Attached files
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| EX-31.1 - CERTIFICATION - Indo Global Exchange(s) Pte, Ltd. | ex311.htm |
| EX-32.1 - CERTIFICATION - Indo Global Exchange(s) Pte, Ltd. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
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COMMISSION FILE NUMBER 000-52766
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INDO GLOBAL EXCHANGE(S) PTE, LTD.
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(Exact name of registrant as specified in its charter)
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Nevada
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48-13088991
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia KAV146
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(Address of principal executive offices)
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62 2125555600
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(Registrant’s telephone number)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes [X]
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No [ ]
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes [ ]
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No [ ] (Not Required)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes [ ]
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No [X]
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As of September 22, 2015, there were 914,739,928 shares of the Registrant’s $0.001 par value common stock issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-Q/A amends and restates the quarterly report on Form 10-Q of Indo Global Exchange(s) PTE, Ltd. (the “Company”) for the three and nine months ended April 30, 2015, as originally filed with SEC on July 7, 2015. This Form 10-Q/A is being filed to restate the Company’s financial statements in Item 1 in their entirety and related disclosures (including Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2) for the three and nine months ended April 30, 2015.
On July 7, 2015, Indo Global Exchange(s) Pte, Ltd (the “Company”) filed its Quarterly Report on Form 10-Q for the period ended April 30, 2015 (the “Quarterly Report”) without authorization from TAAD, LLP (“TAAD”), the Company’s independent registered public accounting firm. Subsequent to the filing of the Quarterly Report, on July 7, 2015, TAAD advised the Company that it had not authorized the Company to file the Quarterly Report.
As a result of TAAD not authorizing the Company the filing of the Quarterly Report for the period ended April 30, 2015, the Company, as advised by TAAD on July 15, 2015, determined that the Financial Statements were not properly issued and should not be relied upon.
2
INDO GLOBAL EXCHANGE(S) PTE, LTD.
TABLE OF CONTENTS
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PART I
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FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS (UNAUDITED) (RESTATED)
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4
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ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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5
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ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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9
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ITEM 4.
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CONTROLS AND PROCEDURES
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9
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PART II
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OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS
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10
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ITEM 1A.
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RISK FACTORS
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10
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ITEM 2.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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10
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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11
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ITEM 4.
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MINE SAFEY DISCLOSURE – Not Applicable
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11
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ITEM 5.
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OTHER INFORMATION
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11
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ITEM 6.
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EXHIBITS
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11
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SIGNATURES
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12
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Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Indo Global Exchange(s) PTE, Ltd. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
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Index
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Consolidated Balance Sheets (Restated)
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F-1
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Consolidated Statements of Operations (Restated)
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F-2
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Consolidated Statements of Cash Flows (Restated)
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F-3
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Notes to the Consolidated Unaudited Financial Statements (Restated)
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F-4 to F-9
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4
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INDO GLOBAL EXCHANGE(S) PTE, LTD.
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CONSOLIDATED BALANCE SHEETS
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(RESTATED)
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April 30,
2015
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July 31,
2014
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|||||||
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ASSETS
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Current Assets
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||||||||
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Due from related parties
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$ | 149 | $ | 9,633 | ||||
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Prepaid expenses
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- | 5,000 | ||||||
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Total Assets
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$ | 149 | $ | 14,633 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable and accrued expenses
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$ | 253,381 | $ | 112,903 | ||||
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Due to a related party
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27,197 | 22,975 | ||||||
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Loan from a related party
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15,000 | 15,000 | ||||||
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Loan payable to unrelated parties
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254,993 | 224,329 | ||||||
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Total Liabilities
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550,572 | 375,207 | ||||||
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Stockholders' (Deficit)
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||||||||
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Preferred stock, $.001 par value 10,000,000 shares authorized no shares issued and outstanding
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- | - | ||||||
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Common stock, $.001 par value 100,000,000 shares authorized 487,588,928 and 74,888,928 Issued and outstanding as of April 30, 2015 and July 31, 2014, respectively
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487,589 | 74,889 | ||||||
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Additional paid-in capital
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3,828,195 | 110,395 | ||||||
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Accumulated other comprehensive income
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502 | (811 | ) | |||||
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Accumulated deficit
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(4,866,708 | ) | (545,047 | ) | ||||
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Total Stockholders' Deficit
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(550,422 | ) | (360,574 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 149 | $ | 14,633 | ||||
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The accompanying notes are an integral part of the financial statements.
