatility is based on management estimates which are based upon our historical volatility. ● The forfeiture rate is based on historical experience. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. On November 15, 2010, the date of the reverse recapitalization, the Company became subject to U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018 and is permanent. The Act has caused the Company’s deferred income taxes to be revalued as of December 31, 2017. As changes in tax laws are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2019 and 2018, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties related to unrecognized tax benefits in income tax expense. There were no penalties or interest related to income tax positions for the years ended December 31, 2019 and 2018. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2017, 2018 and 2019 tax years. The Company’s two subsidiaries, Global Equity Partners Plc. (sold and ceased to be a subsidiary on June 5, 2017) and GEP Equity Holdings Limited, were incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is only subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that does not do business in Seychelles, is not subject to income tax there. None of these two subsidiaries did business in Seychelles for the years ended December 31, 2019 and 2018, and do not intend to do business in Seychelles in the future. Accordingly, the Company is not subject to income tax in Seychelles for the years ended December 31, 2019 and 2018. All business activities were performed by GEP Equity Holdings Limited in Dubai for the years ended December 31, 2019 and 2018. Dubai does not have an income tax. Regarding UK subsidiaries, Argentum 47 Financial Management Limited, was incorporated under the laws of England and Wales on December 12, 2017. There was no business transacted from this subsidiary during the year ended December 31, 2019 and 2018 as it is just a holding company for UK subsidiaries, hence there is no income tax impact during the year ended December 31, 2019 and 2018. Cheshire Trafford UK Limited was acquired, through Argentum 47 Financial Management Limited, on August 1, 2018 and is subject to the laws of the United Kingdom. Under the Corporation Tax Act, 2010 as applicable in the United Kingdom, income tax is to be calculated based on 19% of the taxable income. Earnings per Share The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As at December 31, 2019 and 2018, the Company had common stock equivalents of 363,755,756 and 94,401,975 common shares, respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 9(E and F). As at December 31, 2019 and 2018, the Company had common stock equivalents of 770,000,000 common shares, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 10(A). Number of Common Shares December 31, 2019 December 31, 2018 Potential dilutive common stock Convertible notes 363,755,756 94,401,975 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 320,000,000 Total potential dilutive common stock 1,133,755,756 864,401,475 Weighted average number of common shares – Basic 573,178,505 525,534,409 Weighted average number of common shares – Dilutive 1,706,934,261 1,389,936,384 As of December 31, 2019 and 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock could not be any earlier than September 27, 2020. Comprehensive Income / (Loss) The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through December 31, 2019, includes only foreign currency translation gain / (loss), and is pres |
Acquisition of Cheshire Traffor
Acquisition of Cheshire Trafford (U.K.) Limited | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Cheshire Trafford (U.K.) Limited | Note 5 – Acquisition of Cheshire Trafford (U.K.) Limited On August 1, 2018, the Company completed the acquisition of Cheshire Trafford (UK) Limited (“Cheshire Trafford”) pursuant to a Share Purchase Agreement dated as of August 1, 2018 and acquired 100% of the ordinary shares of Cheshire Trafford. Cheshire Trafford acts as a broker for the sale of Lump Sum or Single Premium Insurance Policies and Regular Premium Investment or Insurance Policies that are issued by reputable third-party insurance companies. The purchase consideration for the acquisition of Cheshire Trafford is based on a formula of 2.7 times Cheshire Trafford’s projected annual recurring revenues for the calendar year ending December 31, 2018. We took the gross revenues of Cheshire Trafford for the five months ended May 31, 2018 and annualized those recurring revenues and multiplied those revenues by 2.7 times in arriving at the contractual purchase consideration of $516,795. The purchase consideration is payable in following three installments: ● The first installment of $175,710 has been paid upon closing of the transaction. ● The second installment of $170,542 is due 18 months after the acquisition date which is February 1, 2020. Management is currently in negotiation with the seller about a possible reduction in the second instalment per the terms of the acquisition agreement. ● |The third installment of $170,542 is due 36 months after the acquisition date. The second and third installments could be reduced (but not increased) in the event that Cheshire Trafford’s trailing or recurring revenues are less than agreed recurring income target of GBP 144,185 during the 12-month period commencing on the Acquisition date; hence these two installments are treated as contingent purchase consideration. Based on the historical data available regarding the recurring/trail revenues of Cheshire Trafford, Management believes that there is a 95% probability that Cheshire Trafford will achieve the recurring income target of GBP 144,185 during the 12-month period ending on July 31, 2019. Hence, the contingent purchase consideration is adjusted to take into account this probability factor. To calculate the fair value of the contingent purchase consideration, our Management has discounted the remaining two installments of $341,084 to be paid, at a discount rate of 6% (our borrowing rate for the purpose of acquisitions) to arrive at the present value of $284,298 at the acquisition date. Total fair value of the purchase consideration is as follows: Fair Value Cash payment $ 175,710 Fair value of contingent consideration 284,298 Total Fair Value of Purchase Consideration $ 460,008 Below table depicts the allocation of fair value of the purchase consideration to the fair value of the net assets of Cheshire Trafford at the acquisition date: Assets acquired Fair Value Cash $ 4,743 Accounts receivable – net 6,555 Intangibles – customer list 342,194 Goodwill 142,924 Property and equipment, net 614 497,030 Liabilities assumed Accounts payable and accrued liabilities 4,012 Due to director of Cheshire Trafford 33,010 (37,022 ) Purchase consideration allocated $ 460,008 This acquisition was accounted for under the acquisition method of accounting. Accordingly, the Company recognized amounts for identifiable assets acquired and liabilities assumed at their initial estimated acquisition date fair values. During the purchase price measurement period, which may be one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations. The excess of the purchase consideration over the fair value of assets acquired, net of liabilities assumed was initially recognized as the fair value of customer list intangible asset totaling to $485,118. Upon finalizing the fair value of customer list intangible based on the Multi Period Excess Earnings Model, Management believed that fair value of the customer list intangible asset amounted to $342,194 and the remaining $142,924 is recognized as goodwill as at December 31, 2018. This intangible asset is amortized on a straight line basis over a life of 15 years which is the average service duration of a customer that has invested with Cheshire Trafford. Estimated life of intangibles 15 years Fair value of customer list intangible asset at date of acquisition $ 485,118 Fair value adjustment at December 31, 2018 (142,924 ) Adjusted fair value of customer list intangible asset at December 31, 2018 $ 342,194 Amortization charge for 5 months ended December 31, 2018 (9,505 ) Net Book Value at December 31, 2018 $ 332,689 Amortization charge for the period (22,813 ) Net Book Value at December 31, 2019 $ 309,876 As at December 31, 2019, the management recalculated the third installment of the purchase price consideration as the recurring income period of 12 months ended on July 31, 2019 based upon the terms of the purchase agreement. Accordingly, the fair value of contingent acquisition payable was reduced, and the Company recorded a gain on revaluation of payable for acquisition of $67,897 in the accompanying consolidated statement of operations during the year ended December 31, 2019. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 6 – Discontinued Operations In March 2019, Management decided that it made overall economic sense for the Company to close its employment placement services business in Dubai; hence, in order to fully concentrate on its core business of Independent Financial Advisory services and consultancy business, the Board of Directors decided to initiate liquidation proceedings of the Dubai subsidiary “GE Professionals DMCC” and discontinue the related employment placement services business. As a result, Dubai subsidiary operations for the years ended December 31, 2019 and 2018 are treated as discontinued operations in the accompanying consolidated financial statements. The consolidated statements of operations only comprise the continuing operations. Net income from the discontinued operations is presented on a single line after the net income from the continuing operations. Major classes of assets and liabilities from discontinued operations as at December 31, 2019 and December 31, 2018 were as follows: Assets December 31, 2019 December 31, 2018 Cash $ - $ 10,219 Prepaids - 1,974 Other current assets - 4,732 Total Assets $ - $ 16,925 Liabilities Accounts payable and accrued liabilities $ - $ 79,534 Accounts payable and accrued liabilities - related parties - 5,648 Total Liabilities $ - $ 85,182 Statement of Operations from discontinued operations for the years ended December 31, 2019 and 2018 was as follows: December 31, 2019 December 31, 2018 Revenue $ - $ 45,334 General and administrative expenses $ 9,452 $ 57,361 Compensation expense 22,743 114,046 Professional services 2,382 1,361 Depreciation 77 454 Loss from discontinued operations $ (34,654 ) $ (127,888 ) Other income (expenses) Loss due to fixed assets write off $ (164 ) $ - Gain on extinguishment of debt and other liabilities - 19,317 Exchange rate loss (187 ) (1,097 ) Total other (expenses) / income $ (351 ) $ 18,220 Net loss from discontinued operations $ (35,005 ) $ (109,668 ) |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Note 7 – Investments A. Marketable Securities at Fair Value Following is the summary of Company’s investment in marketable securities at fair value as at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value DUO 5,835,392 $ 204,239 5,835,392 $ 1,458,848 5,835,392 $ 204,239 5,835,392 $ 1,458,848 On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo World Inc. valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc. having the same cost basis of $136; no gain or loss was recorded on this conversion. (See Note 7(B)) On May 31, 2018, the Company received common stock dividend of 1,187,059 common shares of Duo World Inc. based on the stock split ratio of 4:5. There was no net accounting effect of the receipt of these shares. On June 28, 2018, the Company sold 200 common shares of Duo World Inc. at $0.60 per share or $120. During the quarter ended September 30, 2018, the Company sold 99,700 common shares of Duo World Inc. at various selling prices totaling to $69,174. At December 31, 2018, the Company revalued 5,835,392 common shares at their fair value of $0.25 per share, totaling $1,458,848. As a result of year end revaluation at December 31, 2018 and sale of common stock during the year ended December 31, 2018, the Company recorded a net loss on available for sale marketable securities of $501,334 into the consolidated statement of operations. At December 31, 2019, the Company revalued 5,835,392 common shares at their quoted market price of $0.035 per share, to $204,239; hence, recording a net loss on available for sale securities of $1,254,609 into the statement of operations for the year ended December 31, 2019. B. Investments at Cost The Company, through its subsidiary, GEP Equity Holdings Limited, holds the following common equity securities in private and reporting companies as at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 5,006,521 $ - 5,006,521 $ - Private Company QFS - - 2,271 - Private Company 5,006,521 $ - 5,008,792 $ - On December 4, 2019, the Company sold its investment in QFS stock to Quartal Financial Solutions AG (QFS) at a mutually agreed price of $170,441, hence for the year ended December 31, 2019, the Company recorded a gain on sale of available for sale securities amounting to $170,441 into the consolidated statement of operations. The Company, through its subsidiary, GEP Equity Holdings Limited, holds the following preferred equity securities in private and reporting companies as at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 450,000 $ - 450,000 $ - Private Company 450,000 $ - 450,000 $ - On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo World Inc. valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc., having the same cost basis of $136; no gain or loss was recorded on this conversion. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8 – Fixed Assets Following table reflects net book value of furniture and equipment as of December 31, 2019 and 2018: Furniture and Equipment Useful Life 3 to 10 years Cost Balance as at December 31, 2018 $ 82,010 Addition during the period 1,284 Cost write off – discontinued operations (38,348 ) Translation rate differences 1,501 Balance as at December 31, 2019 $ 46,447 Accumulated depreciation Balance as at December 31, 2018 $ 76,830 Depreciation expense for the period – continuing operations 2,586 Depreciation expense for the period - discontinued operations 77 Accumulated depreciation write off – discontinued operations (38,185 ) Translation rate differences 1,467 Balance as at December 31, 2019 $ 42,775 Net book value as at December 31, 2019 $ 3,672 Net book value as at December 31, 2018 $ 5,180 |
Debt, Accounts Payable and Accr
