Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | ARGENTUM 47, INC. | ||
Entity Central Index Key | 0001533106 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,013,063 | ||
Entity Common Stock, Shares Outstanding | 552,034,409 | ||
Trading Symbol | ARGQ | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash & cash equivalents | $ 193,807 | $ 5,084 |
Accounts receivable | 13,679 | 30,888 |
Marketable securities at fair value | 1,458,848 | 2,029,340 |
Prepaids | 4,195 | 5,256 |
Other current assets | 4,732 | 7,373 |
Total current assets | 1,675,261 | 2,077,941 |
Non-Current Assets | ||
Investments at cost | 136 | |
Intangibles, net | 332,689 | |
Goodwill | 142,924 | |
Fixed assets, net | 5,180 | 2,067 |
Total non-current assets | 480,793 | 2,203 |
Total assets | 2,156,054 | 2,080,144 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 149,269 | 177,852 |
Accrued contingencies and penalties | 5,000 | |
Accounts payable and accrued liabilities - related parties | 170,216 | 238,965 |
Income tax payable | 2,832 | |
Accrued interest | 112,463 | 204,461 |
Notes payable | 260,584 | 340,673 |
Fixed price convertible notes payable - net of discount of $130,423 and $5,389, respectively | 1,757,617 | 401,161 |
Total current liabilities | 2,450,149 | 1,370,944 |
Non-Current Liabilities | ||
Payable for acquisition | 283,732 | |
Total non-current liabilities | 283,732 | |
Total liabilities | 2,733,881 | 1,370,944 |
Commitments and contingencies (Note 15) | ||
Stockholders' (Deficit) / Equity | ||
Common stock: 950,000,000 shares authorized; $0.001 par value: 525,534,409 and 525,534,409 shares issued and outstanding, respectively. | 525,534 | 525,534 |
Additional paid in capital | 10,188,062 | 9,868,862 |
Accumulated deficit | (11,353,215) | (10,914,391) |
Accumulated other comprehensive income | 13,592 | 1,181,795 |
Total stockholders' (deficit) / equity | (577,827) | 709,200 |
Total liabilities and stockholders' (deficit) / equity | 2,156,054 | 2,080,144 |
Convertible Series B Preferred Stock [Member] | ||
Stockholders' (Deficit) / Equity | ||
Preferred stock, 50,000,000 shares authorized, $.001 par value | 45,000 | 45,000 |
Convertible Series C Preferred Stock [Member] | ||
Stockholders' (Deficit) / Equity | ||
Preferred stock, 50,000,000 shares authorized, $.001 par value | $ 3,200 | $ 2,400 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt discount net | $ 130,423 | $ 5,389 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 525,534,409 | 525,534,409 |
Common stock, shares outstanding | 525,534,409 | 525,534,409 |
Convertible Series B Preferred Stock [Member] | ||
Preferred stock, shares designated | 45,000,000 | 45,000,000 |
Preferred stock, shares issued | 45,000,000 | 45,000,000 |
Preferred stock, shares outstanding | 45,000,000 | 45,000,000 |
Convertible Series C Preferred Stock [Member] | ||
Preferred stock, shares designated | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,200,000 | 2,400,000 |
Preferred stock, shares outstanding | 3,200,000 | 2,400,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 143,947 | $ 224,526 |
General and administrative expenses | 190,801 | 165,624 |
Compensation | 759,815 | 1,125,582 |
Professional services | 311,009 | 120,729 |
Depreciation | 2,282 | 9,349 |
Amortization of intangibles | 9,505 | |
Bad debt expense | 30,000 | 30,000 |
Total operating expenses | 1,303,412 | 1,451,284 |
Loss from operations | (1,159,465) | (1,226,758) |
Other income (expenses): | ||
Interest expense | (76,098) | (39,952) |
Amortization of debt discount | (120,505) | (125,512) |
Gain on sale of subsidiary | 23,052 | |
(Loss) / gain on available for sale marketable securities, net | (501,334) | 18,851 |
Impairment loss on investments at cost | (1,601,336) | |
Loss on conversion of notes into common stock | (642,542) | |
Gain / (loss) on extinguishment of debt and other liabilities | 243,364 | (113,148) |
Other income | 317 | |
Exchange rate loss | (6,778) | (996) |
Total other income (expenses) | (461,034) | (2,481,583) |
Loss before income tax | (1,620,499) | (3,708,341) |
Income tax expense | 2,832 | |
Net loss | $ (1,620,499) | $ (3,711,173) |
Net loss per common share - basic & diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic & diluted | 525,534,409 | 423,709,805 |
Comprehensive income / (loss): | ||
Net loss | $ (1,620,499) | $ (3,711,173) |
Unrealized fair value gain on available for sale marketable securities | 1,181,675 | |
Gain on foreign currency translation | 13,472 | 120 |
Comprehensive loss | $ (1,607,027) | $ (2,529,378) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) - USD ($) | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Total |
Balance at Dec. 31, 2016 | $ 45,000 | $ 374,476 | $ 8,197,449 | $ (7,203,218) | $ 1,413,707 | ||
Balance, shares at Dec. 31, 2016 | 45,000,000 | 374,475,775 | |||||
Series "C" convertible preferred stock issued as partial conversion of accrued salaries | $ 2,400 | 669,600 | 672,000 | ||||
Series "C" convertible preferred stock issued as partial conversion of accrued salaries, shares | 2,400,000 | ||||||
Common stock issued as partial conversion of a loan note | $ 151,058 | 953,059 | 1,104,117 | ||||
Common stock issued as partial conversion of a loan note, shares | 151,058,634 | ||||||
Common stock issued for services provided | |||||||
Beneficial conversion feature recorded on a loan note | $ 48,754 | 48,754 | |||||
Net loss | (3,711,173) | (3,711,173) | |||||
Unrealized fair value gain on available for sale marketable securities | 1,181,675 | 1,181,675 | |||||
Gain on foreign currency translation | 120 | 120 | |||||
Balance at Dec. 31, 2017 | $ 45,000 | $ 2,400 | $ 525,534 | 9,868,862 | (10,914,391) | 1,181,795 | 709,200 |
Balance, shares at Dec. 31, 2017 | 45,000,000 | 2,400,000 | 525,534,409 | ||||
Series "C" convertible preferred stock issued as partial conversion of accrued salaries | $ 800 | 319,200 | 320,000 | ||||
Series "C" convertible preferred stock issued as partial conversion of accrued salaries, shares | 800,000 | ||||||
Net loss | (1,620,499) | (1,620,499) | |||||
Unrealized fair value gain on available for sale marketable securities | |||||||
Cumulative effect adjustment | 1,181,675 | (1,181,675) | |||||
Gain on foreign currency translation | 13,472 | 13,472 | |||||
Balance at Dec. 31, 2018 | $ 45,000 | $ 3,200 | $ 525,534 | $ 10,188,062 | $ (11,353,215) | $ 13,592 | $ (577,827) |
Balance, shares at Dec. 31, 2018 | 45,000,000 | 3,200,000 | 525,534,409 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,620,499) | $ (3,711,173) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,282 | 9,349 |
Amortization of intangibles | 9,505 | |
Stock compensation | 160,000 | 432,000 |
Amortization of debt discount | 120,505 | 125,512 |
Loss / (gain) on available for sale marketable securities, net | 501,334 | (18,851) |
(Gain) / loss on extinguishment of debt and other liabilities | (243,364) | 113,148 |
Other income | (317) | |
Loss on conversion of notes into common stock | 642,541 | |
Gain on sale of subsidiary | (23,052) | |
Impairment loss on investments at cost | 1,601,336 | |
Bad debt expense | 30,000 | 30,000 |
Premium on stock settled debt | 28,538 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,236) | (39,088) |
Prepaids | 1,061 | 30,532 |
Other current assets | 2,641 | 870 |
Accounts payable and accrued liabilities | (43,594) | 146,717 |
Accrued contingencies and penalties | (5,000) | (1,361) |
Accounts payable and accrued liabilities - related parties | 91,251 | 425,217 |
Income tax payable | (2,832) | 2,832 |
Deferred revenue | (100,000) | |
Accrued interest | 42,346 | 11,414 |
Net cash used in operating activities: | (960,917) | (293,519) |
Cash Flows used in investing activities: | ||
Purchase of office furniture and equipment | (4,798) | (1,201) |
Payment for business acquisition | (175,710) | |
Cash acquired in acquisition | 4,743 | |
Proceeds from sale of marketable securities | 69,294 | 52,036 |
Net cash (used in) / provided by investing activities | (106,471) | 50,835 |
Cash flows from financing activities: | ||
Proceeds from loans - related parties | 12,663 | 49,130 |
Repayment of loans - related parties | (12,663) | (49,130) |
Proceeds from notes payable, net of debt issue cost | 1,642,501 | 181,125 |
Repayment of notes payable | (399,087) | |
Net cash provided by financing activities | 1,243,414 | 181,125 |
Net increase / (decrease) in cash | 176,026 | (61,559) |
Effect of Exchange Rates on Cash | 12,697 | 120 |
Cash at Beginning of Period | 5,084 | 66,523 |
Cash at End of Period | 193,807 | 5,084 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 26,191 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Notes payable and interest converted into common stock | 461,576 | |
Debt discount and issuance costs recorded on notes payable | 58,254 | |
Accounts payable and accrued salaries settled in series "C" preferred stock | 160,000 | 240,000 |
Transfer of investment from long term to short term | 136 | |
Liabilities transferred, net of assets sold in subsidiary sale | 23,052 | |
Non-cash assets acquired in acquisition | 7,169 | |
Non-cash portion allocated to intangibles acquired | 314,151 | |
Contingent consideration related to acquisition | 284,298 | |
Non-cash liabilities assumed in acquisition | $ 37,022 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Argentum 47, Inc., formerly Global Equity International Inc. (the “Company” or “ARG”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. On November 15, 2010, GEP executed a reverse recapitalization with ARG. On August 22, 2014, we formed a Dubai subsidiary of GEP called GE Professionals DMCC. On June 10, 2016, ARG incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited (“GEP EH”), under the laws of the Republic of Seychelles. On March 14, 2017, the Company´s board of directors unanimously voted to transfer the ownership of GE Professionals DMCC (Dubai) to GEP EH. On June 5, 2017, the Company sold 100% of the issued and outstanding common stock of GEP to a citizen of the Republic of Thailand by entering into a Stock Purchase and Debt Assumption Agreement. On December 12, 2017, ARG incorporated another wholly owned subsidiary, called Argentum 47 Financial Management Limited (“Argentum FM”), under the Companies Act 2006 of England and Wales as a private limited company. Argentum FM was formed to serve as a holding Company for the acquisition of various advisory firms. On March 29, 2018, the Company formally changed its name from Global Equity International, Inc. to Argentum 47, Inc. On August 1, 2018, Argentum FM entered into a Share Purchase Agreement with a third party, pursuant to which Argentum FM acquired 100% of the ordinary shares of Cheshire Trafford (U.K.) Limited of Hull, United Kingdom (“Cheshire Trafford”). Cheshire Trafford was incorporated under the laws of the United Kingdom on January 26, 1976, as a limited liability company. On March 18, 2019, the Board of Directors of GEP Equity Holdings Limited decided to commence the process to formally and legally liquidate GE Professionals DMCC with an effective date of March 31, 2019. The Company´s consolidated revenues are generated from business consulting services, employment placement services and by acting as broker for sale of Lump Sum or Single Premium Insurance Policies and/or the sale of Regular Premium Investment or Insurance Policies that are issued by third party insurance companies. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2 - Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All amounts in the consolidated financial statements are stated in U.S. dollars. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $1,620,499 and net cash used in operations of $960,917 for the year ended December 31, 2018; working capital deficit, stockholder’s deficit and accumulated deficit of $774,888, $577,827 and $11,353,215 as of December 31, 2018. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability for the Company to continue its operations is primarily dependent on management’s plans as follows: a) Continually engaging with new clients. b) Consummating and executing current engagements. c) Maximizing the acquired financial advisory revenues. d) Continuing to receive fixed funding, via equity or debt, for acquisition and growth. e) Acquiring and managing various financial advisory firms with funds under administration located around the globe. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4 - Summary of Significant Accounting Policies Principles of Consolidation Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum FM”). Up to June 5, 2017, ARG also owned 100% shareholding of a subsidiary called Global Equity Partners Plc., which was sold on June 5, 2017 pursuant to a stock purchase and debt assumption agreement. GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). Argentum FM is the parent company of its 100% owned subsidiary, Cheshire Trafford U.K. Limited (UK) from August 1, 2018 pursuant to a Share Purchase Agreement dated August 1, 2018. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include accounts receivable and related revenues for our subsidiary, Cheshire Trafford, allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation period of fixed assets, valuation of fair value of assets acquired and liabilities assumed of acquired businesses, fair value of business purchase consideration, valuation allowance on deferred tax assets, derivative valuations and equity valuations for non-cash equity grants. Risks and Uncertainties The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai and also has a presence in the United Kingdom. Segment Reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2018 and 2017, the Company had no cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at December 31, 2018 and 2017. However, there were direct write offs of $30,000 and $30,000 during the year ended December 31, 2018 and 2017, respectively. Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s UK subsidiaries is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. Investments (A) Classification of Securities Marketable Securities As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, our management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018, using the modified retrospective method. At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain (loss) on available for sale marketable securities, net.” Therefore, no gain/loss is recognized on the sale of securities. Cost Method Investments Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing. (B) Other than Temporary Impairment The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company recorded a permanent impairment of $1,601,336 during the year ended December 31, 2017. The Company did not record any such impairment during the year ended December 31, 2018. Fixed Assets Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Valuation of Derivative Instruments ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. Business combinations The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. Where applicable, the consideration for the acquisition includes amounts resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates at fair value, with changes in fair value recognized in profit or loss. The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date, resulting in a final valuation, and is subject to a maximum of one year from acquisition date. Goodwill and Other Intangible Assets In accordance with ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. For the purpose of impairment testing, goodwill is allocated to each of the group’s reporting units expected to benefit from the synergies of the combination. Reporting units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss calculated as the amount by which the carrying value exceeds the fair value is recorded to goodwill but cannot exceed the goodwill amount. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary or the relevant reporting unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Revenue Recognition As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized. Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources, Human Resources / Employment Placements and arranging third party insurance policies. Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue when (or as) each performance obligation is satisfied. The Company has generated its revenue by providing following services: a) Business consulting services including advisory services to various clients. b) Employment placement services. c) Earning commissions from insurance companies on insurance policy sales and renewals, which are based on a percentage of the insurance products sold. Most of the Company´s business consultancy and advisory services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. Our employment placement contracts are based on fixed fee arrangements only. In addition, the Company generates initial and trail commissions by acting as a broker of third party lump sum or single premium insurance policies and regular premium investment or insurance policies. Fees from clients for advisory and consulting services are dependent on the extent and value of the services provided. The Company recognizes revenue when the promised services are rendered to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company´s estimates of the total services to be provided under the engagement. Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognizes revenue earned to date by applying the input method. Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues, a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client pre-payments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. We receive consideration in the form of cash and/or securities. We measure securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. For the years ended December 31, 2018 and 2017, the Company had the following concentrations of revenues with customers: Customer Location December 31, 2018 December 31, 2017 SCL United Kingdom 0 % 4.45 % TLF United Arab Emirates 0 % 5.73 % VME Oman 0 % 1.92 % AGL United Arab Emirates 0 % 1.82 % SAC United Kingdom / Norway 0 % 44.54 % FAD Saudi Arabia 0 % 10.10 % FAT United Arab Emirates 0 % 1.89 % DUO Sri Lanka 1.39 % 1.69 % EEC United Arab Emirates 20.35 % 24.80 % OCS Saudi Arabia / Thailand 11.15 % 3.06 % GRL United Kingdom 20.84 % 0 % CT clients (see below) United Kingdom 46.27 % 0 % 100.00 % 100.00 % For the post acquisition five months ended December 31, 2018, the Company had following concentrations of revenues regarding insurance brokerage business, which is 46.27% of the consolidated revenues of the Company: Five months ended December 31, 2018 Initial advisory fees 30.06 % Ongoing advisory fees 10.57 % Renewal commissions 17.57 % Trail or recurring commissions 39.85 % Other revenue 1.95 % 100.00 % At December 31, 2018 and 2017, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2018 December 31, 2017 EEC 0 % 94.82 % DUO 0 % 5.18 % OMI IRE 30.94 % 0 % CLI 16.62 % 0 % OMW 16.55 % 0 % AJB 6.02 % 0 % SW 5.41 % 0 % OMI IOM 4.51 % 0 % LIA 4.36 % 0 % RL 3.36 % 0 % Others 12.23 % 0 % 100.00 % 100.00 % Deferred Revenue Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the year ended December 31, 2018 and 2017: Balance, December 31, 2016 $ 200,000 New payments received during the year - Cash deferred revenue recognized as revenue during the year (100,000 ) Deferred revenue eliminated due to the stock purchase and debt assumption agreement (See Note 5) (100,000 ) Balance, December 31, 2017 $ - New payments received during the year - Cash deferred revenue recognized as revenue during the year - Balance, December 31, 2018 $ - Share-based payments The Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts recorded prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. When computing fair value, the Company considered the following variables: ● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. ● The expected term is developed by management estimate. ● The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. ● The expected volatility is based on management estimates which are based upon our historical volatility. ● The forfeiture rate is based on historical experience. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. On November 15, 2010, the date of the reverse recapitalization, the Company became subject to U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued as of December 31, 2017. As changes in tax laws are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2018, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties related to unrecognized tax benefits in income tax expense. There were no penalties or interest related to income tax positions for the years ended December 31, 2018 and 2017. However, during the year ended December 31, 2017, we accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. (See Note 9(B)) The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2016, 2017 and 2018 tax years. The Company’s two subsidiaries, Global Equity Partners Plc. (sold and ceased to be a subsidiary on June 5, 2017) and GEP Equity Holdings Limited, were incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is only subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that does not do business in Seychelles, is not subject to income tax there. None of these two subsidiaries did business in Seychelles for the years ended December 31, 2018 and 2017, and do not intend to do business in Seychelles in the future. Accordingly, the Company is not subject to income tax in Seychelles for the years ended December 31, 2018 and 2017. All business activities were performed by GEP Equity Holdings Limited in Dubai for the years ended December 31, 2018 and 2017. Dubai does not have an income tax. Regarding UK subsidiaries, Argentum 47 Financial Management Limited, was incorporated under the laws of England and Wales on December 12, 2017. There was no business transacted from this subsidiary during the year ended December 31, 2018 and 2017 as it is just a holding company for UK subsidiaries, hence there is no income tax impact during the year ended December 31, 2018 and 2017. Cheshire Trafford UK Limited was acquired, through Argentum 47 Financial Management Limited, on August 1, 2018 and is subject to the laws of the United Kingdom. Under the Corporation Tax Act, 2010 as applicable in the United Kingdom, income tax is to be calculated based on 19% of the taxable income. Earnings per Share The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As at December 31, 2018 and 2017, the Company had common stock equivalents of 94,401,975 and 45,828,807 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 9(F). As at December 31, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 690,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 11(A). Number of Common Shares December 31, 2018 December 31, 2017 Potential dilutive common stock Convertible notes 94,401,975 45,828,807 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 240,000,000 Total potential dilutive common stock 864,401,475 735,828,807 Weighted average number of common shares – Basic 525,534,409 Weighted average number of common shares – Dilutive 1,389,936,384 As of December 31, 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock could not be any earlier than September 27, 2020. Comprehensive Income / (Loss) The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through December 31, 2018, includes only foreign currency translation gain, and is presented in the Company’s consolidated statements of operations and comprehensive income (loss). Pursuant to ASU 2016-01, the Company reclassified the opening balance of unrealized gain on available for sale marketable securities from other comprehensive income to retained earnings as a cumulative effect adjustment as at January 1, 2018. Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2018 and 2017 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2016 $ - $ - $ - Net current-period other comprehensive income 120 1,181,675 1,181,795 Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive loss before reclassification 13,472 - 13,472 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive income 13,472 (1,181,675 ) (1,168,203 ) Balance, December 31, 2018 $ 13,592 $ - $ 13,592 Fair Value of Financial Assets and Liabilities The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts reported in the balance she |