F-1
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INDO GLOBAL EXCHANGE(S) PTE, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS |
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(RESTATED)
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For The Three Months Ended
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For The Nine Months Ended
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April 30, 2015
(Unaudited)
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April 30, 2014
(Unaudited)
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April 30, 2015
(Unaudited)
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April 30, 2014
(Unaudited)
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REVENUES
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$ | 10,344 | $ | - | $ | 19,508 | $ | - | ||||||||
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OPERATING EXPENSES
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Selling Expenses
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- | - | 885 | - | ||||||||||||
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General and administrative expenses
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56,461 | 83,670 | 1,039,534 | 144,353 | ||||||||||||
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Total operating expenses
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56,461 | 83,670 | 1,040,419 | 144,353 | ||||||||||||
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Other (Income) Loss
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Loss on debt settlement
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415,600 | - | 1,030,600 | - | ||||||||||||
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Interest expenses
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17 | - | 2,297,151 | - | ||||||||||||
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Other (Income) Loss
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415,600 | - | 3,300,750 | - | ||||||||||||
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Net loss before provision for income taxes
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(461,733 | ) | (83,670 | ) | (4,321,661 | ) | (144,353 | ) | ||||||||
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Provision for income taxes
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- | - | - | - | ||||||||||||
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Net loss
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(461,733 | ) | (83,670 | ) | (4,321,661 | ) | (144,353 | ) | ||||||||
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Weighted average common shares outstanding -
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Basic and diluted
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209,576,051 | 72,240,000 | 189,392,225 | 72,240,000 | ||||||||||||
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Net loss per share – basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.00 | ) | ||||
The accompanying notes are an integral part of the financial statements.
F-2
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INDO GLOBAL EXCHANGE(S) PTE, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(RESTATED)
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For the Nine Months Ended
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For the Nine Months Ended
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April 30, 2015
(Unaudited)
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April 30, 2014
(Unaudited)
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Operating Activities
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Net loss
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$
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(4,321,661)
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$
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(144,353)
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Interest expense
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2,297,100
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-
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Loss on settlement of debt
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1,003,600
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-
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Stock compensation
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803,000
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-
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Changes in operating assets and liabilities:
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Prepaid expenses
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5,000
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(1,800
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) | |||||
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Accounts payable and accrued expenses
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140,478
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37,756
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Net Cash Used In Operating Activities
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(72,483)
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(108,397
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) | |||||
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Financing Activities:
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Stock issuance for cash
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10,000
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-
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Payments to due from related parties
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9,484
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-
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Proceeds from due to a related party
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4,223
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(18,000
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Proceeds from related party loans
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- |
17,066
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Proceeds from unrelated party loans
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47,464
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109,331
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Net Cash Provided By Financing Activities
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71,171
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108,397
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Effect of exchange rate on cash and cash equivalents
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1,312
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-
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Increase (Decrease) in Cash
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-
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-
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Cash, Beginning of Period
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$
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-
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$
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-
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Cash, End of Period
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$
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-
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$
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-
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Non-cash activities:
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Cancellation of Shares
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$
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-
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$
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-
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Issuance of Shares for anti-dilution
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$
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-
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$
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-
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The accompanying notes are an integral part of the financial statements.
F-3
April 30, 2015
(Restated)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Indo Global Exchange(s) PTE, Ltd. formerly Claridge Ventures Inc. (the "Company") was incorporated in the State of Nevada on May 7, 2008. The Company was organized to develop business opportunities.