Debt, Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt, Accounts Payable and Accrued Liabilities | Note 9 – Debt, Accounts Payable and Accrued Liabilities (A) Accounts Payable and Other Accrued Liabilities The following table represents breakdown of accounts payable and other accrued liabilities as of December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Accrued salaries and benefits $ 61,452 $ 12,794 Accounts payable and other accrued liabilities 68,127 56,941 $ 129,579 $ 69,735 (B) Accounts Payable and Accrued Liabilities – Related Parties The following table represents the accounts payable and accrued expenses to related parties as of December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Accrued salaries and benefits $ 382,165 $ 156,175 Expenses payable 76,353 8,393 $ 458,518 $ 164,568 On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $160,000 to 800,000 Series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of preferred stock. Each share of the Series “C” preferred stock is convertible into 100 common shares, resulting in an equivalent 80,000,000 shares of common stock having a fair value of $320,000, thereby recognizing additional stock based compensation of $160,000. (See Note 10 (A)). As a result of this conversion, the Company issued following shares of Series “C” preferred stock to its officers and directors: ● 400,000 shares of Series “C” preferred stock to the Company´s CEO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock-based compensation of $80,000, and ● 400,000 shares of Series “C” preferred stock to the Company´s CFO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock-based compensation of $80,000. (C) Loans Payable – Related Parties The Company received short-term loans from its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity during the years ended December 31, 2019 and 2018: Balance, December 31, 2017 $ - Proceeds from loans 12,663 Repayments (12,663 ) Balance, December 31, 2018 $ - Proceeds from loans 109,178 Repayments (109,178 ) Balance, December 31, 2019 $ - (D) Short Term Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 55,029 $ 315,613 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2019: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 8,058 268,642 Balance – December 31, 2019 $ 260,584 $ 46,029 $ 306,613 · ● On November 26, 2013, the Company secured from a private individual, a twelve-month fixed price convertible loan amounting to $450,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.5 per share. During the year ended December 31, 2014, the Company recorded a total accrued interest of $42,971 on this Note. On December 23, 2014, the Company fully repaid the principal note balance of $450,000 in cash and also paid $5,000 on account of accrued interest payment, thereby leaving an accrued and unchanged interest balance of $37,971 as of December 31, 2019 and 2018. · ● On October 17, 2013, the Company secured a non-convertible three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of an investment we held then in a company called Direct Security Integration Inc. The shares used as a form of guarantee formed part of the assets of our Company at that time but are not considered an asset since the date we provided them to the lender as we were no longer in control of such shares. On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company was now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. On December 21, 2015, the Company repaid the first installment of the accrued interest amounting to $20,000, leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. On September 30, 2018, the Company and the lender agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay GBP 220,000 or $286,642 as full and final payment regarding this loan. This repayment will not accrue any further interest or penalties. Both parties also agreed on a repayment plan of $3,000 monthly payment commencing on the date of signature of this addendum and additional ad hoc interim payments will be made to fully settle this loan within 36 months of this addendum dated September 30, 2018. During the year ended December 31, 2018, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $17,058 as of December 31, 2018. During the year ended December 31, 2019, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $8,058 as of December 31, 2019. (E) Short Term Fixed Price Convertible Notes Payable Following is the summary of all fixed price convertible notes, net of debt discounts including the accrued interest as at December 31, 2018: Date of Note Principal Discount Principal, net of discounts Accrued Interest Total June 5, 2017 - Mammoth Corp. $ - $ - $ - $ - $ - August 9, 2017 - Mammoth Corp. - - - - - November 15, 2017 – Power up Lending - - - - - January 17, 2018 - Xantis PE Fund 400,000 1,500 398,500 23,277 421,777 January 23, 2018 - William Marshal Plc. 100,000 - 100,000 5,819 105,819 June 8, 2018 - Xantis AION Sec Fund 735,000 50,824 684,176 25,010 709,186 October 10, 2018 - Xantis AION Sec Fund 653,040 78,099 574,941 3,328 578,269 Balance, December 31, 2018 $ 1,888,040 $ 130,423 $ 1,757,617 $ 57,434 $ 1,815,051 Following is the summary of all fixed price convertible notes, net of debt discounts including the accrued interest as at December 31, 2019: Date of Note Principal Discount Principal, net of discounts Accrued Interest Total January 17, 2018 - Xantis PE Fund $ - $ - $ - $ - $ - January 23, 2018 - William Marshal Plc. - - - - - June 8, 2018 - Xantis AION Sec Fund - - - - - Balance, December 31, 2019 $ - $ - $ - $ - $ - ● On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC for $167,500 dated December 6, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated June 5, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company´s stock as on the date of the note was $0.0071. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on June 5, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated December 6, 2016 and $16,750 was recognized as loss on debt extinguishment. On December 4, 2017, the Company re-negotiated the loan terms and entered into a rider agreement with the noteholder. The terms of this rider agreement were a one-time 35% increase in the principal loan of $64,487, increasing the principal sum from $184,250 to $248,737. In addition, both parties also agreed to re-negotiate the loan terms of another note dated August 9, 2017 with a one-time 35% increase in the principal loan of $19,775, increasing the principal sum from $56,500 to $76,275. This rider agreement further consolidated the revised principal note balances of the two notes into a single payable of $325,012. The Company agreed a monthly repayment plan of six installments of $54,168 commencing from January 15, 2018 and ending on June 15, 2018. The noteholder agreed to suspend the conversion of the notes if the company continue to repay all six installments as per the revised payment plan. The Company accounted for this one-time increase on both notes amounting to $64,487 and $19,775 as a loss on debt extinguishment. As of December 31, 2017, the outstanding balance amounted to $248,737 and $73,386, net of $2,889 discount, against the two notes dated June 5, 2017 and August 9, 2017, respectively. During the year ended December 31, 2018, the Company fully repaid the six installments of $54,168 each, thereby leaving an outstanding principal loan balance of $0 as on December 31, 2018. ● On August 9, 2017, the Company secured a 9 months fixed price convertible loan for $56,500 (see amendment discussed in above paragraph) carrying an original issue discount of $6,500. Interest will not be accrued on the outstanding principal balance unless an event of default occurs. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012 subject to change based on certain default provisions as defined in the Note. Fair value of the Company´s stock as on the date of issuance of this note was $0.0045. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on August 9, 2017. During the year ended December 31, 2017, $3,611 of the debt discount balance was amortized to income statement. During the year ended December 31, 2018, $2,889 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $0. With the payments of all six installments of $54,168 each as per the amendment discussed in above paragraph, the Company first settled these payments against this convertible note in full amounting to $76,275, thereby leaving an outstanding principal loan balance of $0 as on December 31, 2018. ● On November 15, 2017, the Company secured a 9-month convertible loan for $53,000 carrying an original issue discount of $3,000 and an interest at the rate of 12% accrued on the outstanding principal balance. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a conversion price of 65% of the average of the lowest 2 trading prices during the ten trading days’ period ending on the latest trading day prior to the conversion date, subject to change based on certain default provisions as defined in the Note. The Company recorded this fixed discount of 35% as a premium on stock settled debt amounting to $28,538. During the year ended December 31, 2017, $500 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $2,500. The Company also recorded an accrued interest expense of $819 during the year ended December 31, 2017. The outstanding convertible note balance amounted to $53,000 and the premium on stock settled debt amounted to $28,538 as of December 31, 2017. On January 17, 2018, the Company opted for the prepayment of this note by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, the Company paid $53,000 of principal, $1,045 of accrued interest and $9,188 of prepayment charge in cash totaling to $63,233 as a full and final settlement of this convertible note. ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid a $36,000 cash commission, which is treated as debt issuance cost for this note. This particular Convertible Note issued to Xantis Private Equity Fund matured on January 13, 2019, as January 12, 2018 was the date that the funds were effectively wired to the Company. During the year ended December 31, 2018, $34,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $1,500. The Company further recorded $23,277 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $400,000 as of December 31, 2018. During the year ended December 31, 2019, $1,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $0. The company further recorded an interest expense of $723, making the total accrued interest balance to $24,000. On January 14, 2019, the Company issued 21,200,000 common shares to the lender at an agreed conversion price of $0.02 per share amounting to $424,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on December 31, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 23, 2018, the Company received its first tranche of funding from William Marshal Plc. amounting to $100,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. This particular Convertible Note issued to William Marshal Plc. matured on January 24, 2019. During the year ended December 31, 2018, the Company recorded $5,819 as interest expense and the outstanding note balance amounted to $100,000 as of December 31, 2018. During the year ended December 31, 2019, the Company further recorded an interest expense of $181, making the total accrued interest balance to $6,000. On January 24, 2019, the Company issued 5,300,000 common shares to William Marshal Plc. at an agreed conversion price of $0.02 per share amounting to $106,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on December 31, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On June 6, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis AION Securitization Fund (Luxembourg), for a minimum of 1,700,000 Great Britain Pounds (equivalent to approximately $1,940,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On June 8, 2018, the Company received an initial tranche of funding from Xantis AION Securitization Fund amounting to $735,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid $110,887 cash commission, which is treated as debt issuance costs for this note. This particular Convertible Note issued to Xantis AION Securitization Fund will mature on June 9, 2019. During the year ended December 31, 2018, $60,064 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $50,824. The Company further recorded $25,010 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $735,000 as of December 31, 2018. During the year ended December 31, 2019, $50,824 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $0. The Company further recorded an interest expense of $19,090, making the total accrued interest balance to $44,100. On June 5, 2019, the Company issued 38,955,000 common shares to the lender at an agreed conversion price of $0.02 per share amounting to $779,100, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on December 31, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. At December 31, 2019, the lender holds 10.17% beneficial ownership of the issued and outstanding common stock of the Company, hence the lender is deemed to be a related party of the company. (F) Long Term Convertible Notes Payable Following is the summary of all long-term convertible notes, net of debt discounts including the accrued interest as at December 31, 2019: Date of Note Principal Discount Principal, net of discounts Accrued Interest Total October 10, 2018 - Xantis AION Sec Fund $ 653,040 $ - $ 653,040 $ 48,092 $ 701,132 December 18, 2018 - Aegeus Sec Fund 329,100 - 329,100 649 329,749 Balance, December 31, 2019 $ 982,140 $ - $ 982,140 $ 48,742 $ 1,030,882 On October 10, 2018, the Company received second tranche of funding from Xantis AION Securitization Fund amounting to $653,040 pursuant to the funding agreement dated June 6, 2018. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid $98,651 cash commission, which is treated as debt issuance cost discount for this note. This particular Convertible Note issued to Xantis AION Securitization Fund was to mature on October 11, 2019. During the year ended December 31, 2018, $20,552 of the debt issuance cost discount was amortized to income statement, leaving an unamortized debt issue cost balance of $78,099. The Company further recorded $3,328 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $653,040 as of December 31, 2018. On December 13, 2019, the Company and the lender mutually agreed to defer the conversion of the second tranche of the June 6, 2018 funding agreement for a further two (2) years and one (1) day from December 18, 2019. In this case, the agreed conversion price will be the closing market price two days prior the new conversion date. The Company will continue to accrue 6% interest on the outstanding principal until the note is fully converted to its common stock. During the year ended December 31, 2019, $78,099 of the debt issuance cost discount was amortized to income statement, leaving an unamortized debt issuance cost discount balance of $0. The Company further recorded $44,764 as interest expense during the year ended December 31, 2019 and the outstanding note balance amounted to $653,040 as of December 31, 2019. On December 18, 2019, the Company secured a 24-month convertible loan, from Aegeus Securitization Fund (Luxembourg), for 500,000 Great Britain Pounds (equivalent to approximately $658,200) carrying an interest at the rate of 6% per annum and received the first tranche amounting to GBP 250,000 (equivalent to approximately $329,000). The lender has an option to convert this note into common stock of the Company after (2) years and one (1) day from December 18, 2019 at a conversion price equivalent to the closing market price two days prior the new conversion date. Aegeus Securitization Fund and Xantis AION Securitization Fund both have the same fund administrators, Xantis S.A., hence Aegeus Securitization Fund is treated as a related party of the Company as at December 31, 2019. The Company simultaneously also entered into a Receivables Assignment Agreement whereby an amount of the receivables from the Company and/or the next Independent Financial Advisory Firm acquired will be securitized to the lender. Pursuant to the terms of this Assignment Agreement, the Company assigned its receivables for the period from June 2020 to May 2025 to the lender. During the year ended December 31, 2019, the Company recorded $649 as interest expense and the outstanding note balance amounted to $329,100 as of December 31, 2019. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 10 - Stockholders’ Equity (Deficit) (A) Preferred Stock ● Series “A” Convertible Preferred Stock On November 30, 2011, the Company designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred shares. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance; ● Dividend Rights: None; ● Liquidation Rights: None On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the company that held these Preferred Shares, returned all 1,983,332 Shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the company at zero cost with no gain or loss recognized. On July 15, 2015 the designation of the 5,000,000 Series “A” preferred shares was withdrawn. ● Series “B” Convertible Preferred Stock On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “B” Preferred is convertible at any time, and from time to time, into ten (10) shares of common stock 1 day after the first anniversary of issuance. Pursuant to two funding agreements entered into in January 2018, the management contractually agreed to not convert or sell any of these preferred shares until September 27, 2020; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “B” Preferred share will be entitled to receive an equivalent dividend as if the Series “B” Preferred share had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively. ● Series “C” Convertible Preferred Stock On September 18, 2017, the Company designated 5,000,000 of its authorized preferred stock as Series “C” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 100 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “C” Preferred is convertible at any time, and from time to time, into one hundred (100) shares of common stock 1 day after the third anniversary of issuance; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “C” Preferred share will be entitled to receive an equivalent dividend as if the Series “C” Preferred stock had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. During the year ended December 31, 2019, the Company did not issue any new preferred shares. After December 31, 2019, specifically on March 19, 2019, the Company issued 100,000 shares of Series “C” Preferred Stock to Nicholas Paul Tuke, our new President and Chief Executive Officer, as a signing bonus agreed in his February 1, 2020 employment agreement. (B) Common Stock As at December 31, 2019 and 2018, the Company had 950,000,000 authorized shares of common stock having a par value of $0.001. As at December 31, 2019 and 2018, the Company had 590,989,409 and 525,534,409 shares of common stock issued and outstanding, respectively. During the year ended December 31, 2018, the Company did not issue any new shares of common stock. During the year ended December 31, 2019, the Company issued 65,455,000 common shares because of conversions of three convertible notes and related accrued interest in following manner: ● On January 14, 2019, the Company issued 21,200,000 common shares to Xantis Private Equity at an agreed contractual conversion price of $0.02 per share amounting to $424,000. See Note 9(E) ● On January 24, 2019, the Company issued 5,300,000 common shares to William Marshal Plc. at an agreed contractual conversion price of $0.02 per share amounting to $106,000. See Note 9(E) ● On June 5, 2019, the Company issued 38,955,000 common shares to Xantis AION Securitization Fund at an agreed contractual conversion price of $0.02 per share amounting to $779,100. See Note 9(E) |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 11 – Revenue For the year ended December 31, 2019 and 2018, the Company recognized total revenues amounting to $112,080 and $98,613, respectively. Unfulfilled performance obligations represent the remaining contract transaction prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, and therefore revenues have not yet been recorded. Unfulfilled performance obligations primarily consist of the remaining fees not yet recognized under the Company´s proportional performance method for both our fixed fee arrangements, and the portion of performance based and contingent arrangements, which we have deemed probable. As of December 31, 2019 and, 2018, the Company´s management believes that all of the fixed fee, performance based and contingent arrangements have an original expected duration of one year or less; hence, the Company elected to utilize the optional exemption to exclude it from this disclosure. Contract Assets and Liabilities Contract assets are defined as assets for which we have recorded revenue because we determined that it is probable that we will earn a performance based or contingent fee, but we are not yet entitled to receive our fees, because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of December 31, 2019 and 2018. Contract liabilities are defined as liabilities incurred when we have received consideration from a client but have not yet performed the agreed upon services. This may occur when we receive advance billings before delivery of services when clients pay us up-front fees before we begin work for them. The contract liability balance was immaterial as of December 31, 2019 and 2018. |
Pension Plan
Pension Plan | 12 Months Ended |
Dec. 31, 2019 | |
Pension Plan | |
Pension Plan | Note 12 – Pension Plan The Company operates a defined “contribution pension plan” for its subsidiary in the United Kingdom, Cheshire Trafford UK Limited. Each participant needs to complete a probation period before being included in the pension plan. The contributions payable to the company’s pension plan are charged to the consolidated statement of operations in the period to which they relate. We contributed a total of $2,776 and $2,069 to this pension plan during the year ended December 31, 2019 and post-acquisition five months’ period ended December 31, 2018, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. See Note 9(B). On January 14, 2019, the Company issued 21,200,000 common shares valued at a contractually agreed value of $0.02 per share or $424,000 (including $400,000 of principal and $24,000 of accrued interest) to Xantis Aion Securitisation Fund (at Xantis Private Equity Fund´s request) upon conversion of a convertible promissory note. On June 9, 2019, the Company issued 38,955,000 common shares valued at a contractually agreed value of $0.02 per share or $779,100 (including $735,000 of principal and $44,100 of accrued interest) to Xantis Aion Securitisation Fund upon conversion of a convertible promissory note. At December 31, 2019 and 2018, there were accounts payable, accrued liabilities and loans payable due to related parties. (See Note 9(B, E and F). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 - Income Taxes The income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 21% in 2018 and 2019 as follows: 2019 2018 Income Tax (benefit) provision at statutory rate: $ (392,694 ) $ (338,309 ) Increase (decrease) in income tax due to: Non-Taxable foreign earnings / losses 86,900 208,797 Amortization of debt discount 27,389 25,306 Unrealized loss on marketable securities 263,468 107,248 Other - (3,042 ) Change in valuation allowance 14,937 - Total $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income taxes. Net deferred tax assets and liabilities are comprised of the following: 2019 2018 Deferred tax assets (liabilities), current $ - $ - Deferred tax assets (liabilities), non-current Net operating loss carry-forward $ 14,937 $ - Valuation allowance (14,937 ) - $ - $ - Net deferred tax assets (liabilities) $ - $ - Non-current assets (liabilities) $ - $ - $ - $ - The US parent entity´s expenses are funded by the foreign subsidiaries through a management fee, which is, included in the US parent´s unconsolidated US annual income tax return as taxable revenues. The Company has not recorded deferred income taxes applicable to undistributed earnings of the foreign subsidiaries because there are cumulative losses in those subsidiaries through December 31, 2019. In the future, the Company does not intend to record deferred income taxes applicable to undistributed future earnings of the foreign subsidiaries because it is the present intention of management to reinvest the undistributed earnings indefinitely in those foreign subsidiaries. In assessing the realizability of deferred tax assets, management considers that whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in 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. There was no income tax liability for 2018 and no additional net operating loss carryforwards. As of December 31, 2019, based upon the levels of historical taxable income and the limited experience of the Company, the Company believes that it is more-likely-than-not that it will not be able to realize the benefits of some or all of these deductible differences. Accordingly, a valuation allowance of approximately $(14,937) has been provided in the accompanying consolidated financial statements as of December 31, 2019. At December 31, 2019, the Company had $71,129 of U.S. net operating loss carryforwards that may be carried forward indefinitely. The Company has not incurred any foreign income taxes for the years ended December 31, 2019 and 2018. The Company may be subject to enquiries by the U.K. Taxation authority regarding its U.K. subsidiaries for the 2018 and 2019 tax years. The Company may also be subject to examination by the U.S. Internal Revenue Service (“IRS”) and state taxing authorities for the 2017, 2018 and 2019 tax years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Contingencies ● From time to time, the Company may be involved in litigation or disputes relating to claims arising out of its operations in the normal course of business. As of December 31, 2019, the Company is not involved in any such litigation or disputes other than as discussed above. Commitments ● Leases On August 1, 2018, the Company entered into a rent agreement for its UK office at Hull for a period of one year amounting to a rental of GBP 2,000 or $2,890 per month (from August 2018 until July 2019). This rental agreement expired on July 31, 2019 and was not renewed. The Company entered into a non-cancelable operating lease for its UK office in the city of Hull (United Kingdom) on August 29, 2019, for a period of six years amounting to a rental of GBP 1,000 or approximately $1,230 per month. In August 2019, the Company paid a deposit of GBP 3,000 or $3,690 that was settled against 3 months of operating lease liability pertaining to fourth quarter of 2019. In adopting ASC Topic 842, Leases, the Company has elected the package of practical expedients which permits it not to reassess its prior conclusions about lease identifications, lease classifications and initial direct costs under the new standard. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Upon adoption of this ASC, the Company recorded right-of-use leased asset and operating lease liability of $79,129. On December 31, 2019, the balance of the right-of-use leased asset and operating lease liability was $75,786. The significant assumptions used to determine the present value of the operating lease liability was a discount rate of 6% which was based on the Company’s estimated incremental borrowing rate. At December 31, 2019, the right-of-use leased asset (ROU) is summarized as follows: December 31, 2019 Office lease right-of-use asset $ 79,129 Less: Accumulated amortization (3,343 ) Balance of ROU asset as at December 31, 2019 $ 75,786 At December 31, 2019, operating lease liability is summarized as follows: December 31, 2019 Lease liability related to office lease right-of-use asset $ 79,129 Less: Lease reduction (3,343 ) Less: Current portion of operating lease liability (13,374 ) Long term operating lease liability as at December 31, 2019 $ 62,412 The following is a schedule, by years, of the future minimum lease payments as of December 31, 2019 required under the non-cancelable operating lease: Year ended December 31, Operating Lease 2020 $ 15,921 2021 15,921 2022 15,921 2023 15,921 2024 15,921 Thereafter 10,614 Total minimum lease payments $ 90,219 Less: Discount to fair value (14,433 ) Total Operating Lease Liability at December 31, 2019 $ 75,786 Total rent expense for the year ended December 31, 2019 and 2018 was $25,206 and $37,041, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16 – Segment Information During the years ended December 31, 2019 and 2018, the Company operated in two reportable business segments - (1) Management Consultancy Services (the “Consultancy” segment) consisting of management consultancy and employment placement services such as assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and human resources placements; and (2) a segment which concentrates on third party insurance policy sales and renewals (the “Insurance brokerage” segment). The Company’s reportable segments were strategic business units that offered different products. They were managed separately based on the fundamental differences in their operations and locations. All goodwill in the accompanying consolidated balance sheets is assigned to the Insurance brokerage segment. Information with respect to these reportable business segments for the years ended December 31, 2019 and 2018 was as follows: For the year ended December 31, 2019 2018 Revenues: Consultancy $ - $ 32,000 Insurance brokerage 112,080 66,613 $ 112,080 $ 98,613 Depreciation and amortization: Consultancy $ 2,586 $ 1,756 Insurance brokerage 22,813 9,577 $ 25,399 $ 11,333 Net loss from continuing operations: Consultancy $ (1,798,480 ) $ (1,480,589 ) Insurance brokerage (36,488 ) (30,242 ) $ (1,834,968 ) $ (1,510,831 ) December 31, 2019 December 31, 2018 Identifiable long-lived tangible assets at December 31, 2019 and 2018 by segment: Consultancy $ 2,734 $ 4,654 Insurance brokerage 938 526 $ 3,672 $ 5,180 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events On February 11, 2020, GE Professionals DMCC (the Dubai Subsidiary of the Company) was formally deregistered and liquidated in Dubai, United Arab Emirates. On March 19, 2020, the Company issued 100,000 shares of Series “C” Preferred Stock to Nicholas Paul Tuke, our new President Chief Executive Officer, as a signing bonus agreed in his February 1, 2020 employment agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum FM”). GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). GE Professionals DMCC has been presented as a discontinued operation as of December 31, 2019 as it has completed the liquidation proceedings on February 11, 2020. Argentum FM is the parent company of its 100% owned subsidiary, Cheshire Trafford U.K. Limited (U.K.) from August 1, 2018 pursuant to a Share Purchase Agreement dated August 1, 2018. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain amounts in the 2018 consolidated statements of operations have been reclassified from Interest expense to Change in fair value of acquisition payable to conform to the 2019 presentation. This reclassification increased Change in fair value of acquisition payable, in Other expenses of the consolidated statements of operations by $7,561 and decreased Interest expense in Other expenses of the consolidated statements of operations by the same amount in 2018. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include accounts receivable and related revenues for our subsidiary, Cheshire Trafford, allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation period of fixed assets, valuation of fair value of assets acquired and liabilities assumed of acquired businesses, fair value of business purchase consideration, fair value of the lease liabilities, valuation allowance on deferred tax assets and equity valuations for non-cash equity grants. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. |