Sale of Subsidiary
Sale of Subsidiary | 12 Months Ended |
Dec. 31, 2018 | |
Sale Of Subsidiary | |
Sale of Subsidiary | Note 5 – Sale of Subsidiary On June 5, 2017, the Company completed a corporate divestiture by entering into a Stock Purchase and Debt Assumption Agreement with a non-affiliate individual, pursuant to which the Company sold 100% of the issued and outstanding common stock of its wholly-owned subsidiary, Global Equity Partners Plc. (“GEP”), to a citizen of the Republic of Thailand (acquirer). The consideration for the purchase of GEP by the acquirer was his assumption of all liabilities and indebtedness of GEP in the approximate amount of $626,052. No cash consideration was paid to the Company by the acquirer. Under the terms of the agreement, the acquirer also acquired portfolio of following investments in common shares of various companies owned by GEP: Company No. of Shares Book value Status M1 Lux AG 2,000,000 $ - Private Company Monkey Rock Group Inc. 1,500,000 - Reporting Company – OTC Voz Mobile Cloud Limited 3,200,000 - Private Company Arrow Cars International Inc. 3,000,000 3,000 Private Company Direct Security Integration Inc. 400,000 - Private Company Primesite Developments Inc. 600,000 600,000 Private Company 10,700,000 $ 603,000 The Company recorded a gain of $23,052 in connection with this transaction which is included in other income (expenses) in the Consolidated Statement of Operations for the year ended December 31, 2017. The book values of assets sold and liabilities transferred are presented below: Liabilities assumed by the purchaser Accounts payable $ 114,780 Deferred revenue 100,000 Accrued liabilities 184,656 Accrued interest 106,196 Note Payable 120,420 $ 626,052 Less: Assets transferred to the acquirer (as stated above) $ 603,000 Net gain on sale of subsidiary $ 23,052 |
Acquisition of Cheshire Traffor
Acquisition of Cheshire Trafford U.K. Limited | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Cheshire Trafford U.K. Limited | Note 6 – Acquisition of Cheshire Trafford U.K. Limited On August 1, 2018, the Company completed the acquisition of Cheshire Trafford (UK) Limited (“Cheshire Trafford”) pursuant to a Share Purchase Agreement dated as of August 1, 2018 and acquired 100% of the ordinary shares of Cheshire Trafford. Cheshire Trafford acts as a broker for the sale of Lump Sum or Single Premium Insurance Policies and Regular Premium Investment or Insurance Policies that are issued by reputable third party insurance companies. The Company acquired Cheshire Trafford to enter into the advisory business and meaningfully enhance the Company’s position in this industry. The Company has included the financial results of Cheshire Trafford in the consolidated financial statements from the date of acquisition. These results include approximately $66,613 in revenue and $30,242 in net loss. The purchase consideration for the acquisition of Cheshire Trafford is based on a formula of 2.7 times Cheshire Trafford’s projected annual recurring revenues for the calendar year ending December 31, 2018. We took the gross revenues of Cheshire Trafford for the five months ended May 31, 2018, and annualized those recurring revenues and multiplied those revenues by 2.7 times in arriving at the contractual purchase consideration of $516,795. The purchase consideration is payable in following three installments: ● The first installment of $175,710 has been paid upon closing of the transaction. ● The second installment of $170,542 is due 18 months after the acquisition date. ● The third installment of $170,542 is due 36 months after the acquisition date. The second and third installments could be reduced (but not increased) in the event that Cheshire Trafford’s trailing or recurring revenues are less than agreed recurring income target of GBP 144,185 during the 12 month period commencing on the Acquisition date, hence these two installments are treated as a contingent purchase consideration. Based on the historical data available regarding the recurring/trail revenues of Cheshire Trafford, Management believes that there is a 95% probability that Cheshire Trafford will achieve the recurring income target of GBP 144,185 during the 12 month period ending on July 31, 2019. Hence, the contingent purchase consideration is adjusted to take into account this probability factor. In addition, to calculate the fair value of the contingent purchase consideration, our Management has discounted the remaining two installments of $341,084 to be paid, at a discount rate of 6% (our borrowing rate for the purpose of acquisitions) to arrive at the present value of $284,298 at the acquisition date. Total fair value of the purchase consideration is as follows: Fair Value Cash payment $ 175,710 Fair value of contingent consideration 284,298 Total Fair Value of Purchase Consideration $ 460,008 Below table depicts the allocation of fair value of the purchase consideration to the fair value of the net assets of Cheshire Trafford at the acquisition date: Assets acquired Fair Value Cash $ 4,743 Accounts receivable – net 6,555 Intangibles – customer list 342,194 Goodwill 142,924 Property and equipment, net 614 497,030 Liabilities assumed Accounts payable and accrued liabilities 4,012 Due to director of Cheshire Trafford 33,010 (37,022 ) Purchase consideration allocated $ 460,008 This acquisition was accounted for under the acquisition method of accounting. Accordingly, the Company recognized amounts for identifiable assets acquired and liabilities assumed at their initial estimated acquisition date fair values. During the purchase price measurement period, which may be one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations. The excess of the purchase consideration over the fair value of assets acquired, net of liabilities assumed was initially recognized as the fair value of customer list intangible asset totaling to $485,118. Upon finalizing the fair value of customer list intangible based on the Multi Period Excess Earnings Model, Management believed that fair value of the customer list intangible asset amounted to $342,194 and the remaining $142,924 is recognized as goodwill as at December 31, 2018. This intangible asset will be amortized on a straight line basis over a life of 15 years which is the average service duration of a customer that has invested with Cheshire Trafford. Estimated life of intangibles 15 years Fair value of customer list intangible asset at date of acquisition $ 485,118 Fair value adjustment at December 31, 2018 (142,924 ) Adjusted fair value of customer list intangible asset at December 31, 2018 $ 342,194 Amortization charge for 5 months ended December 31, 2018 (9,505 ) Net Book Value at December 31, 2018 $ 332,689 The Company shall record acquisition and transaction related expenses in the period in which they are incurred. During the year ended December 31, 2018, acquisition and transaction related expenses primarily consisted of accountant fees of approximately $23,000 on account of acquisition audits and legal fees of $8,456 paid to attorneys in UK for finalization of share purchase agreements. These expenses are included in the Company’s consolidated statements of operations as professional services. The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Cheshire Trafford had occurred as of the beginning of the following periods: Twelve Months Ended December 31, 2018 Twelve Months Ended December 31, 2017 Net revenues $ 240,153 $ 418,057 Net loss $ (1,633,243 ) $ (3,741,573 ) Net loss per share $ (0.00 ) $ (0.01 ) Unaudited pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Note 7 – Investments A. Marketable Securities at Fair Value Following is the summary of Company’s investment in marketable securities at fair value as at December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Company No. of Shares Book value No. of Shares Book value Duo World Inc. (DUUO) 5,835,392 $ 1,458,848 3,382,233 $ 2,029,340 5,835,392 $ 1,458,848 3,382,233 $ 2,029,340 During the year ended December 31, 2017, one of the Company’s investments commenced trading on OTC Markets; hence, we reclassified this investment of 3,481,133 common shares amounting to $880,850 to marketable securities. During the year ended December 31, 2017, the Company sold 98,900 common shares of this particular investment at various fair values recognizing a gain on sale of investment of $18,851. At December 31, 2017, the Company revalued the remaining 3,382,233 common shares at their quoted market price of $0.60 per share, $2,029,340; hence, recording an unrealized gain of $1,181,675 into accumulated other comprehensive income, a component of equity. On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo World Inc. valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc. having the same cost basis of $136; no gain or loss was recorded on this conversion. (See Note 7(B)) On May 31, 2018, the Company received common stock dividend of 1,187,059 common shares of Duo World Inc. based on the stock split ratio of 4:5. There was no net accounting effect of the receipt of these shares. On June 28, 2018, the Company sold 200 common shares of Duo World Inc. at $0.60 per share or $120. During the quarter ended September 30, 2018, the Company sold 99,700 common shares of Duo World Inc. at various selling prices totaling to $69,174. At December 31, 2018, the Company revalued 5,835,392 common shares to their fair value of $0.25 per share, totaling $1,458,848. As a result of year end revaluation at December 31, 2018 and sale of common stock during the year ended December 31, 2018, the Company recorded a net loss on available for sale marketable securities of $501,334 into the consolidated statement of operations. B. Investments at Cost The Company, through its subsidiary GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies as at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Company No. of Shares Book value No. of Shares Book value Status Primesite Developments Inc. 5,006,521 $ - 5,006,521 $ - Private Company Quartal Financial Solutions AG 2,271 - 2,271 - Private Company 5,008,792 $ - 5,008,792 $ - The Company, through its subsidiary GEP Equity Holdings Limited, holds the following preferred equity securities in private and reporting companies as at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Company No. of Shares Book value No. of Shares Book value Status Duo World Inc. - $ - 136,600 $ 136 Reporting Company – OTC Primesite Developments Inc. 450,000 - 450,000 - Private Company 450,000 $ - 586,600 $ 136 On June 5, 2017, the Company sold 10,700,000 common securities of different companies having a book value of $603,000 pursuant to the stock purchase and debt assumption agreement. (See Note 5). During the year ended December 31, 2017, the Company also reclassified one of its investments in common shares to marketable securities, a current asset, valued at fair value. (See Note 7 (A)) At December 31, 2017, out of prudence, management decided to fully impair the investment in common & preferred stock of Primesite Developments Inc. and common stock of Quartal Financial Solutions Inc. amounting to $1,181,971 and $419,365 respectively, because management of both companies has proven non-responsive during the entire third and fourth quarters of 2017. On January 12, 2018, the Company converted its investment in 136,600 preferred shares of Duo valued at cost of $0.001 per share or $136 to 1,366,000 common shares of Duo World Inc., having the same cost basis of $136; no gain or loss was recorded on this conversion. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8 – Fixed Assets Following table reflects net book value of fixed assets as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Useful Life Furniture and Equipment $ 44,813 $ 40,016 3 to 5 years Accumulated depreciation (40,159 ) (37,949 ) Net book value of CT fixed assets (see below) 526 - 3 to 10 years Net fixed assets $ 5,180 $ 2,067 Depreciation expense for the years ended December 31, 2018 and 2017 was $2,282 and $9,349, respectively. The following table reflects net book value of Cheshire Trafford’s fixed assets as of December 31, 2018: Furniture and fixtures Computer equipment Total Cost Balance as at August 1, 2018 $ 22,137 $ 16,107 $ 38,244 Translation rate differences (607 ) (441 ) (1,048 ) Balance as at December 31, 2018 $ 21,530 $ 15,666 $ 37,196 Accumulated depreciation Balance as at August 1, 2018 $ 21,522 $ 16,107 $ 37,629 Depreciation charge for the period 72 - 72 Translation rate differences (590 ) (441 ) (1,031 ) Balance as at December 31, 2018 21,004 15,666 36,670 Net book value as at December 31, 2018 $ 526 $ - 526 |