On September 23, 2013 (the “Closing Date”), Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (formerly Claridge Ventures, Inc.) (the “Registrant” or “Company”), closed an asset purchase transaction (the “Transaction”) with Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (“Indo Global”) and the shareholders of Indo Global (“Selling Shareholders”) pursuant to an Amended and Restated Asset Purchase Agreement dated as of the Closing Date (the “Purchase Agreement”) by and among the Company, Indo Global, and the Selling Shareholders.
In accordance with the terms of the Purchase Agreement, on the Closing Date, the Company issued 43,496,250 shares of its common stock (the “Shares”) directly to the Selling Shareholders in exchange for certain assets of Indo Global (the “Assets”) including, rights to enter into certain agreements and certain intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of Indo Global as part of the Assets, and the Company did not hire any employees of Indo Global. Indo Global will continue as an independent company, operating in Singapore after the Transaction. The Assets relate to the development and operation of an online trading platform and brokerage portal in Indonesia. The Company plans to in part utilize the Assets to provide online trading and brokerage facilities in Indonesia.
On May 29, 2014, Indo Global Exchange(s) Pte. Ltd. (the “Company”) entered in to an engagement agreement (the “Agreement”) with International Global Exchange (AUST) (“IGE”), PT GriyaMatahari Bali, and Kina Securities Limited (“Kina”) with an effective date of November 25, 2013. Pursuant to the terms of the Agreement, Kina appointed the Company, IGE and PT GriyaMatahari Bali (collectively, “IGEX”) to provide certain services to Kina, including use of IGEX’s comprehensive online trading platform for Kina referred clients, which platform includes access to 21 global equity exchanges, account statements in real time, live streaming news and other features and capabilities. IGEX has agreed to (i) act as administrator, promoter, educator and integrator for all Kina referred clients, (ii)monitor any developments on transactions that occur on accounts of such Kina referred clients, and (iii) provide technical and market analysis support. IGEX has also agreed to provide a range of seminars as required by Kina, which shall provide instruction on the use of IGEX’s online trading platform. The term of the Agreement is ten (10) years and may be terminated for cause or without cause upon 120 days notice to the other party. Kina may terminate the Agreement for cause upon the occurrence of certain events, including the following: IGEX (i) has a liquidator or receiver appointed, (ii) becomes an externally administered body, (iii) passes a resolution for winding up, (iv) is guilty of any fraudulent act or willful misconduct which is related to the Agreement, or (v) breaches the terms of the Agreement.
The Agreement includes certain other customary representations, warranties and covenants of the parties. The parties also agreed to indemnify each other for losses, taxes, expenses, costs and liabilities which may by incurred as a result of a party‘s breach of the Agreement.
IGEX and Kina will receive commissions for each trade conducted by a client, which total commission amounts shall be determined by Kina. For trade sunder AUD 8,500, the exchange and settlement fee amount is AUD18.00. For trades over AUD 8,501, the exchange and settlement fee amount is AUD 12.00 plus 0.07% of the trade value. IGEX will receive 30% of the overall commission fees while Kina will receive 70% of the overall commission fees.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited condensed interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. 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 have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended July 31, 2014 included in our Annual Report on Form 10-K. The results of the nine months periods ended April 30, 2015 are not necessarily indicative of the results to be expected for the full year ending July 31, 2015.
Principles of Consolidation
The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of Indo Global Exchange(s) PTE. Ltd. and two wholly-owned subsidiaries, International Global Exchange (Aust) Pty Ltd and PT GriyaMatahari Bali. All intercompany transactions and balances have been eliminated in consolidation.
F-4
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Impaired Asset Policy
The Company tests its assets for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, which includes comparing the carrying amount of a long-lived asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss would be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. For the Company's mining claims, this test includes examining the discounted and undiscounted cash flows associated with value beyond proven and probable reserves, in determining whether the mining claim is impaired.
Start-up Expenses
The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the nine months ended April 30, 2015 and 2014.
Foreign Currency Translation
The Company’s functional and reporting currency is the US dollar as substantially all of the Company’s operations are in United States.
Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.
Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the Statement of Operations.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of April 30, 2015 and July 31, 2014, there are no cash or cash equivalents.
Basic and Diluted Loss Per Share
The Company computed basic and diluted loss per share amounts using generally accepted accounting principles. There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.
Revenue Recognition
We recognize revenue from services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured.
Currently, we have limited revenues or customers. We plan to derive revenues from multiple sources. First, we charge a service fee as commission income and the amount varies based on the size and volume of trade by the customers. Second, the Company will share 25% on all profits generated by the customers at the end of each trading cycle.
F-5
Fair Value of Financial Instruments
Fair Value of Financial Instruments - On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
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●
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Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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●
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Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
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●
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Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
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The Company’s adoption of fair value measurements and disclosures did not have a material impact on the financial statements and financial statement disclosures.
Income Taxes
The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
Basic and Diluted Loss Per Share
Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the nine months ended April 30, 2015 and 2014, there were no potentially dilutive securities.
Recent Accounting Pronouncements
Adopted
In June 2014, the FASB issued ASU 2014 10, Development Stage Entities (Topic915): Elimination of Certain Financial Reporting Requirements. ASU 201410 eliminates the distinction o f a development stage entity and certain related disclosure requirements, including the elimination of inception to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU2014-10 will be effective prospectively for annual reporting periods beginning after December15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU2014-10 since the quarter ended October 31, 2013, thereby no longer presenting or disclosing any information required by Topic 915.
In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).
In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.
When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
F-6
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):
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a.
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Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
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b.
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Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
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c.
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Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.
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If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:
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a.
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Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
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b.
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Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
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c.
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Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
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The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Not Adopted
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-04 did not have a material impact on our financial statements.
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have a material impact on our financial statements.
F-7
NOTE 4 – STOCKHOLDERS’ EQUITY
On January 28, 2015, the Company issued 176,700,000 shares of common stock to shareholders for interest expense on notes previously issued that have not received principal or interest payments at a fair value of $2,297,100.
On January 28, 2015, the Company issued 2,000,000 shares of common stock at a fair value of $0.005 for $10,000.
On January 28, 2015, the Company issued 75,000,000 shares of common stock to employees and consultants for services. The fair value of the shares ranges from $0.001 to $0.003 per share for a total of $803,000.
On March 20, 2015 the Company issued 19,000,000 shares of common stock. The issuance is related to debt settlement of $10,000 of loans payable with an unrelated party debt holder.. The fair value of the shares issued was $68,400 valued at $0.0036 per share, using the closing prices on the effective date of the agreement. The Company booked $58,400 as a loss on debt extinguishment.
During the nine months ended April 30, 2015 the Company issued 140,000,000 shares of common stock. The issuance is related to debt settlement of $6,800 of loans payable with two unrelated party debt holders. The fair value of the shares issued was $952,000, using the closing prices on the effective dates of the agreements. The Company booked $945,200 as a loss on debt extinguishment
NOTE 5 – GOING CONCERN
These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of April 30, 2015 the Company had incurred accumulated losses since inception of $4,866,708. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to establish profitable operations.
Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.
NOTE 6 – DUE TO A RELATED PARTY
Due to a related party amounted to $27,197 and $22,975 as of April 30, 2015 and July 31, 2014, respectively. Due to a related party represents advances by John O’Shea, CEO of the Company, to pay company’s expenses.
F-8
NOTE 7 – LOANS PAYABLE TO UNRELATED PARTIES
Unrelated party loans payable represent money received from investors to purchase shares. As of April 30, 2015, the Company has unrelated party loans payable totaling $254,993. Based on the subscription agreement, the subscription funds will constitute a non-interest bearing loan of the subscriber to the Company until such time as the offering is closed and shares are issued to the subscriber.
NOTE 8 - SUBSEQUENT EVENTS
On May 8, 2015, the Company issued 90,000,000 shares of common stock in exchange for the cancellation of $900 of unrelated party loan payable.