Segment Reporting | Segment Reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2019 and 2018, the Company had no cash equivalents. At times balances may exceed federally insured limits of $250,000. We have not experienced any losses related to these balances. At December 31, 2019 and 2018, balance in one financial institution exceeded federally insured limits by $73,480 and $0, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at December 31, 2019 and 2018. However, there were direct write offs of $30,000 during the year ended December 31, 2018. |
Foreign Currency Policy | Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s discontinued Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s U.K. subsidiaries is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. |
Investments | Investments (A) Classification of Securities Marketable Securities As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, the management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018 using the modified retrospective method. At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain (loss) on available for sale securities, net.” Therefore, no gain/loss is recognized on the sale of securities. Cost Method Investments Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing. (B) Other than Temporary Impairment The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company did not record any such impairment during the years ended December 31, 2019 and 2018. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. |
Leases | Leases On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) which requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from a lease. We adopted this standard by applying the optional transition method on the adoption date and did not adjust comparative periods. In addition, the Company elected the practical expedient to not reassess whether any expired contracts contained leases. Furthermore, the Company has elected to not apply the recognition standards of ASU 2016-02 to operating leases with effective terms of twelve months or less (“Short-Term Leases”). For Short-Term Leases, the Company recognizes lease payments on a straight-line basis over the lease term in the period in which the obligation for those payments is incurred. On the adoption date, all of the Company’s contracts containing leases were expired or were Short Term Leases. Accordingly, upon the adoption of ASU 2016-02, there was no cumulative effect adjustment. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Original Issue Discount | Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Business Combinations | Business combinations The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. Where applicable, the consideration for the acquisition includes amounts resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates at fair value, with changes in fair value recognized in statement of operations. The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date, resulting in a final valuation, and is subject to a maximum of one year from acquisition date. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets In accordance with ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. For the purpose of impairment testing, goodwill is allocated to each of the group’s reporting units expected to benefit from the synergies of the combination. Reporting units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss calculated as the amount by which the carrying value exceeds the fair value is recorded to goodwill but cannot exceed the goodwill amount. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary or the relevant reporting unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, such as property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs related to the sale, and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. |
Discontinued operations | Discontinued operations Components of an entity divested or discontinued are recognized in the consolidated statements of operations until the date of divestment or discontinuation. For periods prior to the designation as discontinued operations, we reclassify the results of operations to discontinued operations. Gains or losses on divestment or winding up of subsidiaries are stated as the difference between the sales or disposal amount and the carrying amount of the net assets at the time of sale or winding up plus sales or winding up costs. The assets and liabilities for business components meeting the criteria for discontinued operations are reclassified and presented separately as assets of discontinued operations and liabilities relating to discontinued operations in the accompanying consolidated balance sheet. The change in presentation for discontinued operations does not have any impact on our financial condition or results of operations. We combine the cash flows and assets and liabilities attributable to discontinued operations with the respective cash flows and assets and liabilities from continuing operations in the accompanying consolidated statement of cash flows. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized. Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and arranging third party insurance policies. Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue when (or as) each performance obligation is satisfied. The Company generates its revenue from continuing operations by providing following services: a) Business consulting services including advisory services to various clients. b) Earning commissions from insurance companies on insurance policy sales and renewals, which are based on a percentage of the insurance products sold. Most of the Company´s business consultancy and advisory services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company generates initial and trail commissions by acting as a broker of third-party lump sum or single premium insurance policies and regular premium investment or insurance policies. Fees from clients for advisory and consulting services are dependent on the extent and value of the services provided. The Company recognizes revenue when the promised services are rendered to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company´s estimates of the total services to be provided under the engagement. Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognizes revenue earned to date by applying the input method. Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues, a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client pre-payments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. We receive consideration in the form of cash and/or securities. We measure securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. For the years ended December 31, 2019 and 2018, the Company had following concentrations of revenues from continuing operations: Customer Location December 31, 2019 December 31, 2018 DUO Sri Lanka 0 % 2.03 % GRL United Kingdom 0 % 30.42 % CT clients (see below) United Kingdom 100 % 67.55 % 100 % 100 % During the year ended December 31, 2019 and post-acquisition five months ended December 31, 2018, the Company had following concentrations of revenues regarding insurance brokerage business, which was 100% and 67.55% of the consolidated revenues of the Company, respectively: Year ended December 31, 2019 Five months ended December 31, 2018 Initial advisory fees 3.81 % 30.06 % Ongoing advisory fees 29.50 % 10.57 % Renewal commissions 5.80 % 17.57 % Trail or recurring commissions 60.28 % 39.85 % Other revenue 0.61 % 1.95 % 100 % 100 % At December 31, 2019 and 2018, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2019 December 31, 2018 OMI IRE 0 % 30.94 % CLI 26.68 % 16.62 % OMW 25.24 % 16.55 % Others having a concentration of less than 10% 48.08 % 35.89 % 100 % 100 % |
Share-based Payments | Share-based payments Under ASC 718 “Compensation – Stock Compensation”, the Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. On January 1, 2019, the Company adopted ASU 2018-07 “Compensation – Stock Compensation” whereby share based payment awards issued to non-employees will be treated the same as for employees. The guidance has been applied using the modified prospective method which may result in a cumulative effect adjustment to retained earnings on the adoption date. The adoption of ASU 2018-07 did not result in a cumulative effect adjustment. Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. When computing fair value, the Company considered the following variables: ● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share-based payment in effect at the time of the grant. ● The expected term is developed by management estimate. ● The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. ● The expected volatility is based on management estimates which are based upon our historical volatility. ● The forfeiture rate is based on historical experience. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. On November 15, 2010, the date of the reverse recapitalization, the Company became subject to U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018 and is permanent. The Act has caused the Company’s deferred income taxes to be revalued as of December 31, 2017. As changes in tax laws are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2019 and 2018, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties related to unrecognized tax benefits in income tax expense. There were no penalties or interest related to income tax positions for the years ended December 31, 2019 and 2018. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2017, 2018 and 2019 tax years. The Company’s two subsidiaries, Global Equity Partners Plc. (sold and ceased to be a subsidiary on June 5, 2017) and GEP Equity Holdings Limited, were incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is only subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that does not do business in Seychelles, is not subject to income tax there. None of these two subsidiaries did business in Seychelles for the years ended December 31, 2019 and 2018, and do not intend to do business in Seychelles in the future. Accordingly, the Company is not subject to income tax in Seychelles for the years ended December 31, 2019 and 2018. All business activities were performed by GEP Equity Holdings Limited in Dubai for the years ended December 31, 2019 and 2018. Dubai does not have an income tax. Regarding UK subsidiaries, Argentum 47 Financial Management Limited, was incorporated under the laws of England and Wales on December 12, 2017. There was no business transacted from this subsidiary during the year ended December 31, 2019 and 2018 as it is just a holding company for UK subsidiaries, hence there is no income tax impact during the year ended December 31, 2019 and 2018. Cheshire Trafford UK Limited was acquired, through Argentum 47 Financial Management Limited, on August 1, 2018 and is subject to the laws of the United Kingdom. Under the Corporation Tax Act, 2010 as applicable in the United Kingdom, income tax is to be calculated based on 19% of the taxable income. |
Earnings Per Share | Earnings per Share The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As at December 31, 2019 and 2018, the Company had common stock equivalents of 363,755,756 and 94,401,975 common shares, respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 9(E and F). As at December 31, 2019 and 2018, the Company had common stock equivalents of 770,000,000 common shares, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 10(A). Number of Common Shares December 31, 2019 December 31, 2018 Potential dilutive common stock Convertible notes 363,755,756 94,401,975 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 320,000,000 Total potential dilutive common stock 1,133,755,756 864,401,475 Weighted average number of common shares – Basic 573,178,505 525,534,409 Weighted average number of common shares – Dilutive 1,706,934,261 1,389,936,384 As of December 31, 2019 and 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock could not be any earlier than September 27, 2020. |