Debt, Accounts Payable and Accr
Debt, Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt, Accounts Payable and Accrued Liabilities | Note 9 – Debt, Accounts Payable and Accrued Liabilities (A) Accounts Payable and Other Accrued Liabilities The following table represents breakdown of accounts payable and accrued liabilities as of December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Accrued salaries and benefits $ 86,418 $ 113,770 Accounts payable and other accrued liabilities 62,851 64,082 $ 149,269 $ 177,852 (B) Accrued Contingencies and Penalties At December 31, 2017, the Company accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. On January 19, 2018, the Company paid the entire outstanding penalty of $5,000 and the interest amounting to $390 to the IRS. (C) Accounts Payable and Accrued Liabilities – Related Parties The following table represents the accounts payable and accrued expenses to related parties as of December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Accrued salaries and benefits $ 161,823 $ 233,869 Expenses payable 8,393 5,096 $ 170,216 $ 238,965 On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. Each of the preferred C preferred stock is convertible to 100 common shares, resulting in an equivalent 240,000,000 common stock having a fair value of $672,000, thereby recognizing additional stock based compensation of $432,000. (See Note 11 (A)). As a result of this conversion, the Company issued following series “C” preferred stock to its officers and directors: ● 1,000,000 series “C” preferred shares to the Company´s CEO, having a par value of $0.001 per share or $1,000 for his accrued salary balance of $100,000. The equivalent common stock issued would be 100,000,000 having a fair value of $0.0028 per share or $280,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $180,000. ● 1,000,000 series “C” preferred shares to the Company´s CFO, having a par value of $0.001 per share or $1,000 for his accrued salary balance of $100,000. The equivalent common stock issued would be 100,000,000 having a fair value of $0.0028 per share or $280,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $180,000, and ● 400,000 series “C” preferred shares to the Company´s managing director, having a par value of $0.001 per share or $400 for his accrued salary balance of $40,000. Equivalent common stock issued would be 40,000,000 having a fair value of $0.0028 per share or $112,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $72,000. On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $160,000 to 800,000 Series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of preferred stock. Each share of the Series “C” preferred stock is convertible into 100 common shares, resulting in an equivalent 80,000,000 shares of common stock having a fair value of $320,000, thereby recognizing additional stock based compensation of $160,000. (See Note 11 (A)). As a result of this conversion, the Company issued following shares of Series “C” preferred stock to its officers and directors: ● 400,000 shares of Series “C” preferred stock to the Company´s CEO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $80,000, and ● 400,000 shares of Series “C” preferred stock to the Company´s CFO, having a par value of $0.001 per share or $400 for his accrued salary balance of $80,000. The equivalent common stock issued would be 40,000,000 having a fair value of $0.004 per share or $160,000 at the date of issuance of preferred stock, thereby recognizing a stock based compensation of $80,000. (D) Loans Payable – Related Parties The Company received short-term loans from one of its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity as of December 31, 2018 and 2017: Balance, December 31, 2016 $ - Proceeds from loans 49,130 Repayments (49,130 ) Balance, December 31, 2017 $ - Proceeds from loans 12,663 Repayments (12,663 ) Balance, December 31, 2018 $ - (E) Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2017: Date of Note Principal Accrued Interest Total October 17, 2013 – EDEN $ 319,598 $ 160,402 $ 480,000 November 26, 2013 – JSP - 37,971 37,971 November 3, 2017 – MPD 21,075 5,269 26,344 Balance – December 31, 2017 $ 340,673 $ 203,642 $ 544,315 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 5,029 $ 315,613 ● On October 9, 2013, the Company secured a two-month loan for GBP 75,000 (equivalent to $120,420) with the understanding that the Company will issue 10,000 common restricted shares, issued to the lender on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 common restricted shares and for this the lender agreed to a five-month extension. This stock compensation was issued to the lender also on December 12, 2013. Total accrued interest as at December 31, 2016 was $106,196. The Company also accrued $184,656 provision for potential damages due to the litigation in the Dubai Courts as of December 31, 2016. On June 5, 2017, a citizen of Republic of Thailand assumed the above principal loan amount of $120,420, accrued interest of $106,196 and accrued damages of $184,656 by way of a stock purchase and debt assumption agreement. Hence the Company’s liabilities in respect of this loan were transferred to the acquiring individual. (See Note 5) ● On October 17, 2013, the Company secured a non-convertible three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of an investment we held then in a company called Direct Security Integration Inc. and the note holder is currently trying to sell these shares. The shares used as a form of guarantee formed part of the assets of our Company at that time but are not considered an asset since the date we provided them to the lender as we were no longer in control of such shares. On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company was now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. On December 21, 2015, the Company repaid the first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. On September 30, 2018, the Company and the lender agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay GBP 220,000 or $286,642 as full and final payment regarding this loan. This repayment will not accrue any further interest or penalties. Both parties also agreed on a repayment plan of $3,000 monthly payment commencing on the date of signature of this addendum and additional ad hoc interim payments will be made to fully settle this loan within 36 months of this addendum dated September 30, 2018. During the year ended December 31, 2018, the Company repaid three monthly payments totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $17,058 as of December 31, 2018. ● On August 25, 2016, the Company secured a six-month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. On February 23, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC for $167,500 dated August 25, 2016. See Note 9 (F). During the year ended December 31, 2017, $1,667 of the debt issuance costs and $12,500 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0. Balance at December 31, 2016 $ 153,333 Amortization of OID and issuance costs during the year 14,167 Exchange of Note dated February 23, 2017 (See Note 9 (F)) (167,500 ) Balance at December 31, 2017 $ - ● On October 13, 2016, the Company secured a six-month non-convertible loan for $135,000 carrying an original issue discount of $30,000. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. On April 13, 2017, after receipt of $135,000 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in a promissory note, initially issued by the Company to St. George Investments LLC amounting to $135,000 on October 13, 2016. See Note 9 (F) During the year ended December 31, 2017, $2,917 of the debt issuance costs and $17,500 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0. Balance at December 31, 2016 $ 114,584 Amortization of OID and issuance costs during the year 20,416 Exchange of Note dated April 13, 2017 (See Note 9 (F)) (135,000 ) Balance at December 31, 2017 $ - ● On December 6, 2016, the Company secured a six-month non-convertible loan for $167,500 carrying an original issue discount of $37,500. In addition, the company agreed to pay $5,000 to the note holder to cover their legal costs and the interest will not be accrued on the outstanding principal balance unless an event of default occurs. On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC for $167,500 dated December 6, 2016. See Note 9 (F). During the year ended December 31, 2017, $4,167 of the debt issuance costs and $31,250 of the debt discount balance was amortized to income statement, leaving an unamortized issue cost and discount balance of $0. Balance at December 31, 2016 $ 132,083 Amortization of OID and issuance costs during the year 35,417 Exchange of Note dated June 5, 2017 (See Note 9 (F)) (167,500 ) Balance at December 31, 2017 $ - ● On November 3, 2017, the Company secured from a private individual, a two-month non-convertible loan amounting to $16,000 GBP (equivalent to $21,075). The Company agreed to pay one-off interest amounting to GBP 4,000 (equivalent to $5,269) upon maturity of the loan. During the year ended December 31, 2017, the Company recorded $5,269 as interest expense. Due to default in payment on due date, the Company recorded additional interest of $1,689 during the year ended December 31, 2018, making the total accrued interest balance of $6,958. On January 19, 2018, the Company fully repaid principal loan amount of $21,075 and accrued interest of $6,958. (F) Fixed Price Convertible Notes Payable Following is the summary of all fixed price convertible notes, net of debt discount, including the accrued interest as at December 31, 2017: Date of Note Principal and premium Discount Principal, net of discount and premium Accrued Interest Total July 1, 2016 - Mammoth Corp. $ - $ - $ - $ - $ - February 6, 2017 – MPD - - - - - February 23, 2017 - Mammoth Corp. - - - - - April 13, 2017 - Mammoth Corp. - - - - - June 5, 2017 - Mammoth Corp. 248,737 - 248,737 - 248,737 August 9, 2017 - Mammoth Corp. 76,275 2,889 73,386 - 73,386 November 15, 2017 – Power up Lending 81,538 2,500 79,038 819 79,857 Balance, December 31, 2017 $ 406,550 $ 5,389 401,161 $ 819 $ 401,980 Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at December 31, 2018: Date of Note Principal Discount Principal, net of discount Accrued Interest Total January 17, 2018 - Xantis PE Fund $ 400,000 $ 1,500 $ 398,500 $ 23,277 $ 421,777 January 23, 2018 - William Marshal Plc. 100,000 - 100,000 5,819 105,819 June 8, 2018 - Xantis AION Sec Fund 735,000 50,824 684,176 25,010 709,186 October 10, 2018 - Xantis AION Sec Fund 653,040 78,099 574,941 3,328 578,269 Balance, December 31, 2018 $ 1,888,040 $ 130,423 $ 1,757,617 $ 57,434 $ 1,815,051 ● On July 1, 2016, after receipt of $148,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC for $148,500 dated April 28, 2016. The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9-month convertible promissory note amounting to $163,350 dated July 1, 2016. The terms of this exchanged note were a one-time 10% increase in the principal loan of $14,850, increasing the principal sum from $148,500 to $163,350. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. The fair value of stock as on the date of exchange was $0.0197. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of the Company´s stock as on July 1, 2016. The Company accounted for the difference arising due to BCF amounting to $25,944 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated April 28, 2016 and $14,850 was further recognized as loss on debt extinguishment. On September 16, 2016, the note holder partially converted $59,500 of the note to the common shares of the Company at an agreed fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,500,000 common shares to Mammoth Corporation. On December 1, 2016, the note holder partially converted $53,850 of the note to the common shares of the Company at an agreed fixed price of $0.017 per share. As a result of this conversion, the Company issued 3,167,647 common shares to Mammoth Corporation. On February 2, 2017, the Company issued 5,000,000 common shares to Mammoth Corporation in order to settle remaining payable balance in full amounting to $50,000. The Company verbally agreed to a conversion price of $0.01 per share other than the contractual fixed price of $0.017 per share, in order to fully settle this obligation; thereby $39,324 was recognized as a loss on conversion of this note and remaining debt discount balance arising due to BCF amounting to $2,647 was fully amortized on the date of final conversion. ● On February 6, 2017, the Company secured from a private individual, a nine-month fixed price convertible loan amounting to $60,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.012 per share. Fair value of the Company´s stock as on the date of the note was $0.0198. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of the Company´s stock as on February 6, 2017. The Company accounted for the difference arising due to BCF amounting to $39,000 as a debt discount with a corresponding effect to additional paid in capital. During the year ended December 31, 2017, the company fully amortized $39,000 of debt discount balance arising due to BCF. The company further recorded an interest expense of $5,326 during the year ended December 31, 2017. On December 27, 2017, the noteholder decided to exercise his right of conversion of debt into common stock, hence the Company issued 5,443,836 common shares at an agreed conversion price of $0.012 per share amounting to $65,326. Fair value of the 5,443,836 common stock issued on the conversion date was $0.0051 per share or $27,764. Therefore, the company recognized $37,562 as a gain on conversion of this note. ● On February 23, 2017, St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC in the amount of $167,500 dated August 25, 2016. See Note 9 (E). The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated February 23, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.017. Fair value of the Company stock as on the date of the note was $0.0179. This indicated a beneficial conversion feature (BCF) of the Note as the conversion price is lower than the fair value of the Company stock as on February 23, 2017. The Company accounted for the difference arising due to BCF amounting to $9,754 as a debt discount with a corresponding effect to additional paid in capital. Interest on unpaid principal balance shall not accrue during the term of the note unless an event of default occurs. The Company accounted for this exchange as a debt extinguishment of previous note dated August 25, 2016 and $16,750 was recognized as loss on debt extinguishment. On March 28, 2017, the note holder partially converted $50,000 of the note to the common shares of the Company at a conversion price of $0.0080925 per share, this particular conversion price was less than the agreed fixed price of $0.017, due to the note entering into temporary default. As per the agreement, an event of default occurs when the closing bid price of the Company stock falls below the agreed level of $0.0135. This default clause can be remedied by trading over $0.0135 for 4 consecutive trading days. As a result of this conversion, the Company issued 6,178,560 common shares to Mammoth Corporation and $40,305 was recognized as a loss on conversion of this note. On April 13, 2017, the note holder partially converted $67,125 of the note to the common shares of the Company at a conversion price of $0.006565 per share. This conversion price was less than the agreed fixed price of $0.017, due to the note entering into temporary default. As a result of this conversion, the Company issued 10,224,676 common shares to Mammoth Corporation and $66,527 was recognized as a loss on conversion of this note based on the fair value of the common shares totaling to $133,652. On May 12, 2017, the note holder partially converted $33,562 of the note to the common shares of the Company at a conversion price of $0.00429 per share. This conversion price was less than the agreed fixed price of $0.017, due to the note entering into temporary default. As a result of this conversion, the Company issued 7,823,310 common shares to Mammoth Corporation and $54,981 was recognized as a loss on conversion of this note based on the fair value of the common shares totaling to $88,543. On June 2, 2017, the note holder converted remaining balance of the note amounting to $33,563 to the common shares of the Company at a conversion price of $0.003575 per share. This conversion price was less than the agreed fixed price of $0.017, due to the note entering into temporary default. As a result of this conversion, the Company issued 9,388,252 common shares to Mammoth Corporation and $58,570 was recognized as a loss on conversion of this note based on the fair value of the common shares totaling to $92,133. During the year ended December 31, 2017, the company fully amortized $9,754 of debt discount balance arising due to BCF, leaving un-amortized debt discount balance of $0 as of December 31, 2017. ● On April 13, 2017, after receipt of $135,000 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC for $135,000 dated October 13, 2016. See Note 9 (E). The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $162,000 dated April 13, 2017. The terms of this exchanged note were a one-time 20% increase in the principal loan of $27,000, increasing the principal sum from $135,000 to $162,000. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company´s stock as on the date of exchange was $0.0106. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on April 13, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated October 13, 2016 and $27,000 was recognized as loss on debt extinguishment. On July 10, 2017, the note holder partially converted $23,400 of the note to the common shares of the Company at a conversion price of $0.00234 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 10,000,000 common shares to Mammoth Corporation and $31,395 was recognized as a loss on conversion of this note based on the 0.0039 per share fair value of the 8,050,000 excess common shares issued. On August 2, 2017, the note holder partially converted $20,400 of the note to the common shares of the Company at a conversion price of $0.00204 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 10,000,000 common shares to Mammoth Corporation and $31,540 was recognized as a loss on conversion of this note based on the 0.0038 per share fair value of the 8,300,000 excess common shares issued. On September 11, 2017, the note holder partially converted $33,800 of the note to the common shares of the Company at a conversion price of $0.00169 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 20,000,000 common shares to Mammoth Corporation and $68,733 was recognized as a loss on conversion of this note based on the 0.004 per share fair value of the 17,183,333 excess common shares issued. On October 25, 2017, the note holder partially converted $21,600 of the note to the common shares of the Company at a conversion price of $0.00108 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 20,000,000 common shares to Mammoth Corporation and $38,220 was recognized as a loss on conversion of this note based on the 0.0021 per share fair value of the 18,200,000 excess common shares issued. On December 4, 2017, the note holder converted remaining note balance amounting to $62,800 to the common shares of the Company at a conversion price of $0.0013362 per share. This conversion price was less than the agreed fixed price of $0.012, due to the note entering into temporary default. As a result of this conversion, the Company issued 47,000,000 common shares to Mammoth Corporation and $250,600 was recognized as a loss on conversion of this note based on the 0.006 per share fair value of the 41,766,667 excess common shares issued. After this final conversion pertaining to this note, the outstanding convertible note balance amounted to $0 as of December 31, 2017. ● On June 5, 2017, after receipt of $167,500 from Mammoth Corporation (New Lender), St. George (Previous Lender) assigned and transferred to the Mammoth Corporation all of its rights, title and interest in and to the promissory note initially issued by the Company to St. George Investments LLC for $167,500 dated December 6, 2016. See Note 9 (E). The Company re-negotiated the loan terms with new lender (Mammoth Corporation) after the above assignment and issued a restated 9 months fixed price convertible promissory note amounting to $184,250 dated June 5, 2017. The terms of this exchanged note were a one-time 10% increase in the principal loan of $16,750, increasing the principal sum from $167,500 to $184,250. The new lender also has a right, at any time after the issue date of the revised note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012. Fair value of the Company´s stock as on the date of the note was $0.0071. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on June 5, 2017. The Company accounted for this exchange as a debt extinguishment of previous note dated December 6, 2016 and $16,750 was recognized as loss on debt extinguishment. On December 4, 2017, the Company re-negotiated the loan terms and entered into a rider agreement with the noteholder. The terms of this rider agreement were a one-time 35% increase in the principal loan of $64,487, increasing the principal sum from $184,250 to $248,737. In addition, both parties also agreed to re-negotiate the loan terms of another note dated August 9, 2017 with a one-time 35% increase in the principal loan of $19,775, increasing the principal sum from $56,500 to $76,275. This rider agreement further consolidated the revised principal note balances of the two notes into a single payable of $325,012. The Company agreed a repayment plan of six monthly installments of $54,168 commencing from January 15, 2018 and ending on June 15, 2018. The noteholder agreed to suspend the conversion of the notes if the company continue to repay all six installments as per the revised payment plan. The Company accounted for this one-time increase on both notes amounting to $64,487 and $19,775 as a loss on debt extinguishment. As of December 31, 2017, the outstanding balance amounted to $248,737 and $73,386, net of $2,889 discount, against the two notes dated June 5, 2017 and August 9, 2017, respectively. During the year ended December 31, 2018, the Company fully repaid the six installments of $54,168 each, thereby leaving an outstanding principal loan balance of $0 as on December 31, 2018. ● On August 9, 2017, the Company secured a 9 months fixed price convertible loan for $56,500 (see amendment discussed in above paragraph) carrying an original issue discount of $6,500. Interest will not be accrued on the outstanding principal balance unless an event of default occurs. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a fixed conversion price of $0.012 subject to change based on certain default provisions as defined in the Note. Fair value of the Company´s stock as on the date of issuance of this note was $0.0045. Hence, there was no beneficial conversion feature (BCF) of the Note, as the agreed conversion price is higher than the fair value of the Company´s stock as on August 9, 2017. During the year ended December 31, 2017, $3,611 of the debt discount balance was amortized to income statement. During the year ended December 31, 2018, $2,889 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $0. With the payments of all six installments of $54,168 each as per the amendment discussed in above paragraph, the Company first settled these payments against this convertible note in full amounting to $76,275, thereby leaving an outstanding principal loan balance of $0 as on December 31, 2018. ● On November 15, 2017, the Company secured a 9-month convertible loan for $53,000 carrying an original issue discount of $3,000 and an interest at the rate of 12% accrued on the outstanding principal balance. The lender has a right, at any time after the issue date of the note until the outstanding balance has been paid in full, to convert all or any part of the outstanding balance into common shares of the Company at a conversion price of 65% of the average of the lowest 2 trading prices during the ten trading days’ period ending on the latest trading day prior to the conversion date, subject to change based on certain default provisions as defined in the Note. The Company recorded this fixed discount of 35% as a premium on stock settled debt amounting to $28,538. During the year ended December 31, 2017, $500 of the debt discount balance was amortized to income statement, leaving an unamortized discount balance of $2,500. The Company also recorded an accrued interest expense of $819 during the year ended December 31, 2017. The outstanding convertible note balance amounted to $53,000 and the premium on stock settled debt amounted to $28,538 as of December 31, 2017. On January 17, 2018, the Company opted for the prepayment of this note by paying 117% of the outstanding note balance. This early settlement of this note in cash resulted in a prepayment charge of $9,188. Hence, the Company paid $53,000 of principal, $1,045 of accrued interest and $9,188 of prepayment charge in cash totaling to $63,233 as a full and final settlement of this convertible note. ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trad |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 - Income Taxes The income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 35% in 2017 and 21% in 2018 as follows: 2018 2017 Income Tax (benefit) provision at statutory rate: $ (338,309 ) $ (1,298,911 ) Increase (decrease) in income tax due to: Non-Taxable foreign earnings / losses 208,797 596,027 Amortization of debt discount 25,306 43,929 Impairment loss on investments at cost - 560,468 Loss on conversion of notes - 224,890 Gain on sale of subsidiary - (8,068 ) Gain on sale of marketable securities - (6,598 ) Unrealized loss on marketable securities 107,248 - Other (3,042 ) - Change in valuation allowance - (108,904 ) Total $ - $ 2,832 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income taxes. Net deferred tax assets and liabilities are comprised of the following: 2018 2017 Deferred tax assets (liabilities), current $ - $ - Deferred tax assets (liabilities), non-current Net operating loss carry-forward $ - $ - Valuation allowance - - $ - $ - Net deferred tax assets (liabilities) $ - $ - Non-current assets (liabilities) $ - $ - $ - $ - The US parent entity´s expenses are funded by the foreign subsidiaries through a management fee, which is, included in the US parent´s unconsolidated US annual income tax return as taxable revenues. The Company has not recorded deferred income taxes applicable to undistributed earnings of the foreign subsidiaries because there are cumulative losses in those subsidiaries through December 31, 2018. In the future, the Company does not intend to record deferred income taxes applicable to undistributed future earnings of the foreign subsidiaries because it is the present intention of management to reinvest the undistributed earnings indefinitely in those foreign subsidiaries. In assessing the realizability of deferred tax assets, management considers that whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, 2017, all of the valuation allowance provided as of December 31, 2016 amounting to $(108,904) was applied to the income tax computation for the year ended December 31, 2017 amounting to $111,736; thereby a provision for income tax of approximately $2,832 was provided in the accompanying consolidated financial statements as of December 31, 2017. There was no income tax liability for 2018 and no additional net operating loss carry-forwards. At December 31, 2018, the Company had no net operating loss carry-forwards. The Company has not incurred any foreign income taxes for the years ended December 31, 2018 and 2017. The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2016, 2017 and 2018 tax years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 11 - Stockholders’ Equity (A) Preferred Stock ● Series “A” Convertible Preferred Stock On November 30, 2011, the Company designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred shares. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance; ● Dividend Rights: None; ● Liquidation Rights: None On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the company that held these Preferred Shares, returned all 1,983,332 Shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the company at zero cost with no gain or loss recognized. On July 15, 2015 the designation of the 5,000,000 Series “A” preferred shares was withdrawn. ● Series “B” Convertible Preferred Stock On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “B” Preferred is convertible at any time, and from time to time, into ten (10) shares of common stock 1 day after the first anniversary of issuance. Pursuant to two funding agreements entered into in 2018, the management contractually agreed to not convert or sell any of these preferred shares until September 27, 2020; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “B” Preferred share will be entitled to receive an equivalent dividend as if the Series “B” Preferred share had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively. ● Series “C” Convertible Preferred Stock On September 18, 2017, the Company designated 5,000,000 of its authorized preferred stock as Series “C” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 100 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “C” Preferred is convertible at any time, and from time to time, into one hundred (100) shares of common stock 1 day after the third anniversary of issuance; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “C” Preferred share will be entitled to receive an equivalent dividend as if the Series “C” Preferred stock had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. (See Note 9(C)) On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. See Note 9(C). (B) Common Stock As at December 31, 2018 and 2017, the Company had 950,000,000 authorized shares of common stock having a par value of $0.001. As at December 31, 2018 and 2017, the Company had 525,534,409 shares of common stock issued and outstanding. During the year ended December 31, 2018, the Company did not issue any new shares of common stock. During the year ended December 31, 2017, the Company issued 151,058,634 common shares because of conversions of three convertible notes in following manner: ● 5,000,000 common shares were issued to Mammoth Corporation at a verbally agreed conversion price of $0.01 per share as a result of a partial conversion of a convertible note no. 1 amounting to $50,000 with the common shares valued at their fair value of $89,324 based on the quoted trading price. See Note 9(F) ● 6,178,560 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.0080925 per share as a result of a partial conversion of a convertible note no. 2 amounting to $50,000 with the common shares valued at their fair value of $90,305 based on the quoted trading price. See Note 9(F) ● 10,224,676 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.006565 per share as a result of a partial conversion of a convertible note no. 2 amounting to $67,125 with the common shares valued at their fair value of $133,652 based on the quoted trading price. See Note 9(F) ● 7,823,310 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00429 per share as a result of a partial conversion of a convertible note no. 2 amounting to $33,562 with the common shares valued at their fair value of $88,543 based on the quoted trading price. See Note 9(F) ● 9,388,252 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.003575 per share as a result of a partial conversion of a convertible note no. 2 amounting to $33,563 with the common shares valued at their fair value of $92,133 based on the quoted trading price. See Note 9(F) ● 10,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00234 per share as a result of a partial conversion of a convertible note no. 3 amounting to $23,400 with the common shares valued at their fair value of $54,795 based on the quoted trading price. See Note 9(F) ● 10,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00204 per share as a result of a partial conversion of a convertible note no. 3 amounting to $20,400 with the common shares valued at their fair value of $51,940 based on the quoted trading price. See Note 9(F) ● 20,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00169 per share as a result of a partial conversion of a convertible note no. 3 amounting to $33,800 with the common shares valued at their fair value of $102,533 based on the quoted trading price. See Note 9(F) ● 20,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.00108 per share as a result of a partial conversion of a convertible note no. 3 amounting to $21,600 with the common shares valued at their fair value of $59,820 based on the quoted trading price. See Note 9(F) ● 47,000,000 common shares were issued to Mammoth Corporation at an agreed conversion price of $0.0013362 per share as a result of a final conversion of a convertible note no. 3 amounting to $62,800 with the common shares valued at their fair value of $313,400 based on the quoted trading price. See Note 9(F) ● 5,443,836 common shares were issued to private lender at an agreed conversion price of $0.012 per share as a result of a conversion of a convertible note amounting to $65,326 with the common shares valued at their fair value of $27,764 based on the quoted trading price. See Note 9(F) |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 12 – Revenue For the years ended December 31, 2018 and 2017, the Company recognized total revenues amounting to $143,947 and $224,526, respectively. After the implementation of the ASC 606, the Company´s management believes that the estimated transaction price has not changed based on a re-assessment of the expected probability of achieving the agreed-upon outcome for the Company´s performance based and contingent arrangements. Hence, during the year ended December 31, 2018, there were no revenues recorded related to the catch-up adjustment due to a change in the transaction price in the current period. Unfulfilled performance obligations represent the remaining contract transaction prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, and therefore revenues have not yet been recorded. Unfulfilled performance obligations primarily consist of the remaining fees not yet recognized under the Company´s proportional performance method for both our fixed fee arrangements, and the portion of performance based and contingent arrangements, which we have deemed probable. As of December 31, 2018, the Company´s management believes that all of the fixed fee, performance based and contingent arrangements have an original expected duration of one year or less; hence, the Company elected to utilize the optional exemption to exclude it from this disclosure. Contract Assets and Liabilities Contract assets are defined as assets for which we have recorded revenue because we determined that it is probable that we will earn a performance based or contingent fee, but we are not yet entitled to receive our fees, because certain events, such as completion of the measurement period or client approval, must occur. The contract asset balance was immaterial as of December 31, 2018 and 2017. Contract liabilities are defined as liabilities incurred when we have received consideration from a client but have not yet performed the agreed upon services. This may occur when we receive advance billings before delivery of services when clients pay us up-front fees before we begin work for them. The contract liability balance was immaterial as of December 31, 2018 and 2017. |
Pension Plan
Pension Plan | 12 Months Ended |
Dec. 31, 2018 | |
Pension Plan | |