On June 16, 2015, the Company issued 140,000,000 shares of common stock in exchange for the cancellation of $900 of unrelated party loan payable.
On July 22, 2015, the Company issued 20,000,000 shares of common stock in exchange for the cancellation of $4,000 unrelated party loan payable.
On July 22, 2015, the Company issued 180,000,000 shares of common stock in exchange for the cancellation of $9,000 of two unrelated party loan payable.
On August 7, 2015, the Company cancelled 50,000,000 shares of common stock. The canceled shares were returned to treasury.
On August 7, 2015, the Company issued 47,151,000 shares of common stock in exchange for the cancellation of $5,847 loan payable.
F-9
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
Business Overview
We were organized under the laws of the State of Nevada on May 7, 2008 under the name “Claridge Ventures, Inc.” with an initial focus on the acquisition and exploration of mineral properties in the State of Nevada. On August 6, 2013, we affected a 1 for 4 reverse split of its common stock and changed our name to “Indo Global Exchange(s) PTE. Ltd”. We have two wholly-owned subsidiaries: International Global Exchange (Aust) Pty Ltd and PT GriyaMatahari Bali. International Global Exchange (Aust) Pty Ltd is based in Australia and was set up for the purpose of entering into the introducing broker agreement with Halifax. PT GriyaMatahari Bali is based in Indonesia and was set up to allow us to operate in Indonesia under Indonesia law.
On September 23, 2013 (the “Closing Date”), we closed an asset purchase transaction (the “Transaction”) with Indo Global Exchange PTE. LTD., a company organized under the laws of Singapore (“Indo Global”) and the shareholders of Indo Global (“Selling Shareholders”) pursuant to an Amended and Restated Asset Purchase Agreement (the “Purchase Agreement”).
In accordance with the terms of the Purchase Agreement, on the Closing Date, the Company issued 43,496,250 shares of its common stock (the “Shares”) directly to the Selling Shareholders in exchange for certain assets of Indo Global (the “Assets”) including, rights to enter into certain agreements and certain intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of Indo Global as part of the Assets, and the Company did not hire any employees of Indo Global. Indo Global continues as an independent company, operating in Singapore after the Transaction.
We plan to operate as a business to consumers, and business to business, to provide services to customers that enable the consumer to access, monitor and manage their investment interests and execute trades when participating in the global financial markets. We will act as the administrator for the client and will monitor any developments on transactions that occur in the accounts of each client as part of our Account Management System.
We are currently in discussions with potential local partners within Indonesia to maximize our business potential and distribution reach. We have entered into Introducing Broker Agreements with Halifax, Axitrader and FxPro to be our execution and clearing partners. We have also entered in to a client referral relationship and services agreement with TodoHakot and have entered into an agreement with Richard Jackson to act as services provider to allow access to his trading signals. We also have a referral services agreement with Kina Securities. We will also have the ability to affiliate with other financial institutions such as banks, financial planners and others in the financial services market. We believe we are in a unique position to capitalize on the Indonesian market and gain a first move advantage to deliver a transparent and customer focused trading solution. Our primary focus will be local middle to high income individuals and businesses within Indonesia whom we may describe as high net worth (those with assets over USD $100,000) estimated at approximately 4.9 million individuals. There are approximately 247 million people in Indonesia, which makes it the 4th most populous country in the world and 2% of the population is described as high net worth; this represents our initial target market. Once established in the Indonesian market, we plan to expand to the Philippines and Malaysia.
We have not generated any revenue from business operations to date, and to date, we have been unable to raise additional funds to implement our operations.
There is limited historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations.
Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
To become profitable and competitive, we have to establish agreements with established service providers and or businesses to enable us to offer these venues to our clientele.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.
