Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 18, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | American Retail Group, Inc. | |
Entity Central Index Key | 277,905 | |
Trading Symbol | ARGB | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 22,930,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and equivalents | $ 19,509 | $ 627,243 |
Accounts receivable, net | 4,673 | 17,115 |
Accounts receivable, related party | 37,995 | |
Prepaid expenses and other current assets | 9,919 | 29,059 |
Total current assets | 72,096 | 673,417 |
Equipment, net | 570 | 934 |
TOTAL ASSETS | 72,666 | 674,351 |
Current Liabilities: | ||
Accounts payable | 28,445 | 9,743 |
Trust liability | 162,563 | 472,875 |
Advances | 227,206 | 424,605 |
Due to related party | 74,794 | |
Total current liabilities | 493,008 | 907,223 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $.0001 par value; 10,000,000 shares authorized; 1,648 and 0 shares issued and outstanding | ||
Common stock, $.0001 par value; 200,000,000 shares authorized; 22,930,000 and 19,046,599 shares issued and outstanding | 2,293 | 1,905 |
Additional paid-in capital | 1,293,275 | 1,171,216 |
Other comprehensive income (loss) | 6,901 | (7,977) |
Accumulated deficit | (1,722,811) | (1,398,016) |
Total stockholders' deficit | (420,342) | (232,872) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 72,666 | $ 674,351 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,648 | 0 |
Preferred stock, shares outstanding | 1,648 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 22,930,000 | 19,046,599 |
Common stock, shares outstanding | 22,930,000 | 19,046,599 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 260,494 | $ 101 | $ 385,212 | $ 342 |
Operating expenses: | ||||
General and administrative expenses | 180,033 | 95,255 | 704,628 | 297,928 |
Total operating expenses | 180,033 | 95,255 | 704,628 | 297,928 |
Income (loss) from operations | 80,461 | (95,154) | (319,416) | (297,586) |
Non operating income (expense) | ||||
Other income (expense) | 891 | (1,794) | (5,379) | (1,915) |
Total other income (expense) | 891 | (1,794) | (5,379) | (1,915) |
Income (loss) before income taxes | 81,352 | (96,948) | (324,795) | (299,501) |
Provision for income tax | ||||
Net income (loss) | 81,352 | (96,948) | (324,795) | (299,501) |
Comprehensive income (loss): | ||||
Net income (loss) | 81,352 | (96,948) | (324,795) | (299,501) |
Foreign currency translation gain (loss) | 4,527 | 1,291 | 14,878 | (4,165) |
Comprehensive income (loss): | $ 85,879 | $ (95,657) | $ (309,917) | $ (303,666) |
Weighted average common shares outstanding - basic and diluted | 22,930,000 | 19,046,599 | 21,023,862 | 19,046,599 |
Income (loss) per common share - basic and diluted | $ 0 | $ (0.01) | $ (0.02) | $ (0.02) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (324,795) | $ (299,501) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 269 | 282 |
Contributed capital for services rendered | 191,410 | 265,500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,113 | 7,427 |
Accounts receivable, related party | (37,995) | |
Prepaid expenses and other current assets | 26,887 | 6,039 |
Accounts payable | 514 | 56,601 |
Trust liability | (271,213) | (2,001) |
Net cash used in operating activities | (403,810) | 34,347 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Capital contribution by stockholder | 15,000 | |
Repayment of advances | (197,399) | |
Net cash used in financing activities | (182,399) | |
Effect of exchange rate changes on cash and equivalents | (21,525) | 1,522 |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (607,734) | 35,869 |
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 627,243 | 13,624 |
CASH AND EQUIVALENTS, END OF PERIOD | 19,509 | 49,493 |
CASH PAID FOR: | ||
Interest | ||
Income taxes |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Note 1 - Organization and Basis of Presentation Organization and Line of Business American Retail Group, Inc., formerly known as Resource Acquisition Group, Inc. (“ARG”), is a Nevada corporation organized January 27, 1934. Simex, Inc. (“Simex”) was incorporated under the laws of the state of Nevada on November 25, 2015. Simex operates a digital assets exchange (the “Platform”) for both accredited and non-accredited investors. Platform participants evaluate investments based on weighted Electronic-Voting. Simex provides a primary selection and by E-voting best offers are chosen and funded by investors and experts. The Platform also provides a secondary market giving liquidity to the initial investors. On September 15, 2016, Simex acquired Multipay, LLC, (“Multipay”), a limited liability company, incorporated under the laws of the Russian Federation, for 10,000 On May 9, 2018, Simex entered into a merger agreement with Genius Enterprises, Inc., a Nevada corporation (“Genius”), whereby Simex issued 200 shares of common stock and 2,614,161 shares of preferred stock for all the issued and outstanding shares of common and preferred stock of Genius. Genius had no operations prior to the merger. Simex was the surviving corporation resulting from this merger agreement. On May 9, 2018, subsequent to the above mentioned merger agreement, Simex entered into a merger agreement with ARG, whereby ARG issued 19,046,699 shares of common stock for all the issued and outstanding shares of common and preferred stock of Simex. This merger transaction was accounted for as a reverse acquisition under the purchase method of accounting since Simex obtained control of ARG. Accordingly, the merger of Simex into ARG was recorded as a recapitalization of Simex, Simex being treated as the continuing entity. The merger transaction was treated as a recapitalization and not as a business combination. ARG had 22,930,000 shares outstanding prior to the merger. At the time of the merger, ARG’s principal shareholder surrendered 19,046,099 shares, which were cancelled. After the merger the total number of ARG shares outstanding was 22,930,000. The historical financial statements presented are the financial statements of Simex. The merger agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of the merger, the net liabilities of the legal acquirer, ARG, were $83,963. The combined entities is referred to hereafter as the “Company.” The unaudited financial statements are prepared by the Company, pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) were omitted pursuant to such rules and regulations. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results expected for the year ending December 31, 2018. Basis of Presentation The accompanying consolidated financial statements (“CFS”) were prepared in conformity with U.S. GAAP. The Company’s functional currency is the United States Dollars (“$” or “USD”) and the Company’s wholly-owned subsidiary, Multipay’s functional currency is the RUB. Simex and Multipay were entities under common control and had been since the earliest period presented in these CFS; therefore, the accompanying CFS are presented as if the acquisitions of Multipay had occurred at the beginning of the period for which these CFS are presented (January 1, 2017). The basis for the assets and liabilities of Multipay was historical cost. Going Concern The accompanying CFS were prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern. The Company had a stockholders’ deficit of $420,342 at September 30, 2018 and has incurred recurring losses from operations. The accompanying CFS do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern. Foreign Currency Translation The accounts of the Company are maintained in USD and the accounts of Multipay are maintained in RUB. The accounts of Multipay are translated into USD in accordance with ASC Topic 830 Foreign Currency Transaction Comprehensive Income September 30, September 30, December 31, 2018 2017 2017 Period end: RUB to USD exchange rate $ 0.0152 $ 0.0174 $ 0.0173 Average period for 9 month period: RUB to USD exchange rate $ 0.0163 $ 0.0171 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of CFS in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the CFS and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Principles of Consolidation The accompanying CFS include the accounts of ARG and its wholly-owned subsidiary, Simex and its wholly-owned subsidiary, Multipay. All significant intercompany transactions and balances were eliminated in consolidation. Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of September 30, 2018 and December 31, 2017 (audited), the allowance for uncollectible accounts receivable was $6,605 and $0, respectively. Equipment Equipment is stated at cost. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Computer equipment 5 years Long-Lived Assets The Company applies ASC Topic 360, Property, Plant, and Equipment Internal Use Software The Company incurs software development costs to develop software programs to be used solely to meet its internal needs and cloud based applications used to deliver its services. In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, the software will be used to perform the function intended, and the value will be recoverable. Reengineering costs, minor modifications and enhancements that do not significantly improve the overall functionality of the software are expensed as incurred. As of September 30, 2018 and December 31, 2017 (audited), the Company has not capitalized any costs. Trust Liability Trust liability is amounts received from investors that are to be invested at their discretion on Multipay’s platform. These amounts are collected by the Company and then transferred to the projects on the platform as soon as the project reaches its funding goal. If the funding goal is not reached, these amounts are returned to the investors, net of commission revenue collected by the Company. The Company has a fiduciary responsibility over these amounts. Advances Advances at September 30, 2018 and December 31, 2017 (audited) were received from a potential investor. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, trust liability and advances, the carrying amounts approximate their fair values due to their short maturities. The Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of September 30, 2018 and December 31, 2017 (audited), respectively, the Company did not have any assets and liabilities required to be presented on the balance sheet at FV. Revenue Recognition ASU No. 2014-09 Revenue from Contracts with Customers Topic 606. Topic 605, Revenue Recognition Revenue from platform fees and related services are recognized under Topic 606 ● executed contract(s) with our customer(s) that we believe is legally enforceable; ● identification of performance obligation in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to the Company’s only revenue category, are summarized below: ● Platform fees and related services – the Company offers a digital assets exchange platform for both accredited and non-accredited investors and recognizes revenue as transactions are executed and services are provided for its customers. Transactions in Cryptocurrencies The Company accounts for cryptocurrencies as an indefinite-lived intangible asset. Transactions in cryptocurrencies are measured at FV with changes in FV recognized in the consolidated statement of operations. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Earnings (loss) Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s subsidiary is the RUB. Translation gain (loss) of $6,901 and $(7,977) at September 30, 2018 and December 31, 2017 (audited), respectively, are classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet. Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. Recent Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Equipment
Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment | Note 3 – Equipment Property and equipment at September 30, 2018 and December 31, 2017 (audited) consisted of the following: September 30, December 31, 2018 2017 Computer equipment $ 1,657 $ 1,886 1,657 1,886 Accumulated depreciation (1,087 ) (952 ) Total $ 570 $ 934 Depreciation for the nine months ended September 30, 2018 and 2017 was $269 and $282, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 4 – Stockholders’ Equity During the nine months ended September 30, 2018 and 2017, an executive of the Company performed services valued at $191,410 and $265,500, respectively, for no cash compensation. The value was determined based on the fair market value of the services provided. These amounts are treated as capital contribution in the accompanying CFS. Also during the nine months ended September 30, 2018, a stockholder of the Company made a capital contribution of $15,000. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5- Related Party Transactions During the nine months ended September 30, 2018, the Company earned commissions of $385,000. The payment of the commission was received in Bitcoins. The Company does not maintain a Coinbase account; therefore, the Bitcoins were deposited into a Coinbase account of a stockholder of the Company. The Bitcoins were sold for cash and remitted to the Company. As of September 30, 2018, $347,005 had been remitted to the Company and the remaining balance of $37,995 is recorded as an account receivable, related party. The value of the commissions earned was based on the market value of the Bitcoins on the date received. Amounts due to a related party are for expenses paid by a stockholder on behalf of the Company. The balance due of $74,794 and $0, respectively, at September 30, 2018 and December 31, 2017 (audited) is presented as due to related party in the accompanying consolidated balance sheet. The amount is non-interest bearing and payable upon demand. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies The Company is party to certain legal proceedings from time to time incidental to the conduct of its business. These proceedings could result in fines, penalties, compensatory or treble damages or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on our consolidated financial position, results of operations and cash flows in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect the outcome of any matter pending against the Company is likely to have a material effect on the Company’s CFS. On October 23, 2018, the SEC” ordered that trading in the Company’s common stock be suspended from 9:30 a.m. EDT on October 22, 2018, through 11:59 p.m. EDT on November 2, 2018. The SEC ordered the suspension due to concerns about the accuracy of information in the marketplace about, among other things, the Company’s products and services and certain regulatory approvals, including statements in Company press releases claiming that the Company had partnered with an “SEC qualified institution” to facilitate cryptocurrency transactions and that it was conducting a token offering that was officially registered in accordance to SEC requirements. The Company further announced that it now understood that although Prime Trust, the entity referenced in its August 16 and August 22, 2018, press releases, stated that it is a “Qualified Custodian,” that statement was not intended to imply that Prime Trust was registered with or regulated by the SEC as was the Company incorrectly stated in its press releases. The Company recognizes that the SEC does not endorse or qualify custodians for cryptocurrency or other forms of currency. The Company has terminated its relationship with Prime Trust. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of CFS in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the CFS and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Principles of Consolidation | Principles of Consolidation The accompanying CFS include the accounts of ARG and its wholly-owned subsidiary, Simex and its wholly-owned subsidiary, Multipay. All significant intercompany transactions and balances were eliminated in consolidation. |
Cash Equivalents | Cash Equivalents For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of September 30, 2018 and December 31, 2017 (audited), the allowance for uncollectible accounts receivable was $6,605 and $0, respectively. |
Equipment | Equipment Equipment is stated at cost. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: Computer equipment 5 years |
Long-Lived Assets | Long-Lived Assets The Company applies ASC Topic 360, Property, Plant, and Equipment |
Internal Use Software | Internal Use Software The Company incurs software development costs to develop software programs to be used solely to meet its internal needs and cloud based applications used to deliver its services. In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed, the software will be used to perform the function intended, and the value will be recoverable. Reengineering costs, minor modifications and enhancements that do not significantly improve the overall functionality of the software are expensed as incurred. As of September 30, 2018 and December 31, 2017 (audited), the Company has not capitalized any costs. |
Trust Liability | Trust Liability Trust liability is amounts received from investors that are to be invested at their discretion on Multipay’s platform. These amounts are collected by the Company and then transferred to the projects on the platform as soon as the project reaches its funding goal. If the funding goal is not reached, these amounts are returned to the investors, net of commission revenue collected by the Company. The Company has a fiduciary responsibility over these amounts. |