Comprehensive Income / (Loss) | Comprehensive Income / (Loss) The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through December 31, 2019, includes only foreign currency translation gain / (loss), and is presented in the Company’s consolidated statements of comprehensive income / (loss). Pursuant to ASU 2016-01, the Company reclassified the opening balance of unrealized gain on available for sale marketable securities from other comprehensive income to retained earnings as a cumulative effect adjustment as at January 1, 2018. Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2018 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive loss before reclassification 13,472 - 13,472 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive loss 13,472 (1,181,675 ) (1,168,203 ) Balance, December 31, 2018 $ 13,592 $ - $ 13,592 Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2019 were as follows: Balance, December 31, 2018 $ 13,592 Foreign currency translation adjustment for the period (19,140 ) Balance, December 31, 2019 $ (5,548 ) |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties, loans payable to related parties and notes payable, approximate fair value are based on the short-term nature of these instruments. The Company measures its derivative liabilities and marketable securities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2019 and 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2019 December 31, 2018 Level 1 – Marketable Securities – Recurring $ 204,239 $ - Level 2 – Marketable Securities – Recurring $ - $ 1,458,848 Management analyzed the historical volume and the variation in the price that the marketable securities were bought and sold at during the year 2018 and 2019 and has concluded that the level 2 and level 1 valuation respectively, regarding the fair value of the marketable securities should be $0.25 per share as at December 31, 2018 and $0.035 per share as at December 31, 2019. Marketable Securities Changes in Level 1 or Level 2 marketable securities measured at fair value for the years ended December 31, 2019 and 2018 were as follows: Balance, December 31, 2017 $ 2,029,340 Securities transferred from long term investments valued at cost 136 Sales and settlements during the year (69,294 ) Loss on available for sale marketable securities, net (501,334 ) Balance, December 31, 2018 $ 1,458,848 Sales and settlements during the period - Loss on available for sale marketable securities, net (1,254,609 ) Balance, December 31, 2019 $ 204,239 Non-Marketable Securities at Fair Value on a Non-Recurring Basis Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors, which may be indicative of an “other-than-temporary impairment”, such as: ● the length of time and extent to which market value has been less than cost; ● the financial condition and near-term prospects of the issuer; and ● the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal. Balance, December 31, 2017 $ 136 Securities received for services during the period - Securities transferred to marketable securities (136 ) Impairment loss - Balance, December 31, 2018 - Securities received for services during the period - Impairment loss - Balance, December 31, 2019 $ - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from Major Customers | All revenues are generated from clients whose operations are based outside of the United States. For the years ended December 31, 2019 and 2018, the Company had following concentrations of revenues from continuing operations: Customer Location December 31, 2019 December 31, 2018 DUO Sri Lanka 0 % 2.03 % GRL United Kingdom 0 % 30.42 % CT clients (see below) United Kingdom 100 % 67.55 % 100 % 100 % |
Schedule of Concentrations of Revenues | During the year ended December 31, 2019 and post-acquisition five months ended December 31, 2018, the Company had following concentrations of revenues regarding insurance brokerage business, which was 100% and 67.55% of the consolidated revenues of the Company, respectively: Year ended December 31, 2019 Five months ended December 31, 2018 Initial advisory fees 3.81 % 30.06 % Ongoing advisory fees 29.50 % 10.57 % Renewal commissions 5.80 % 17.57 % Trail or recurring commissions 60.28 % 39.85 % Other revenue 0.61 % 1.95 % 100 % 100 % |
Schedule of Accounts Receivables with Major Customers | At December 31, 2019 and 2018, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2019 December 31, 2018 OMI IRE 0 % 30.94 % CLI 26.68 % 16.62 % OMW 25.24 % 16.55 % Others having a concentration of less than 10% 48.08 % 35.89 % 100 % 100 % |
Schedule of Potential Dilutive Common Stock | As at December 31, 2019 and 2018, the Company had common stock equivalents of 770,000,000 common shares, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 10(A). Number of Common Shares December 31, 2019 December 31, 2018 Potential dilutive common stock Convertible notes 363,755,756 94,401,975 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 320,000,000 Total potential dilutive common stock 1,133,755,756 864,401,475 Weighted average number of common shares – Basic 573,178,505 525,534,409 Weighted average number of common shares – Dilutive 1,706,934,261 1,389,936,384 |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2018 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive loss before reclassification 13,472 - 13,472 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive loss 13,472 (1,181,675 ) (1,168,203 ) Balance, December 31, 2018 $ 13,592 $ - $ 13,592 Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2019 were as follows: Balance, December 31, 2018 $ 13,592 Foreign currency translation adjustment for the period (19,140 ) Balance, December 31, 2019 $ (5,548 ) |
Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis | The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2019 and 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2019 December 31, 2018 Level 1 – Marketable Securities – Recurring $ 204,239 $ - Level 2 – Marketable Securities – Recurring $ - $ 1,458,848 |
Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value | Changes in Level 1 or Level 2 marketable securities measured at fair value for the years ended December 31, 2019 and 2018 were as follows: Balance, December 31, 2017 $ 2,029,340 Securities transferred from long term investments valued at cost 136 Sales and settlements during the year (69,294 ) Loss on available for sale marketable securities, net (501,334 ) Balance, December 31, 2018 $ 1,458,848 Sales and settlements during the period - Loss on available for sale marketable securities, net (1,254,609 ) Balance, December 31, 2019 $ 204,239 |
Schedule of Changes in Level 3 Assets Measured at Fair Value | Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal. Balance, December 31, 2017 $ 136 Securities received for services during the period - Securities transferred to marketable securities (136 ) Impairment loss - Balance, December 31, 2018 - Securities received for services during the period - Impairment loss - Balance, December 31, 2019 $ - |
Acquisition of Cheshire Traff_2
Acquisition of Cheshire Trafford (U.K.) Limited (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Purchase Consideration | Total fair value of the purchase consideration is as follows: Fair Value Cash payment $ 175,710 Fair value of contingent consideration 284,298 Total Fair Value of Purchase Consideration $ 460,008 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | Below table depicts the allocation of fair value of the purchase consideration to the fair value of the net assets of Cheshire Trafford at the acquisition date: Assets acquired Fair Value Cash $ 4,743 Accounts receivable – net 6,555 Intangibles – customer list 342,194 Goodwill 142,924 Property and equipment, net 614 497,030 Liabilities assumed Accounts payable and accrued liabilities 4,012 Due to director of Cheshire Trafford 33,010 (37,022 ) Purchase consideration allocated $ 460,008 |
Schedule of Intangible Assets Net Book Value | Estimated life of intangibles 15 years Fair value of customer list intangible asset at date of acquisition $ 485,118 Fair value adjustment at December 31, 2018 (142,924 ) Adjusted fair value of customer list intangible asset at December 31, 2018 $ 342,194 Amortization charge for 5 months ended December 31, 2018 (9,505 ) Net Book Value at December 31, 2018 $ 332,689 Amortization charge for the period (22,813 ) Net Book Value at December 31, 2019 $ 309,876 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Major classes of assets and liabilities from discontinued operations as at December 31, 2019 and December 31, 2018 were as follows: Assets December 31, 2019 December 31, 2018 Cash $ - $ 10,219 Prepaids - 1,974 Other current assets - 4,732 Total Assets $ - $ 16,925 Liabilities Accounts payable and accrued liabilities $ - $ 79,534 Accounts payable and accrued liabilities - related parties - 5,648 Total Liabilities $ - $ 85,182 Statement of Operations from discontinued operations for the years ended December 31, 2019 and 2018 was as follows: December 31, 2019 December 31, 2018 Revenue $ - $ 45,334 General and administrative expenses $ 9,452 $ 57,361 Compensation expense 22,743 114,046 Professional services 2,382 1,361 Depreciation 77 454 Loss from discontinued operations $ (34,654 ) $ (127,888 ) Other income (expenses) Loss due to fixed assets write off $ (164 ) $ - Gain on extinguishment of debt and other liabilities - 19,317 Exchange rate loss (187 ) (1,097 ) Total other (expenses) / income $ (351 ) $ 18,220 Net loss from discontinued operations $ (35,005 ) $ (109,668 ) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Equity Securities in Private Companies | Following is the summary of Company’s investment in marketable securities at fair value as at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value DUO 5,835,392 $ 204,239 5,835,392 $ 1,458,848 5,835,392 $ 204,239 5,835,392 $ 1,458,848 The Company, through its subsidiary, GEP Equity Holdings Limited, holds the following common equity securities in private and reporting companies as at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 5,006,521 $ - 5,006,521 $ - Private Company QFS - - 2,271 - Private Company 5,006,521 $ - 5,008,792 $ - The Company, through its subsidiary, GEP Equity Holdings Limited, holds the following preferred equity securities in private and reporting companies as at December 31, 2019 and 2018: December 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 450,000 $ - 450,000 $ - Private Company 450,000 $ - 450,000 $ - |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Net Book Value of Fixed Assets | Following table reflects net book value of furniture and equipment as of December 31, 2019 and 2018: Furniture and Equipment Useful Life 3 to 10 years Cost Balance as at December 31, 2018 $ 82,010 Addition during the period 1,284 Cost write off – discontinued operations (38,348 ) Translation rate differences 1,501 Balance as at December 31, 2019 $ 46,447 Accumulated depreciation Balance as at December 31, 2018 $ 76,830 Depreciation expense for the period – continuing operations 2,586 Depreciation expense for the period - discontinued operations 77 Accumulated depreciation write off – discontinued operations (38,185 ) Translation rate differences 1,467 Balance as at December 31, 2019 $ 42,775 Net book value as at December 31, 2019 $ 3,672 Net book value as at December 31, 2018 $ 5,180 |
Debt, Accounts Payable and Ac_2
Debt, Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Accounts Payable and Other Accrued Liabilities | The following table represents breakdown of accounts payable and other accrued liabilities as of December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Accrued salaries and benefits $ 61,452 $ 12,794 Accounts payable and other accrued liabilities 68,127 56,941 $ 129,579 $ 69,735 |
Schedule of Accounts Payable and Accrued Liabilities to Related Parties | The following table represents the accounts payable and accrued expenses to related parties as of December 31, 2019 and 2018, respectively: December 31, 2019 December 31, 2018 Accrued salaries and benefits $ 382,165 $ 156,175 Expenses payable 76,353 8,393 $ 458,518 $ 164,568 |
Schedule of Loans Payable Related Parties | The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity during the years ended December 31, 2019 and 2018: Balance, December 31, 2017 $ - Proceeds from loans 12,663 Repayments (12,663 ) Balance, December 31, 2018 $ - Proceeds from loans 109,178 Repayments (109,178 ) Balance, December 31, 2019 $ - |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 55,029 $ 315,613 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2019: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 8,058 268,642 Balance – December 31, 2019 $ 260,584 $ 46,029 $ 306,613 |
Fixed Price Convertible Note Payable [Member] | |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all fixed price convertible notes, net of debt discounts including the accrued interest as at December 31, 2018: Date of Note Principal Discount Principal, net of discounts Accrued Interest Total June 5, 2017 - Mammoth Corp. $ - $ - $ - $ - $ - August 9, 2017 - Mammoth Corp. - - - - - November 15, 2017 – Power up Lending - - - - - January 17, 2018 - Xantis PE Fund 400,000 1,500 398,500 23,277 421,777 January 23, 2018 - William Marshal Plc. 100,000 - 100,000 5,819 105,819 June 8, 2018 - Xantis AION Sec Fund 735,000 50,824 684,176 25,010 709,186 October 10, 2018 - Xantis AION Sec Fund 653,040 78,099 574,941 3,328 578,269 Balance, December 31, 2018 $ 1,888,040 $ 130,423 $ 1,757,617 $ 57,434 $ 1,815,051 Following is the summary of all fixed price convertible notes, net of debt discounts including the accrued interest as at December 31, 2019: Date of Note Principal Discount Principal, net of discounts Accrued Interest Total January 17, 2018 - Xantis PE Fund $ - $ - $ - $ - $ - January 23, 2018 - William Marshal Plc. - - - - - June 8, 2018 - Xantis AION Sec Fund - - - - - Balance, December 31, 2019 $ - $ - $ - $ - $ - |
Long Term Convertible Notes Payable [Member] | |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all long-term convertible notes, net of debt discounts including the accrued interest as at December 31, 2019: Date of Note Principal Discount Principal, net of discounts Accrued Interest Total October 10, 2018 - Xantis AION Sec Fund $ 653,040 $ - $ 653,040 $ 48,092 $ 701,132 December 18, 2018 - Aegeus Sec Fund 329,100 - 329,100 649 329,749 Balance, December 31, 2019 $ 982,140 $ - $ 982,140 $ 48,742 $ 1,030,882 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 21% in 2018 and 2019 as follows: 2019 2018 Income Tax (benefit) provision at statutory rate: $ (392,694 ) $ (338,309 ) Increase (decrease) in income tax due to: Non-Taxable foreign earnings / losses 86,900 208,797 Amortization of debt discount 27,389 25,306 Unrealized loss on marketable securities 263,468 107,248 Other - (3,042 ) Change in valuation allowance 14,937 - Total $ - $ - |
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are comprised of the following: 2019 2018 Deferred tax assets (liabilities), current $ - $ - Deferred tax assets (liabilities), non-current Net operating loss carry-forward $ 14,937 $ - Valuation allowance (14,937 ) - $ - $ - Net deferred tax assets (liabilities) $ - $ - Non-current assets (liabilities) $ - $ - $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Right-of-use Leased Assets | At December 31, 2019, the right-of-use leased asset (ROU) is summarized as follows: December 31, 2019 Office lease right-of-use asset $ 79,129 Less: Accumulated amortization (3,343 ) Balance of ROU asset as at December 31, 2019 $ 75,786 |
Schedule of Operating Lease Liability | At December 31, 2019, operating lease liability is summarized as follows: December 31, 2019 Lease liability related to office lease right-of-use asset $ 79,129 Less: Lease reduction (3,343 ) Less: Current portion of operating lease liability (13,374 ) Long term operating lease liability as at December 31, 2019 $ 62,412 |