We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue and equity and/or debt financing. We estimate that our expenditures over the next 12 months will be approximately $869,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital.
|
Amount
|
Percent
|
|||||||
|
Salaries
|
$
|
145,000
|
$
|
16.68
|
%
|
|||
|
Professional services (IT development)
|
24,000
|
2.76
|
%
|
|||||
|
Equipment
|
30,000
|
3.45
|
%
|
|||||
|
Professional services (lawyers and accountants)
|
35,000
|
4.03
|
%
|
|||||
|
Programming IT development
|
60,000
|
6.90
|
%
|
|||||
|
Office, rent and expenses
|
150,000
|
17.27
|
%
|
|||||
|
Travel expenses
|
53,000
|
5.76
|
%
|
|||||
|
Government Fees
|
5,000
|
.059
|
%
|
|||||
|
Seminars
|
85,000
|
9.77
|
%
|
|||||
|
Business Development fees
|
145,000
|
16.68
|
%
|
|||||
|
Servers and bandwidth
|
15,000
|
1.72
|
%
|
|||||
|
Bank fees and interest
|
2,000
|
.023
|
%
|
|||||
|
Administration
|
15,000
|
1.72
|
%
|
|||||
|
Marketing and advertisement
|
120,000
|
13.80
|
%
|
|||||
|
Total
|
$
|
869,000
|
$
|
100.00
|
%
|
|||
6
|
Working Capital
|
At April 30, 2015
|
At July 31, 2014
|
||||||
|
Current Assets
|
$
|
149
|
$
|
14,633
|
||||
|
Current Liabilities
|
(550,571
|
)
|
(375,207
|
)
|
||||
|
Working Capital (Deficit)
|
$
|
(550,422
|
)
|
$
|
(360,574
|
)
|
||
|
Nine months Ended
|
Nine months Ended
|
|||||||
|
Cash Flows
|
April 30,
2015
|
April 30,
2014
|
||||||
|
Cash Flows Used In provided by Operating Activities
|
$
|
(72,483
|
)
|
$
|
(108,397
|
)
|
||
|
Cash Flows Provided By Financing Activities
|
71,171
|
108,397
|
||||||
|
Foreign currency translation
|
1,312
|
-
|
||||||
|
Net Increase (Decrease) in Cash During Period
|
$
|
-
|
$
|
-
|
||||
Operating Revenues
Revenues for the quarters ended April 30, 2015 and 2014 were $10,344 and $0, respectively. Revenues generated were the daily spreads on executed trades.
For The Three Months Ended April 30, 2015
Operating Expenses and Net Loss
Operating expenses for the three months period ended April 30, 2015 was $56,461 compared with $83,670 for the three months ended April 30, 2014. The increase in operating expenditures was a result of the commencement of new business which includes payroll, office expenses, and increased operating costs compared to the same period last year.
Net loss for the three months period ended April 30, 2015 was $461,733 compared with $83,670 for the three months period ended April 30, 2014. The overall increase in net loss of $378,063 was attributed to the settlement of debt for shares, commencement of a new business, which includes payroll, office expenses, and increased operating costs compared to the same period last year.
For The Nine months Ended April 30, 2015
Operating Expenses and Net Loss
Operating expenses for the nine months period ended April 30, 2015 was $1,040,419 compared with $144,353 for the nine months ended April 30, 2014. The increase in operating expenditures was a result of the cancellation of notes payable for shares, commencement of new business which includes payroll, office expenses, and increased operating costs compared to the same period last year.
Net loss for the nine months period ended April 30, 2015 was $4,321,661 compared with $144,353 for the nine months period ended April 30, 2014. The overall increase in net loss of $4,177,308 was attributed to the settlement of debt for shares, the commencement of a new business, which includes payroll, office expenses, and increased operating costs compared to the same period last year.
7
Liquidity and Capital Resources
As of April 30, 2015, the Company’s cash balance was $Nil. As of April 30, 2015, the Company had total liabilities of $550,571 and a working capital deficit of $(550,422).
Since our inception, we have used our common stock and promissory notes to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.
There can be no assurance that we will be successful in procuring the financing we are seeking. Future cash flows are subject to a number of variables, including the level of production, economic conditions and maintaining cost controls. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand business operations and could harm our overall business prospects. In addition, we cannot be assured of profitability in the future.