Advances | Advances Advances at September 30, 2018 and December 31, 2017 (audited) were received from a potential investor. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, trust liability and advances, the carrying amounts approximate their fair values due to their short maturities. The Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments ● Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity Derivatives and Hedging As of September 30, 2018 and December 31, 2017 (audited), respectively, the Company did not have any assets and liabilities required to be presented on the balance sheet at FV. |
Revenue Recognition | Revenue Recognition ASU No. 2014-09 Revenue from Contracts with Customers Topic 606. Topic 605, Revenue Recognition Revenue from platform fees and related services are recognized under Topic 606 ● executed contract(s) with our customer(s) that we believe is legally enforceable; ● identification of performance obligation in the respective contract; ● determination of the transaction price for each performance obligation in the respective contract; ● allocation of the transaction price to each performance obligation; and ● recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to the Company’s only revenue category, are summarized below: ● Platform fees and related services – the Company offers a digital assets exchange platform for both accredited and non-accredited investors and recognizes revenue as transactions are executed and services are provided for its customers. |
Transactions in Cryptocurrencies | Transactions in Cryptocurrencies The Company accounts for cryptocurrencies as an indefinite-lived intangible asset. Transactions in cryptocurrencies are measured at FV with changes in FV recognized in the consolidated statement of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Basic and Diluted Earnings (loss) Per Share | Basic and Diluted Earnings (loss) Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
Foreign Currency Transactions and Comprehensive Income | Foreign Currency Transactions and Comprehensive Income U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s subsidiary is the RUB. Translation gain (loss) of $6,901 and $(7,977) at September 30, 2018 and December 31, 2017 (audited), respectively, are classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet. |
Statement of Cash Flows | Statement of Cash Flows Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of foreign currency translation exchange rates | September 30, September 30, December 31, 2018 2017 2017 Period end: RUB to USD exchange rate $ 0.0152 $ 0.0174 $ 0.0173 Average period for 9 month period: RUB to USD exchange rate $ 0.0163 $ 0.0171 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of assets with estimated lives | Computer equipment 5 years |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, 2018 2017 Computer equipment $ 1,657 $ 1,886 1,657 1,886 Accumulated depreciation (1,087 ) (952 ) Total $ 570 $ 934 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Period end: RUB to USD exchange rate [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Exchange rate | 0.0152 | 0.0173 | 0.0174 |
Average period for 9 month period: RUB to USD exchange rate [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Exchange rate | 0.0163 | 0.0171 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details Textual) - USD ($) | May 09, 2018 | Sep. 15, 2016 | Sep. 30, 2018 | Dec. 31, 2017 |
Organization and Basis of Presentation (Textual) | ||||
Business acquisition, description | A limited liability company, incorporated under the laws of the Russian Federation, for 10,000 Russian Rubles ("RUB") or $150. | |||
Net liabilities | $ 83,963 | |||
Stockholders' deficit | $ (420,342) | $ (232,872) | ||
Genius Enterprises, Inc. [Member] | Common Stock [Member] | ||||
Organization and Basis of Presentation (Textual) | ||||
Issued number of shares | 200 | |||
Genius Enterprises, Inc. [Member] | Preferred Stock [Member] | ||||
Organization and Basis of Presentation (Textual) | ||||
Issued number of shares | 2,614,161 | |||
Simex, Inc. [Member] | ||||
Organization and Basis of Presentation (Textual) | ||||
Issued number of shares | 19,046,699 | |||
American Retail Group, Inc. [Member] | ||||
Organization and Basis of Presentation (Textual) | ||||
Business acquisition, description | ARG had 22,930,000 shares outstanding prior to the merger. At the time of the merger, ARG's principal shareholder surrendered 19,046,099 shares, which were cancelled. After the merger the total number of ARG shares outstanding was 22,930,000. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Computer equipment [Member] | |
Estimated lives of equipment | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Allowance for uncollectible accounts receivable | $ 6,905 | $ 0 |
Translation gain (loss) | $ 6,901 | $ (7,977) |
Equipment (Details)
Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment gross | $ 1,657 | $ 1,886 |
Accumulated depreciation | (1,087) | (952) |
Total | 570 | 934 |
Computer equipment [Member] | ||
Property and equipment gross | $ 1,657 | $ 1,886 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Equipment (Textual) | ||
Depreciation | $ 269 | $ 282 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Stockholders' Equity (Textual) | ||
Company performed services valued | $ 191,410 | $ 265,500 |
Capital contribution | $ 15,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Related Party Transactions (Textual) | ||
Commissions earned | $ 385,000 | |
Due to related party | 74,794 | $ 0 |
Remitted amount | 347,005 | |
Remaining balance | $ 37,995 |