Pension Plan | Note 13 – Pension Plan The Company operates a defined “contribution pension plan” for its subsidiary in the United Kingdom, Cheshire Trafford UK Limited. Each participant need to complete a probation period before being included in the pension plan. The contributions payable to the company’s pension plan are charged to the consolidated statement of operations in the period to which they relate. We contributed a total of $2,069 to this pension plan during the post-acquisition five months’ period ended December 31, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. This resulted in a stock based compensation expense of $432,000. (See Note 9(C)) On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. See Note 9(C). At December 31, 2018 and 2017, there were accounts payable and accrued expenses due to related parties. (See Note 9(C & D)). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and contingencies Contingencies ● On October 9, 2013, the Company secured a two-month loan for GBP 75,000 (equivalent to $120,420) and issued 10,000 restricted shares of common stock to the lender, The Able Foundation, on December 7, 2013, and also repay 35,000 GBP (equivalent to $56,196) in lieu of interest. As the principal and interest was not paid back to the lender on time, the Company compensated the lender with an additional 20,000 restricted shares of common stock in consideration for a for a five-month extension on the loan. This stock compensation was issued to the lender also on December 12, 2013. The plaintiff, the Able Foundation, was requesting a settlement of $411,272, which was the $226,616 owed by the Company at that time, and an additional $184,656 accrued in 2015 as a provision for potential damages (See Note 9(E)). On June 1, 2015, the Company (the defendant) retained the legal services of a Dubai based law firm called Al Safar & Partners. At March 31, 2017, there was a judgment against the Company (the defendant) for the recovery of $411,272. During 2015 and 2016, the Company’s Dubai lawyers, Al Safar & Partners, had appealed this judgment various times based on the fact that they believed from a legal stand point that: 1) the Company (the defendant) has not been heard, which is a violation of the fundamental principle of law “ Audi Alteram Partem 2) there is no legal existence of Global Equity Partners Plc. in Dubai, as it is a Republic of Seychelles corporation; hence, the Courts of Dubai have no jurisdiction in the matter. All prior appeals were rejected by the Dubai Courts, however a new appeal against the formal execution of this judgement was filed in September 2016. At March 31, 2017, the Company was in litigation, in the courts of Dubai, regarding the Able Foundation loan. On June 5, 2017, a citizen of Republic of Thailand assumed the above total amount of $411,272 by way of a stock purchase and debt assumption agreement; hence, the Company’s liability and respective litigation in respect of this loan was transferred to the acquiring individual (See Note 5). On March 6, 2018, the Company provided the Dubai attorneys with a signed, stamped and apostilled Certificate of Incumbency issued by the Seychelles Authorities. This Certificate of Incumbency stated that as of June 5, 2017, the company, Global Equity Partners Plc., was sold to a citizen of the Republic of Thailand and that the new owner assumed his role as sole shareholder and sole director of Global Equity Partners Plc. as of the date of sale. To date, the Dubai attorneys are in the process of transferring the entire court case to the new owner of Global Equity Partners Plc. Aside from the above matter, we are not subject to any other pending or threatened litigation. ● From time to time, the Company may be involved in litigation or disputes relating to claims arising out of its operations in the normal course of business. As of March 31, 2017, the Company was in dispute with a former client regarding certain payments that we made on behalf of this former client. On June 5, 2017, the underlying deferred revenue liability was transferred to the acquiring individual as part of the stock purchase and debt assumption agreement. See Note 5 Commitments ● On August 1, 2018, the Company entered into a rent agreement for its UK office at Hull for a period of one year amounting to a rental of GBP 2,000 or $2,890 per month (from August 2018 until July 2019). Rent expense for the post acquisition five months ended December 31, 2018 was $14,448. Total rent expense for the year ended December 31, 2018 for the Company including the above $14,448 was $37,041. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16 – Segment information During the year ended December 31, 2017, and for the period from January 1, 2018 to August 1, 2018, the Company operated in one reportable business segment consisting of management consultancy and employment placement services such as assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and human resources placements. Since August 1, 2018, the Company operated in two reportable business segments - (1) Management Consultancy Services (the “Consultancy” segment) and (2) a segment which concentrates on third party insurance policy sales and renewals (the “Insurance brokerage” segment). The Company’s reportable segments were strategic business units that offered different products. They were managed separately based on the fundamental differences in their operations and locations. All goodwill in the accompanying consolidated balance sheets is assigned to the “Insurance Brokerage” segment. Information with respect to these reportable business segments for the year ended December 31, 2018 and 2017 was as follows: For the year ended December 31, 2018 2017 Revenues: Consultancy $ 77,334 $ 224,526 Insurance brokerage 66,613 - $ 143,947 $ 224,526 Depreciation and amortization: Consultancy $ 2,210 $ 9,349 Insurance brokerage 9,577 - $ 11,787 $ 9,349 Net loss: Consultancy $ (1,590,257 ) $ (3,711,173 ) Insurance brokerage (30,242 ) - $ (1,620,499 ) $ (3,711,173 ) December 31, 2018 December 31, 2017 Identifiable long-lived tangible assets at December 31, 2018 and 2017 by segment: Consultancy $ 4,654 $ 2,067 Insurance brokerage 526 - $ 5,180 $ 2,067 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent events ● On January 14, 2019, the Company issued 21,200,000 common shares to Xantis Private Equity at an agreed conversion price of $0.02 per share amounting to $424,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on January 14, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On January 24, 2019, the Company issued 5,300,000 common shares to William Marshal Plc. at an agreed conversion price of $0.02 per share amounting to $106,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on January 24, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On March 6, 2019, the Company entered into agreement to appoint Global Alternative Administration SL (“GAA”) as an “Introducer Appointed Representative” of its subsidiary, Cheshire Trafford UK Limited (“CT”). The basic terms of the agreement were as follows: a) CT would be paid a standard fee of 1,200 GBP (1,531 USD) for all new clients introduced, b) CT would retain 50% of all net initial commissions, c) CT would retain 66.67% of all on-going trail or recurring commissions, d) GAA agreed to endeavor to write / introduce at least 2,000,000 GBP (2,552,042 USD) of new business per month and finally, e) the term of the agreement with GAA would be initially for 24 months and would be renewable. ● On March 18, 2019, the Board of Directors of GEP Equity Holdings Limited decided to commence the process to formally and legally liquidate GE Professionals DMCC with an effective date of March 31, 2019. This decision was made due to the fact that our operations are now almost entirely based in the United Kingdom. ● On March 18, 2019, as a result of deciding to liquidate GE Professionals DMCC, the Company also decided to discontinue its Human Resources and Placement business in Dubai. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum FM”). Up to June 5, 2017, ARG also owned 100% shareholding of a subsidiary called Global Equity Partners Plc., which was sold on June 5, 2017 pursuant to a stock purchase and debt assumption agreement. GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). Argentum FM is the parent company of its 100% owned subsidiary, Cheshire Trafford U.K. Limited (UK) from August 1, 2018 pursuant to a Share Purchase Agreement dated August 1, 2018. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly, the actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include accounts receivable and related revenues for our subsidiary, Cheshire Trafford, allowance for doubtful accounts and loans, estimates of fair value of securities received for services, estimates of fair value of securities held, depreciation period of fixed assets, valuation of fair value of assets acquired and liabilities assumed of acquired businesses, fair value of business purchase consideration, valuation allowance on deferred tax assets, derivative valuations and equity valuations for non-cash equity grants. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potential risk of business failure. The risk of social and governmental factors is also a concern since the Company is headquartered in Dubai and also has a presence in the United Kingdom. |
Segment Reporting | Segment Reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2018 and 2017, the Company had no cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company recognizes accounts receivable in connection with the services provided. The Company recognizes an allowance for doubtful accounts based on an analysis of current receivables aging and expected future write-offs, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. There was no allowance for bad debt at December 31, 2018 and 2017. However, there were direct write offs of $30,000 and $30,000 during the year ended December 31, 2018 and 2017, respectively. |
Foreign Currency Policy | Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s UK subsidiaries is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. |
Investments | Investments (A) Classification of Securities Marketable Securities As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities,” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, our management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018, using the modified retrospective method. At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain (loss) on available for sale marketable securities, net.” Therefore, no gain/loss is recognized on the sale of securities. Cost Method Investments Securities that are not classified as marketable securities are accounted for under the cost method. These securities are recorded at their original cost basis and are subject to impairment testing. (B) Other than Temporary Impairment The Company reviews its equity investment portfolio for any unrealized losses that would be deemed other than temporary and require the recognition of an impairment loss in the statement of operations. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investments. Management also considers the type of security, related-industry and sector performance, as well as published investment ratings and analyst reports, to evaluate its portfolio. Once a decline in fair value is determined to be other than temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company recorded a permanent impairment of $1,601,336 during the year ended December 31, 2017. The Company did not record any such impairment during the year ended December 31, 2018. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost of acquisition less accumulated depreciation. Depreciation is provided based on estimated useful lives of the assets. Cost of improvements that substantially extend the useful lives of assets are capitalized. Repairs and maintenance expenses are charged to expense when incurred. In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial statements. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Debt Issue Costs | Debt Issue Costs The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as amortization of debt discount. |