If we are not able to raise sufficient funds to fully implement our startup business plan for the next year as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
Our total expenditures over the next twelve months are anticipated to be approximately $869,000. Our cash on hand as of April 30, 2015 and July 31, 2014 are $0. We have cash saved under related parties’ names and it amounted to $149 and $9,633 as of April 30, 2015 and July 31, 2014, respectively. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing.
Cash flow from Operating Activities
During the nine months period ended April 30, 2015, the Company used $72,483 of cash for operating activities compared with $108,397 for the nine months ended April 30, 2014. The increase of cash used for operating activities are mainly due to increased net loss, more increase in prepaid expenses, offset by increased interest expenses, more increase in settlement of debt, and more increase in stock compensation. The increased loss and payables are due to commencement of new business and more expenses occurred.
Cash flow from Investing Activities
During the nine months period ended April 30, 2015 and 2014, the Company paid $0 and $0 in investing activities.
Cash flow from Financing Activities
During the nine months period ended April 30, 2015, the Company has net cash received of $71,171 from financing activities compared with $108,397 in financing activities for the same period in 2014. The increased cash from financing activities are because of decreased subscriptions during the nine months period ended April 30, 2015 compared to the same period last year.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report for the nine months ended April 30, 2015 that they have substantial doubt that we will be able to continue as a going concern without further financing.
8
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund any future business opportunities.
Critical Accounting Policies
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its business.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of April 30, 2015, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
9
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
1. Quarterly Issuances:
On January 28, 2015, the Company issued 176,700,000 shares of common stock to shareholders for interest expense on notes previously issued that have not received principal or interest payments at fair value of $2,297,100.
On January 28, 2015, the Company issued 2,000,000 shares of common stock at a fair value of $0.005 for $10,000 cash.
On January 28, 2015, the Company issued 75,000,000 shares of common stock to employees and consultants for services at a fair value $803,000.
On March 20, 2015 the Company issued 19,000,000 shares of common stock. The issuance is related to debt settlement of $10,000 of loans payable with an unrelated party debt holder. The fair value of the shares issued was $68,400 valued at $0.0036 per share, using the closing price on the effective date of the agreement. The Company booked $58,400 as a loss on debt extinguishment.
During the nine months ended the Company issued 140,000,000 shares of common stock. The issuance is related to debt settlement of $6,800 of loans payable with two unrelated party debt holders. The fair value of the shares issued was $952,000, using the closing prices on the effective dates of the agreements. The Company booked $945,200 as a loss on debt extinguishment
10
2. Subsequent Issuances:
On May 8, 2015, the Company issued 90,000,000 shares of common stock in exchange for the cancellation of $900 of unrelated party loan payable.
On June 16, 2015, the Company issued 140,000,000 shares of common stock in exchange for the cancellation of $900 of unrelated party loan payable.
On July 22, 2015, the Company issued 20,000,000 shares of common stock in exchange for the cancellation of $4,000 unrelated party loan payable.
On July 22, 2015, the Company issued 180,000,000 shares of common stock in exchange for the cancellation of $9,000 of two unrelated party's loan payable.
On August 7, 2015, the Company cancelled 50,000,000 shares of common stock. The canceled shares were returned to treasury.
On August 7, 2015, the Company issued 47,151,000 shares of common stock in exchange for the cancellation of $5,847 unrelated party loan payable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
Not Applicable
None.
|
Description of Exhibits
|
|
|
3.1
|
Articles of Incorporation*
|
|
3.4
|
Bylaws*
|
|
14.1
|
Code of Ethics*
|
|
31.1
|
Certification of Chief Executive Officer and as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
* Incorporated by reference to our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on September 10, 2008.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
INDO GLOBAL EXCHANGE(S) PTE, LTD.
|
||
|
Date:
|
September 23, 2015
|
By:
|
/s/ John O'Shea
|
|
|
|
|
Name:
|
John O'Shea
|
|
|
|
|
Title:
|
Chief Executive Officer and Director
|
|
12