Schedule of Future Minimum Lease Payments | The following is a schedule, by years, of the future minimum lease payments as of December 31, 2019 required under the non-cancelable operating lease: Year ended December 31, Operating Lease 2020 $ 15,921 2021 15,921 2022 15,921 2023 15,921 2024 15,921 Thereafter 10,614 Total minimum lease payments $ 90,219 Less: Discount to fair value (14,433 ) Total Operating Lease Liability at December 31, 2019 $ 75,786 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information with respect to these reportable business segments for the years ended December 31, 2019 and 2018 was as follows: For the year ended December 31, 2019 2018 Revenues: Consultancy $ - $ 32,000 Insurance brokerage 112,080 66,613 $ 112,080 $ 98,613 Depreciation and amortization: Consultancy $ 2,586 $ 1,756 Insurance brokerage 22,813 9,577 $ 25,399 $ 11,333 Net loss from continuing operations: Consultancy $ (1,798,480 ) $ (1,480,589 ) Insurance brokerage (36,488 ) (30,242 ) $ (1,834,968 ) $ (1,510,831 ) December 31, 2019 December 31, 2018 Identifiable long-lived tangible assets at December 31, 2019 and 2018 by segment: Consultancy $ 2,734 $ 4,654 Insurance brokerage 938 526 $ 3,672 $ 5,180 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | Jun. 05, 2017 | Aug. 02, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Percentage of sold issued and outstanding common stock | 100.00% | |
Acquired of ordinary shares percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (1,869,973) | $ (1,620,499) | |
Net cash used in operating activities | (346,645) | (960,917) | |
Working capital deficit | 581,086 | ||
Stockholders deficit | (1,157,840) | (577,827) | $ 709,200 |
Accumulated deficit | $ (13,223,188) | $ (11,353,215) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 02, 2018 | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Change in fair value of acquisition payable | $ (11,206) | $ (7,561) | |||
Cash equivalents | |||||
Cash federally insured limits | 250,000 | ||||
Allowance for doubtful debts | |||||
Direct write off amount | 30,000 | ||||
Amounts reclassified from accumulated other comprehensive income | 1,181,675 | ||||
Impairment charges | |||||
Percentage of revenue from major customers | 67.55% | 100.00% | 100.00% | ||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 21.00% | 21.00% | |||
Income tax reconciliation description | The Tax Cuts and Jobs Act (the "Act"), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. | The Company may be subject to examination by the Internal Revenue Service ("IRS") and state taxing authorities for the 2017, 2018 and 2019 tax years. | |||
Income tax related to penalties and interest expense | |||||
Common stock equivalents | 1,133,755,756 | 864,401,475 | |||
Fair value of the marketable securities | $ 0.25 | $ 0.035 | $ 0.25 | ||
Common Stock [Member] | |||||
Conversion of stock shares converted | 777,000,000 | 777,000,000 | |||
Convertible Notes [Member] | |||||
Common stock equivalents | 363,755,756 | 94,401,975 | |||
Convertible Preferred Stock [Member] | |||||
Common stock equivalents | 770,000,000 | 770,000,000 | |||
One Financial Institutions [Member] | |||||
Cash federally insured limits | $ 0 | $ 73,480 | $ 0 | ||
GEP Equity Holdings Limited [Member] | |||||
Percentage of equity ownership interest | 100.00% | ||||
Argentum 47 Financial Management Limited [Member] | |||||
Percentage of equity ownership interest | 100.00% | ||||
GE Professionals DMCC [Member] | |||||
Percentage of equity ownership interest | 100.00% | ||||
Cheshire Trafford U.K. Limited [Member] | |||||
Percentage of equity ownership interest | 100.00% | ||||
Percentage of foreign taxable income | 19.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from Major Customers (Details) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Percentage of revenue from major customers | 67.55% | 100.00% | 100.00% |
Customer DUO [Member] | SRI LANKA | |||
Percentage of revenue from major customers | 0.00% | 2.03% | |
Customer GRL [Member] | UNITED KINGDOM [Member] | |||
Percentage of revenue from major customers | 0.00% | 30.42% | |
Customer CT Clients [Member] | UNITED KINGDOM [Member] | |||
Percentage of revenue from major customers | 100.00% | 67.55% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Concentrations of Revenues (Details) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentrations of Revenues | 67.55% | 100.00% | 100.00% |
Initial Advisory Fees [Member] | |||
Concentrations of Revenues | 3.81% | 30.06% | |
Ongoing Advisory Fees [Member] | |||
Concentrations of Revenues | 29.50% | 10.57% | |
Renewal Commissions [Member] | |||
Concentrations of Revenues | 5.80% | 17.57% | |
Trail or Recurring Commissions [Member] | |||
Concentrations of Revenues | 60.28% | 39.85% | |
Other Revenue [Member] | |||
Concentrations of Revenues | 0.61% | 1.95% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Accounts Receivables with Major Customers (Details) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Percentage of account receivables from major customers | 67.55% | 100.00% | 100.00% |
Accounts Receivable [Member] | |||
Percentage of account receivables from major customers | 100.00% | 100.00% | |
Accounts Receivable [Member] | Customer OMIIRE [Member] | |||
Percentage of account receivables from major customers | 0.00% | 30.94% | |
Accounts Receivable [Member] | Customer CLI [Member] | |||
Percentage of account receivables from major customers | 26.68% | 16.62% | |
Accounts Receivable [Member] | Customer OMW [Member] | |||
Percentage of account receivables from major customers | 25.24% | 16.55% | |
Accounts Receivable [Member] | Customer Others [Member] | |||
Percentage of account receivables from major customers | 48.08% | 35.89% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Accounts Receivables with Major Customers (Details) (Parenthetical) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Percentage of account receivables from major customers | 67.55% | 100.00% | 100.00% |
Minimum [Member] | |||
Percentage of account receivables from major customers | 10.00% | 10.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Potential Dilutive Common Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total potential dilutive common stock | 1,133,755,756 | 864,401,475 |
Weighted average number of common shares - Basic | 573,178,505 | 525,534,409 |
Weighted average number of common shares - Dilutive | 1,706,934,261 | 1,389,936,384 |
Series "B" Preferred Stock [Member] | ||
Total potential dilutive common stock | 450,000,000 | 450,000,000 |
Series "C" Preferred Stock [Member] | ||
Total potential dilutive common stock | 320,000,000 | 320,000,000 |
Convertible Notes [Member] | ||
Total potential dilutive common stock | 363,755,756 | 94,401,975 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Changes in Accumulated Other Comprehensive Income (loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated other comprehensive income (loss) beginning balance | $ 13,592 | $ 1,181,795 |
Other comprehensive loss before reclassification | 13,472 | |
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | (1,181,675) | |
Net current-period other comprehensive loss | (1,168,203) | |
Foreign currency translation adjustment for the period | (19,140) | 13,472 |
Accumulated other comprehensive income (loss) ending balance | (5,548) | 13,592 |
Foreign Currency Translation Adjustment [Member] | ||
Accumulated other comprehensive income (loss) beginning balance | 13,592 | 120 |
Other comprehensive loss before reclassification | 13,472 | |
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | ||
Net current-period other comprehensive loss | 13,472 | |
Accumulated other comprehensive income (loss) ending balance | 13,592 | |
Unrealized Gain on Available for Sale Marketable Securities [Member] | ||
Accumulated other comprehensive income (loss) beginning balance | 1,181,675 | |
Other comprehensive loss before reclassification | ||
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | (1,181,675) | |
Net current-period other comprehensive loss | (1,181,675) | |
Accumulated other comprehensive income (loss) ending balance |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Level 1 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring | $ 204,239 | |
Level 2 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring | $ 1,458,848 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Loss on available for sale marketable securities, net | $ (1,084,168) | $ (501,334) |
Level 1 - Marketable Securities - Recurring [Member] | ||
Balance, beginning | 1,458,848 | 2,029,340 |
Securities transferred from long term investments valued at cost | 136 | |
Sales and settlements during the year | (69,294) | |
Loss on available for sale marketable securities, net | (1,254,609) | (501,334) |
Balance, ending | $ 204,239 | $ 1,458,848 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Changes in Level 3 Assets Measured at Fair Value (Details) - Level 3 - Non-Marketable Securities - Non-Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance, beginning | $ 136 | |
Securities received for services during the period | ||
Securities transferred to marketable securities | (136) | |
Impairment loss | ||
Balance, ending |
Acquisition of Cheshire Traff_3
Acquisition of Cheshire Trafford (U.K.) Limited (Details Narrative) | Aug. 02, 2018GBP (£) | Jul. 31, 2019GBP (£) | May 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Business acquired, percentage | 100.00% | ||||
Intangible assets | $ 342,194 | ||||
Goodwill | $ 142,924 | $ 142,924 | |||
Estimated life of intangible assets | 15 years | ||||
Gain on revaluation of payable for acquisition | $ 67,897 | ||||
Customer Lists [Member] | |||||
Intangible assets | 485,118 | $ 342,194 | |||
Acquisition of Cheshire Trafford U.K. Limited [Member] | |||||
Recurring income, percentage | 95.00% | ||||
Acquisition of Cheshire Trafford U.K. Limited [Member] | GBP [Member] | |||||
Recurring income | £ | £ 144,185 | £ 144,185 | |||
First Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | |||||
Purchase consideration payable | 175,710 | ||||
Second Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | |||||
Purchase consideration payable | $ 170,542 | ||||
Acquisition due | 18 months | ||||
Third Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | |||||
Purchase consideration payable | $ 170,542 | ||||
Acquisition due | 36 months | ||||
Two Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | |||||
Purchase consideration payable | $ 341,084 | ||||
Discount rate | 6.00% | ||||
Fair value of contingent consideration | $ 284,298 | ||||
Acquisition of Cheshire Trafford U.K. Limited [Member] | |||||
Purchase consideration payable | $ 516,795 |
Acquisition of Cheshire Traff_4
Acquisition of Cheshire Trafford (U.K.) Limited - Schedule of Fair Value of Purchase Consideration (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Cash payment | $ 175,710 |
Fair value of contingent consideration | 284,298 |
Total Fair Value of Purchase Consideration | $ 460,008 |
Acquisition of Cheshire Traff_5
Acquisition of Cheshire Trafford (U.K.) Limited - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | ||
Cash | $ 4,743 | |
Accounts receivable - net | 6,555 | |
Intangibles - customer list | 342,194 | |
Goodwill | 142,924 | $ 142,924 |
Property and equipment, net | 614 | |
Assets acquired | 497,030 | |
Accounts payable and accrued liabilities | 4,012 | |
Due to director of Cheshire Trafford | 33,010 | |
Liabilities assumed | (37,022) | |
Purchase consideration allocated | $ 460,008 |
Acquisition of Cheshire Traff_6
Acquisition of Cheshire Trafford (U.K.) Limited - Schedule of Intangible Assets Net Book Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Estimated life of intangibles | 15 years | |
Fair value of customer list intangible asset at date of acquisition | $ 485,118 | |
Fair value adjustment | (142,924) | |
Adjusted fair value of customer list intangible asset | 342,194 | |
Net Book Value | $ 332,689 | |
Amortization charge for the period | (22,813) | (9,505) |
Net Book Value | $ 309,876 | $ 332,689 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash | $ 10,219 | |
Prepaids | 1,974 | |
Other current assets | 4,732 | |
Total Assets | 16,925 | |
Accounts payable and accrued liabilities | 79,534 | |
Accounts payable and accrued liabilities - related parties | 5,648 | |
Total Liabilities | 85,182 | |
Revenue | 45,334 | |
General and administrative expenses | 9,452 | 57,361 |
Compensation expense | 22,743 | 114,046 |
Professional services | 2,382 | 1,361 |
Depreciation | 77 | 454 |
Loss from discontinued operations | (34,654) | (127,888) |
Loss due to fixed assets write off | (164) | |
Gain on extinguishment of debt and other liabilities | 19,317 | |
Exchange rate loss | (187) | (1,097) |
Total other (expenses) / income | (351) | 18,220 |
Net loss from discontinued operations | $ (35,005) | $ (109,668) |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Dec. 04, 2019 | Jun. 28, 2018 | Jan. 12, 2018 | May 31, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Shares price per share | $ 0.035 | $ 0.25 | |||||
Common stock, dividend shares | 1,187,059 | ||||||
Stock split ratio | Stock split ratio of 4:5 | ||||||
Number of common stock revalued, shares | 5,835,392 | 5,835,392 | |||||
Common stock quoted market price per share | $ 0.035 | $ 0.25 | |||||
Number of common stock revalued, value | $ 204,239 | $ 1,458,848 | |||||
Net loss on available for sale marketable securities | 1,254,609 | $ 501,334 | |||||
Gain on sale of available for sale securities | $ 170,441 | ||||||
Duo World Inc., [Member] | |||||||
Number of shares issued to marketable securities | 136,600 | ||||||
Number of shares issued to marketable securities, value | $ 136 | ||||||
Shares price per share | $ 0.001 | ||||||
Common stock issued for conversion of preferred stock | 1,366,000 | ||||||
Number of common shares sold | 200 | 99,700 | |||||
Sale of stock price per share | $ 0.60 | ||||||
Sale of stock, value | $ 120 | $ 69,714 | |||||
Quartal Financial Solutions AG [Member] | |||||||
Sale of investment | $ 170,441 | ||||||
Marketable Securities [Member] | Duo World Inc., [Member] | |||||||
Number of shares issued to marketable securities | 136,600 | ||||||
Number of shares issued to marketable securities, value | $ 136 | ||||||
Shares price per share | $ 0.001 | ||||||
Common stock issued for conversion of preferred stock | 1,366,000 |
Investments - Schedule of Equit
Investments - Schedule of Equity Securities in Private Companies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Marketable Securities [Member] | ||
No. of Shares | 5,835,392 | 5,835,392 |
Book value | $ 204,239 | $ 1,458,848 |
Marketable Securities [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. (DUUO) | Duo World Inc |
No. of Shares | 5,835,392 | 5,835,392 |
Book value | $ 204,239 | $ 1,458,848 |
Common Equity Securities [Member] | ||
No. of Shares | 5,006,521 | 5,008,792 |
Book value | ||
Common Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 5,006,521 | 5,006,521 |
Book value | ||
Status | Private Company | Private Company |
Common Equity Securities [Member] | Quartal Financial Solutions AG [Member] | ||
Company | Quartal Financial Solutions AG | Quartal Financial Solutions AG |
No. of Shares | 2,271 | |
Book value | ||
Status | Private Company | Private Company |
Preferred Equity Securities [Member] | ||
No. of Shares | 450,000 | 450,000 |
Book value | ||
Preferred Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 450,000 | 450,000 |
Book value | ||
Status | Private Company | Private Company |
Fixed Assets - Schedule of Net
Fixed Assets - Schedule of Net Book Value of Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated depreciation, Depreciation expense for the period - continuing operations | $ 2,586 | $ 1,828 |
Accumulated depreciation, Depreciation expense for the period - discontinued operations | 77 | 454 |
Net book value | 3,672 | 5,180 |
Furniture and Equipment [Member] | ||
Cost, Beginning balance | 82,010 | |
Cost, Addition during the period | 1,284 | |
Cost, Cost write off - discontinued operations | (38,348) | |
Cost, Translation rate differences | 1,501 | |
Cost, Ending balance | 46,447 | 82,010 |
Accumulated depreciation, Beginning balance | 76,830 | |
Accumulated depreciation, Depreciation expense for the period - continuing operations | 2,586 | |
Accumulated depreciation, Depreciation expense for the period - discontinued operations | 77 | |
Accumulated depreciation, Accumulated depreciation write off - discontinued operations | (38,185) | |
Accumulated depreciation, Translation rate differences | 1,467 | |
Accumulated depreciation, Ending balance | $ 42,775 | $ 76,830 |
Furniture and Equipment [Member] | Minimum [Member] | ||
Useful Life | 3 years | |
Furniture and Equipment [Member] | Maximum [Member] | ||
Useful Life | 10 years |
Debt, Accounts Payable and Ac_3
Debt, Accounts Payable and Accrued Liabilities (Details Narrative) | Dec. 18, 2019USD ($) | Dec. 18, 2019GBP (£) | Jun. 09, 2019USD ($)$ / sharesshares | Jun. 05, 2019USD ($)$ / sharesshares | Jan. 24, 2019USD ($)$ / sharesshares | Jan. 14, 2019USD ($)$ / sharesshares | Oct. 10, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 05, 2018USD ($)$ / sharesshares | Jun. 05, 2018USD ($)$ / sharesshares | Jan. 23, 2018USD ($) | Jan. 17, 2018USD ($) | Dec. 04, 2017USD ($) | Nov. 15, 2017USD ($) | Aug. 09, 2017USD ($)$ / shares | Jun. 05, 2017USD ($)$ / shares | Dec. 06, 2016USD ($) | Dec. 23, 2014USD ($) | Oct. 17, 2013USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Sep. 30, 2018GBP (£) | Jun. 08, 2018USD ($) | Jun. 06, 2018USD ($)$ / shares | Jun. 06, 2018GBP (£) | Jan. 12, 2018USD ($)$ / shares | Jan. 12, 2018GBP (£) | Dec. 31, 2015USD ($) | Dec. 21, 2015USD ($) | Sep. 18, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 26, 2013USD ($)$ / shares | Oct. 17, 2013GBP (£) |
Preferred stock, par value | $ / shares | $ .001 | $ .001 | ||||||||||||||||||||||||||||||||
Shares price per share | $ / shares | $ 0.035 | $ 0.25 | ||||||||||||||||||||||||||||||||
Stock based compensation | $ 160,000 | |||||||||||||||||||||||||||||||||
Accrued interest | 94,771 | 112,463 | ||||||||||||||||||||||||||||||||
Debt final payment amount | 0 | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 2,500 | 224,046 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 130,422 | 120,505 | ||||||||||||||||||||||||||||||||
Repayment of debt | 399,087 | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||||
Interest expense | 649 | |||||||||||||||||||||||||||||||||
Promissory note | 329,100 | 1,642,501 | ||||||||||||||||||||||||||||||||
Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 35.00% | 35.00% | ||||||||||||||||||||||||||||||||
Debt principal amount | $ 64,487 | $ 19,775 | ||||||||||||||||||||||||||||||||
Installment as per the amended agreement | 325,012 | |||||||||||||||||||||||||||||||||
Minimum [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt principal amount | 184,250 | 56,500 | ||||||||||||||||||||||||||||||||
Maximum [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt principal amount | 248,737 | 76,275 | ||||||||||||||||||||||||||||||||
Xantis AION Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt | shares | 38,955,000 | 38,955,000 | 21,200,000 | |||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 779,100 | $ 779,100 | $ 424,000 | |||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||||
Repayment of principal amount | $ 735,000 | $ 400,000 | ||||||||||||||||||||||||||||||||
Repayment of accrued interest | $ 44,100 | $ 24,000 | ||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||
Convertible loan | $ 450,000 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 10.00% | 5.00% | |||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.5 | |||||||||||||||||||||||||||||||||
Accrued interest | 8,058 | 17,058 | $ 160,402 | $ 20,000 | $ 42,971 | |||||||||||||||||||||||||||||
Repayment of principal amount | $ 450,000 | |||||||||||||||||||||||||||||||||
Repayment of accrued interest | $ 5,000 | |||||||||||||||||||||||||||||||||
Secured loan | $ 319,598 | |||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 1,600,000 | |||||||||||||||||||||||||||||||||
Debt final payment amount | $ 286,642 | $ 500,000 | ||||||||||||||||||||||||||||||||
Loan monthly payment | $ 3,000 | |||||||||||||||||||||||||||||||||
Loans principal balance | $ 319,598 | |||||||||||||||||||||||||||||||||
Repayment of loan | 9,000 | 9,000 | ||||||||||||||||||||||||||||||||
Outstanding note balance | 260,584 | 260,584 | ||||||||||||||||||||||||||||||||
Notes Payable [Member] | GBP [Member] | ||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 200,000 | |||||||||||||||||||||||||||||||||
Debt final payment amount | £ | £ 220,000 | |||||||||||||||||||||||||||||||||
Non-Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Accrued interest | 37,971 | 37,971 | ||||||||||||||||||||||||||||||||
Interest payable | 46,029 | 55,029 | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 117.00% | |||||||||||||||||||||||||||||||||
Secured loan | $ 167,500 | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 16,750 | |||||||||||||||||||||||||||||||||
Debt principal amount | $ 1,045 | |||||||||||||||||||||||||||||||||
Repayment of debt | 53,000 | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 130,423 | |||||||||||||||||||||||||||||||||
Interest payable | 9,188 | 48,742 | 57,434 | |||||||||||||||||||||||||||||||
Full and final settlement for convertible note | 63,233 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||
Debt instrument term | 2 years 1 day | 2 years 1 day | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis Private Equity Fund [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||
Secured loan | 400,000 | $ 2,680,000 | ||||||||||||||||||||||||||||||||
Debt issuance costs | $ 36,000 | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 13, 2019 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | St.George Investments LLC [Member] | ||||||||||||||||||||||||||||||||||
Convertible loan | $ 184,250 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | |||||||||||||||||||||||||||||||||
Secured loan | $ 167,500 | |||||||||||||||||||||||||||||||||
Debt final payment amount | $ 16,750 | |||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0071 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | St.George Investments LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Increase in principal amount | $ 167,500 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Increase in principal amount | 184,250 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | William Marshal Plc [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||
Secured loan | $ 2,680,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | William Marshal Plc [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||
Secured loan | $ 100,000 | |||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 24, 2019 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||
Secured loan | $ 1,940,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||
Secured loan | $ 735,000 | |||||||||||||||||||||||||||||||||
Debt issuance costs | $ 110,887 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 11, 2019 | |||||||||||||||||||||||||||||||||
Promissory note | $ 653,040 | |||||||||||||||||||||||||||||||||
Paid cash commission | $ 98,651 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Aegeus Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 658,200 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Aegeus Securitization Fund [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 329,000 | |||||||||||||||||||||||||||||||||
Debt instrument term | 2 years 1 day | 2 years 1 day | ||||||||||||||||||||||||||||||||
Convertible Notes [Member] | GBP [Member] | Xantis Private Equity Fund [Member] | ||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 2,000,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | GBP [Member] | William Marshal Plc [Member] | ||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 2,000,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | GBP [Member] | Xantis AION Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 1,700,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | GBP [Member] | Aegeus Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt, value | £ | £ 500,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | GBP [Member] | Aegeus Securitization Fund [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt, value | £ | £ 250,000 | |||||||||||||||||||||||||||||||||
Note One [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt final payment amount | $ 248,737 | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 64,487 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,889 | |||||||||||||||||||||||||||||||||
Note One [Member] | January 15, 2018 and Ending On June 15, 2018 [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||
Installment as per the amended agreement | 54,168 | |||||||||||||||||||||||||||||||||
Note Two [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt final payment amount | 248,737 | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 19,775 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,889 | |||||||||||||||||||||||||||||||||
One Installment [Member] | ||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||
Two Installment [Member] | ||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||
Three Installment [Member] | ||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||
Four Installment [Member] | ||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||
Five Installment [Member] | ||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||
Six Installment [Member] | ||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | |||||||||||||||||||||||||||||||||
Accrued interest | 24,000 | |||||||||||||||||||||||||||||||||
Secured loan | $ 53,000 | $ 56,500 | ||||||||||||||||||||||||||||||||
Outstanding note balance | 400,000 | |||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0045 | |||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 28,538 | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 3,000 | $ 6,500 | 1,500 | 2,899 | $ 3,611 | |||||||||||||||||||||||||||||
Repayment of debt | 76,275 | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||||
Debt instrument conversion price, percentage | 65.00% | |||||||||||||||||||||||||||||||||
Debt instrument discount, percentage | 35.00% | |||||||||||||||||||||||||||||||||
Debt issuance costs | 1,500 | 34,500 | ||||||||||||||||||||||||||||||||
Interest expense | 723 | 23,277 | ||||||||||||||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||
Accrued interest | 6,000 | |||||||||||||||||||||||||||||||||
Debt final payment amount | 100,000 | |||||||||||||||||||||||||||||||||
Interest expense | 181 | 5,819 | ||||||||||||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||||||||||||
Outstanding note balance | 735,000 | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 50,824 | |||||||||||||||||||||||||||||||||
Debt issuance costs | 60,064 | |||||||||||||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||||||||||||
Accrued interest | 44,100 | |||||||||||||||||||||||||||||||||
Loans principal balance | 0 | |||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||||
Debt issuance costs | 50,824 | |||||||||||||||||||||||||||||||||
Interest expense | 19,090 | 25,010 | ||||||||||||||||||||||||||||||||
Convertible Note Three [Member] | ||||||||||||||||||||||||||||||||||
Outstanding note balance | 653,040 | 653,040 | ||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 78,099 | ||||||||||||||||||||||||||||||||
Debt issuance costs | 78,099 | 20,552 | ||||||||||||||||||||||||||||||||
Interest expense | $ 44,764 | $ 3,328 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Convertible shares of common stock | shares | 777,000,000 | 777,000,000 | ||||||||||||||||||||||||||||||||
Officers and Directors [Member] | Series "C" Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Accrued salary | $ 160,000 | $ 160,000 | ||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 800,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||
Shares price per share | $ / shares | $ 0.004 | $ 0.004 | $ 0.004 | |||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 320,000 | |||||||||||||||||||||||||||||||||
Convertible shares of common stock | shares | 100 | |||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt | shares | 800,000 | 80,000,000 | ||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of debt, value | $ 160,000 | $ 320,000 | ||||||||||||||||||||||||||||||||
Stock based compensation | $ 160,000 | |||||||||||||||||||||||||||||||||
CEO [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 40,000,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.004 | $ 0.004 | ||||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 160,000 | |||||||||||||||||||||||||||||||||
Stock based compensation | 80,000 | |||||||||||||||||||||||||||||||||
CEO [Member] | Series "C" Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Accrued salary | $ 80,000 | $ 80,000 | ||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 400,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 400 | |||||||||||||||||||||||||||||||||
CFO [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 40,000,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.004 | $ 0.004 | ||||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 160,000 | |||||||||||||||||||||||||||||||||
Stock based compensation | 80,000 | |||||||||||||||||||||||||||||||||
CFO [Member] | Series "C" Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Accrued salary | $ 80,000 | $ 80,000 | ||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 400,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 400 | |||||||||||||||||||||||||||||||||
Lender [Member] | Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 38,955,000 | 21,200,000 | ||||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 779,100 | $ 424,000 | ||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 0 | |||||||||||||||||||||||||||||||||
Loans principal balance | 0 | |||||||||||||||||||||||||||||||||
Equity ownership percentage | 10.17% | |||||||||||||||||||||||||||||||||
William Marshal Plc [Member] | Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 5,300,000 | |||||||||||||||||||||||||||||||||
Value of shares issued for common stock | $ 106,000 | |||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||||||||||||||||
Loans principal balance | $ 0 |
Debt, Accounts Payable and Ac_4
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 61,452 | $ 12,794 |
Accounts payable and other accrued liabilities | 68,127 | 56,941 |
Total | $ 129,579 | $ 69,735 |
Debt, Accounts Payable and Ac_5
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities to Related Parties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 382,165 | $ 156,175 |
Expenses payable | 76,353 | 8,393 |
Accounts payable and accrued expenses - related parties | $ 458,518 | $ 164,568 |
Debt, Accounts Payable and Ac_6
Debt, Accounts Payable and Accrued Liabilities - Schedule of Loans Payable Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Balance, beginning | ||
Proceeds from loans | 109,178 | 12,663 |
Repayments | (109,178) | (12,663) |
Balance, ending |
Debt, Accounts Payable and Ac_7
Debt, Accounts Payable and Accrued Liabilities - Summary of Non-Convertible Notes Net of Discount and Accrued Interest (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 17, 2018 |
Discount | $ 0 | ||
Total payable | $ 260,584 | 260,584 | |
Non-convertible Notes November 26, 2013 JSP [Member] | |||
Principal | |||
Accrued Interest | 37,971 | 37,971 | |
Total payable | 37,971 | 37,971 | |
Non-convertible Notes September 30, 2018 EDEN [Member] | |||
Principal | 260,584 | 260,584 | |
Accrued Interest | 8,058 | 17,058 | |
Total payable | 268,642 | 277,642 | |
Non-Convertible Notes [Member] | |||
Principal | 260,584 | 260,584 | |
Accrued Interest | 46,029 | 55,029 | |
Total payable | 306,613 | 315,613 | |
Convertible Notes June 5, 2017 - Mammoth Corp. [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal, net of discount | |||
Total payable | |||
Convertible Notes August 9, 2017 - Mammoth Corp. [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal, net of discount | |||
Total payable | |||
Convertible Notes November 15, 2017 - Power up Lending [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal, net of discount | |||
Total payable | |||
Convertible Notes January 17, 2018 Xantis PE Fund [Member] | |||
Principal | 400,000 | ||
Accrued Interest | 23,277 | ||
Discount | 1,500 | ||
Principal, net of discount | 398,500 | ||
Total payable | 421,777 | ||
Convertible Notes January 23, 2018 William Marshal Plc [Member] | |||
Principal | 100,000 | ||
Accrued Interest | 5,819 | ||
Discount | |||
Principal, net of discount | 100,000 | ||
Total payable | 105,819 | ||
Convertible Notes June 8, 2018 Xantis AION Sec Fund [Member] | |||
Principal | 735,000 | ||
Accrued Interest | 25,010 | ||
Discount | 50,824 | ||
Principal, net of discount | 684,176 | ||
Total payable | 709,186 | ||
Convertible Note October 10, 2018 - Xantis AION Sec Fund [Member] | |||
Principal | 653,040 | 653,040 | |
Accrued Interest | 48,092 | 3,328 | |
Discount | 78,099 | ||
Principal, net of discount | 653,040 | 574,941 | |
Total payable | 701,132 | 578,269 | |
Convertible Notes [Member] | |||
Principal | 982,140 | 1,888,040 | |
Accrued Interest | 48,742 | 57,434 | $ 9,188 |
Discount | 130,423 | ||
Principal, net of discount | 982,140 | 1,757,617 | |
Total payable | 1,030,882 | $ 1,815,051 | |
Convertible Note December 18, 2018 - Aegeus Sec Fund [Member] | |||
Principal | 329,100 | ||
Accrued Interest | 649 | ||
Discount | |||
Principal, net of discount | 329,100 | ||
Total payable | $ 329,749 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Mar. 19, 2020 | Jun. 09, 2019 | Jun. 05, 2019 | Jan. 24, 2019 | Jan. 14, 2019 | Jun. 05, 2018 | Jun. 05, 2018 | Sep. 26, 2017 | Sep. 18, 2017 | Nov. 11, 2016 | Nov. 10, 2016 | May 19, 2015 | Nov. 30, 2011 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 15, 2015 |
Number of preferred stock designated | 50,000,000 | 50,000,000 | ||||||||||||||
Preferred stock, par value | $ .001 | $ .001 | ||||||||||||||
Shares price per share | $ 0.035 | $ 0.25 | ||||||||||||||
Preferred stock, shares issued | ||||||||||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares issued | 590,989,409 | 525,534,409 | ||||||||||||||
Common stock, shares outstanding | 590,989,409 | 525,534,409 | ||||||||||||||
Xantis Private Equity [Member] | ||||||||||||||||
Common stock shares issued for conversion of debt | 21,200,000 | |||||||||||||||
Common stock shares issued for conversion of debt, value | $ 424,000 | |||||||||||||||
Debt conversion price per share | $ 0.02 | |||||||||||||||
William Marshall Plc [Member] | ||||||||||||||||
Common stock shares issued for conversion of debt | 5,300,000 | |||||||||||||||
Common stock shares issued for conversion of debt, value | $ 106,000 | |||||||||||||||
Debt conversion price per share | $ 0.02 | |||||||||||||||
Xantis AION Securitization Fund [Member] | ||||||||||||||||
Common stock shares issued for conversion of debt | 38,955,000 | 38,955,000 | 21,200,000 | |||||||||||||
Common stock shares issued for conversion of debt, value | $ 779,100 | $ 779,100 | $ 424,000 | |||||||||||||
Debt conversion price per share | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||
Three Convertible Notes [Member] | ||||||||||||||||
Common stock shares issued for conversion of debt | 65,455,000 | |||||||||||||||
Officers and Directors [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||||||
Officers and Directors One [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||
Officers and Directors Two [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 50,000,000 | |||||||||||||||
Officers and Directors Three [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||
Convertible Series A Preferred Stock [Member] | ||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||
Preferred stock voting rights | 10 votes per share | |||||||||||||||
Convertible shares of common stock | 10 | |||||||||||||||
Convertible Series A Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||
Preferred stock redemption and returned shares | 1,983,332 | |||||||||||||||
Series "A" Preferred Stock [Member] | ||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||
Convertible Series B Preferred Stock [Member] | ||||||||||||||||
Number of preferred stock designated | 45,000,000 | 45,000,000 | 45,000,000 | |||||||||||||
Preferred stock voting rights | 10 votes per share | |||||||||||||||
Convertible shares of common stock | 10 | |||||||||||||||
Preferred stock, par value | ||||||||||||||||
Preferred stock, shares issued | 45,000,000 | 45,000,000 | ||||||||||||||
Series "B" Preferred Stock [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 45,000,000 | |||||||||||||||
Series "B" Preferred Stock [Member] | Officers and Directors One [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 20,000,000 | |||||||||||||||
Series "B" Preferred Stock [Member] | Officers and Directors Two [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 5,000,000 | |||||||||||||||
Series "B" Preferred Stock [Member] | Officers and Directors Three [Member] | ||||||||||||||||
Stock repurchased and retired during period, shares | 20,000,000 | |||||||||||||||
Convertible Series C Preferred Stock [Member] | ||||||||||||||||
Number of preferred stock designated | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock voting rights | 100 votes per share | |||||||||||||||
Convertible shares of common stock | 100 | |||||||||||||||
Preferred stock, par value | ||||||||||||||||
Preferred stock, shares issued | 3,200,000 | 3,200,000 | ||||||||||||||
Convertible Series C Preferred Stock [Member] | Officers and Directors [Member] | ||||||||||||||||
Accrued salary | $ 160,000 | $ 160,000 | $ 240,000 | |||||||||||||
Number of shares issued during period | 800,000 | 2,400,000 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Shares price per share | $ 0.004 | $ 0.004 | $ 0.0028 | |||||||||||||
Value of shares issued for common stock | $ 320,000 | $ 672,000 | ||||||||||||||
Series "C" Preferred Stock [Member] | Officers and Directors [Member] | ||||||||||||||||
Convertible shares of common stock | 100 | |||||||||||||||
Accrued salary | $ 160,000 | $ 160,000 | ||||||||||||||
Number of shares issued during period | 800,000 | |||||||||||||||
Preferred stock, par value | 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Shares price per share | $ 0.004 | $ 0.004 | $ 0.004 | |||||||||||||
Value of shares issued for common stock | $ 320,000 | |||||||||||||||
Common stock shares issued for conversion of debt | 800,000 | 80,000,000 | ||||||||||||||
Common stock shares issued for conversion of debt, value | $ 160,000 | $ 320,000 | ||||||||||||||
Series "C" Preferred Stock [Member] | Nicholas Paul Tuke [Member] | Subsequent Event [Member] | February 1, 2020 Employment Agreement [Member] | ||||||||||||||||
Number of shares issued during period | 100,000 | |||||||||||||||
Preferred stock, shares issued | 100,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Total revenues | $ 112,080 | $ 98,613 |
Pension Plan (Details Narrative
Pension Plan (Details Narrative) - USD ($) | 5 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Pension Plan | ||
Pension contribution | $ 2,069 | $ 2,776 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 09, 2019 | Jun. 05, 2019 | Jan. 14, 2019 | Jun. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 | ||||
Stock price per share | $ 0.035 | $ 0.25 | ||||
Xantis AION Securitization Fund [Member] | ||||||
Common stock shares issued for conversion of debt, value | $ 779,100 | $ 779,100 | $ 424,000 | |||
Common stock shares issued for conversion of debt | 38,955,000 | 38,955,000 | 21,200,000 | |||
Common stock shares issued for conversion of debt price per share | $ 0.02 | $ 0.02 | $ 0.02 | |||
Debt instrument principal amount | $ 735,000 | $ 400,000 | ||||
Debt instrument accrued interest | $ 44,100 | $ 24,000 | ||||
Officers and Directors [Member] | Series "C" Preferred Stock [Member] | ||||||
Common stock shares issued for conversion of debt, value | $ 160,000 | $ 320,000 | ||||
Common stock shares issued for conversion of debt | 800,000 | 80,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Stock price per share | $ 0.004 | $ 0.004 | ||||
Proceeds from issuance of preferred stock | $ 320,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Income tax provision rate | 21.00% | 21.00% | |
Income tax valuation allowance | $ (14,937) | ||
Expiration date | Expire through 2039 | ||
Income tax examination years | The Tax Cuts and Jobs Act (the "Act"), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. | The Company may be subject to examination by the Internal Revenue Service ("IRS") and state taxing authorities for the 2017, 2018 and 2019 tax years. | |
US [Member] | |||
Net operating loss carry-forwards | $ 71,129 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Tax (benefit) provision at statutory rate: | $ (392,694) | $ (338,309) |
Non-Taxable foreign earnings / losses | 86,900 | 208,797 |
Amortization of debt discount | 27,389 | 25,306 |
Unrealized loss on marketable securities | 263,468 | 107,248 |
Other | (3,042) | |
Change in valuation allowance | 14,937 | |
Total |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets (liabilities), current | ||
Deferred tax assets (liabilities), non-current, Net operating loss carry-forward | 14,937 | |
Deferred tax assets (liabilities), non-current, Valuation allowance | (14,937) | |
Net deferred tax assets (liabilities) | ||
Non-current assets (liabilities) |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Aug. 29, 2019USD ($) | Aug. 02, 2018USD ($) | Aug. 31, 2019GBP (£) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Rental expenses | $ 25,206 | $ 37,041 | |||
Right-of-use leased asset | 75,786 | ||||
Operating lease liability | $ 75,786 | ||||
Operating lease liability discount rate | 6.00% | ||||
Topic 842 [Member] | |||||
Right-of-use leased asset | $ 79,129 | ||||
Operating lease liability | $ 79,129 | ||||
GBP [Member] | |||||
Rental expenses | $ 1,230 | ||||
Payments for deposits | £ | £ 3,690 | ||||
GBP [Member] | United Kingdom [Member] | |||||
Lease agreement period | 6 years | ||||
Rental expenses | $ 1,000 | ||||
Payments for deposits | £ | £ 3,000 | ||||
Rent Agreement [Member] | From August 2018 until July 2019 [Member] | |||||
Lease agreement period | 1 year | ||||
Rental expenses | $ 2,890 | ||||
Rent Agreement [Member] | From August 2018 until July 2019 [Member] | GBP [Member] | |||||
Rental expenses | $ 2,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Right-of-use Leased Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Office lease right-of-use asset | $ 79,129 | |
Less: Accumulated amortization | (3,343) | |
Balance of right-of-use assets | $ 75,786 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Liability (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease liability related to office lease right-of-use asset | $ 79,129 | |
Less: Lease reduction | (3,343) | |
Less: Current portion of operating lease liability | (13,374) | |
Long term operating lease liability | $ 62,412 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 15,921 | |
2021 | 15,921 | |
2022 | 15,921 | |
2023 | 15,921 | |
2024 | 15,921 | |
Thereafter | 10,614 | |
Total minimum lease payments | 90,219 | |
Less: Discount to fair value | (14,433) | |
Total Operating Lease Liability at December 31, 2019 | $ 75,786 |
Segment Information (Details Na
Segment Information (Details Narrative) - Integer | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Reportable segments | 2 | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 112,080 | $ 98,613 |
Depreciation and amortization | 25,399 | 11,333 |
Net loss from continuing operations | (1,834,968) | (1,510,831) |
Identifiable long-lived tangible assets | 3,672 | 5,180 |
Consultancy [Member] | ||
Revenues | 32,000 | |
Depreciation and amortization | 2,586 | 1,756 |
Net loss from continuing operations | (1,798,480) | (1,480,589) |
Identifiable long-lived tangible assets | 2,734 | 4,654 |
Insurance Brokerage [Member] | ||
Revenues | 112,080 | 66,613 |
Depreciation and amortization | 22,813 | 9,577 |
Net loss from continuing operations | (36,488) | (30,242) |
Identifiable long-lived tangible assets | $ 938 | $ 526 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 19, 2020shares |
Subsequent Event [Member] | Series "C" Preferred Stock [Member] | Nicholas Paul Tuke [Member] | February 1, 2020 Employment Agreement [Member] | |
Preferred stock, shares issued | 100,000 |