Original Issue Discount | Original Issue Discount If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as amortization of debt discount. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Valuation of Derivative Instruments | Valuation of Derivative Instruments ASC 815 “Derivatives and Hedging” requires that embedded derivative instruments be bifurcated and assessed, along with free-standing derivative instruments such as warrants, on their issuance date and measured at their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option pricing formula. Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives and debt discounts and recognizes a net gain or loss on debt extinguishment. |
Business Combinations | Business combinations The Company accounts for its business acquisitions under the acquisition method of accounting as indicated in ASC No. 805, “Business Combinations”, which requires the acquiring entity in a business combination to recognize the fair value of all assets acquired, liabilities assumed and any non-controlling interest in the acquiree, and establishes the acquisition date as the fair value measurement point. Accordingly, the Company recognizes assets acquired and liabilities assumed in business combinations, including contingent assets and liabilities and non-controlling interest in the acquiree, based on fair value estimates as of the date of acquisition. Where applicable, the consideration for the acquisition includes amounts resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates at fair value, with changes in fair value recognized in profit or loss. The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date, resulting in a final valuation, and is subject to a maximum of one year from acquisition date. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets In accordance with ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. For the purpose of impairment testing, goodwill is allocated to each of the group’s reporting units expected to benefit from the synergies of the combination. Reporting units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss calculated as the amount by which the carrying value exceeds the fair value is recorded to goodwill but cannot exceed the goodwill amount. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary or the relevant reporting unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized. Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources, Human Resources / Employment Placements and arranging third party insurance policies. Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue when (or as) each performance obligation is satisfied. The Company has generated its revenue by providing following services: a) Business consulting services including advisory services to various clients. b) Employment placement services. c) Earning commissions from insurance companies on insurance policy sales and renewals, which are based on a percentage of the insurance products sold. Most of the Company´s business consultancy and advisory services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. Our employment placement contracts are based on fixed fee arrangements only. In addition, the Company generates initial and trail commissions by acting as a broker of third party lump sum or single premium insurance policies and regular premium investment or insurance policies. Fees from clients for advisory and consulting services are dependent on the extent and value of the services provided. The Company recognizes revenue when the promised services are rendered to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company´s estimates of the total services to be provided under the engagement. Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognizes revenue earned to date by applying the input method. Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues, a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client pre-payments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. We receive consideration in the form of cash and/or securities. We measure securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. For the years ended December 31, 2018 and 2017, the Company had the following concentrations of revenues with customers: Customer Location December 31, 2018 December 31, 2017 SCL United Kingdom 0 % 4.45 % TLF United Arab Emirates 0 % 5.73 % VME Oman 0 % 1.92 % AGL United Arab Emirates 0 % 1.82 % SAC United Kingdom / Norway 0 % 44.54 % FAD Saudi Arabia 0 % 10.10 % FAT United Arab Emirates 0 % 1.89 % DUO Sri Lanka 1.39 % 1.69 % EEC United Arab Emirates 20.35 % 24.80 % OCS Saudi Arabia / Thailand 11.15 % 3.06 % GRL United Kingdom 20.84 % 0 % CT clients (see below) United Kingdom 46.27 % 0 % 100.00 % 100.00 % For the post acquisition five months ended December 31, 2018, the Company had following concentrations of revenues regarding insurance brokerage business, which is 46.27% of the consolidated revenues of the Company: Five months ended December 31, 2018 Initial advisory fees 30.06 % Ongoing advisory fees 10.57 % Renewal commissions 17.57 % Trail or recurring commissions 39.85 % Other revenue 1.95 % 100.00 % At December 31, 2018 and 2017, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2018 December 31, 2017 EEC 0 % 94.82 % DUO 0 % 5.18 % OMI IRE 30.94 % 0 % CLI 16.62 % 0 % OMW 16.55 % 0 % AJB 6.02 % 0 % SW 5.41 % 0 % OMI IOM 4.51 % 0 % LIA 4.36 % 0 % RL 3.36 % 0 % Others 12.23 % 0 % 100.00 % 100.00 % |
Deferred Revenue | Deferred Revenue Deferred revenue represents fees that have been received by the Company for requested services that have not been completed. Following table illustrates the movement in deferred revenue during the year ended December 31, 2018 and 2017: Balance, December 31, 2016 $ 200,000 New payments received during the year - Cash deferred revenue recognized as revenue during the year (100,000 ) Deferred revenue eliminated due to the stock purchase and debt assumption agreement (See Note 5) (100,000 ) Balance, December 31, 2017 $ - New payments received during the year - Cash deferred revenue recognized as revenue during the year - Balance, December 31, 2018 $ - |
Share-based Payments | Share-based payments The Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable as of the measurement date. Amounts recorded prior to the measurement date are adjusted to fair value at each reporting period until a measurement date is achieved. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. When computing fair value, the Company considered the following variables: ● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. ● The expected term is developed by management estimate. ● The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. ● The expected volatility is based on management estimates which are based upon our historical volatility. ● The forfeiture rate is based on historical experience. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion, or all, of the deferred income tax assets will not be realized. On November 15, 2010, the date of the reverse recapitalization, the Company became subject to U.S. federal and the state of Nevada income taxes. The Company files an unconsolidated income tax return to the tax authorities in U.S. On December 22, 2017, the United States signed into law the Tax Cuts and Jobs Act (the “Act”), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. The Act has caused the Company’s deferred income taxes to be revalued as of December 31, 2017. As changes in tax laws are enacted, deferred tax assets and liabilities are adjusted through income tax expense. Pursuant to the guidance within SEC Staff Accounting Bulletin No. 118 (“SAB 118”), as of December 31, 2018, the Company recognized the provisional effects of the enactment of the Act for which measurement could be reasonably estimated. The ultimate impact of the Act may differ from these estimates due to the Company’s continued analysis or further regulatory guidance that may be issued as a result of the Act. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company will record interest and penalties related to unrecognized tax benefits in income tax expense. There were no penalties or interest related to income tax positions for the years ended December 31, 2018 and 2017. However, during the year ended December 31, 2017, we accrued $5,000 as a provision for late filing fee for 2014 IRS Form 5472 Tax Return. (See Note 9(B)) The Company may be subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities for the 2016, 2017 and 2018 tax years. The Company’s two subsidiaries, Global Equity Partners Plc. (sold and ceased to be a subsidiary on June 5, 2017) and GEP Equity Holdings Limited, were incorporated under the laws of the Republic of Seychelles (“Seychelles”). A company is only subject to Seychelles income tax if it does business in Seychelles. A company that is incorporated in Seychelles, but that does not do business in Seychelles, is not subject to income tax there. None of these two subsidiaries did business in Seychelles for the years ended December 31, 2018 and 2017, and do not intend to do business in Seychelles in the future. Accordingly, the Company is not subject to income tax in Seychelles for the years ended December 31, 2018 and 2017. All business activities were performed by GEP Equity Holdings Limited in Dubai for the years ended December 31, 2018 and 2017. Dubai does not have an income tax. Regarding UK subsidiaries, Argentum 47 Financial Management Limited, was incorporated under the laws of England and Wales on December 12, 2017. There was no business transacted from this subsidiary during the year ended December 31, 2018 and 2017 as it is just a holding company for UK subsidiaries, hence there is no income tax impact during the year ended December 31, 2018 and 2017. Cheshire Trafford UK Limited was acquired, through Argentum 47 Financial Management Limited, on August 1, 2018 and is subject to the laws of the United Kingdom. Under the Corporation Tax Act, 2010 as applicable in the United Kingdom, income tax is to be calculated based on 19% of the taxable income. |
Earnings Per Share | Earnings per Share The basic net earnings (loss) per share are computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. As at December 31, 2018 and 2017, the Company had common stock equivalents of 94,401,975 and 45,828,807 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 9(F). As at December 31, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 690,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 11(A). Number of Common Shares December 31, 2018 December 31, 2017 Potential dilutive common stock Convertible notes 94,401,975 45,828,807 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 240,000,000 Total potential dilutive common stock 864,401,475 735,828,807 Weighted average number of common shares – Basic 525,534,409 Weighted average number of common shares – Dilutive 1,389,936,384 As of December 31, 2018, diluted weighted average number of common shares exceeds total authorized common shares. However, 770,000,000 common shares would result from the conversion of the preferred “B” and preferred “C” stock into common stock. The option to convert the abovementioned preferred “B” and “C” stock into common stock could not be any earlier than September 27, 2020. |
Comprehensive Income / (Loss) | Comprehensive Income / (Loss) The Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income from January 1, 2018 through December 31, 2018, includes only foreign currency translation gain, and is presented in the Company’s consolidated statements of operations and comprehensive income (loss). Pursuant to ASU 2016-01, the Company reclassified the opening balance of unrealized gain on available for sale marketable securities from other comprehensive income to retained earnings as a cumulative effect adjustment as at January 1, 2018. Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2018 and 2017 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2016 $ - $ - $ - Net current-period other comprehensive income 120 1,181,675 1,181,795 Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive loss before reclassification 13,472 - 13,472 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive income 13,472 (1,181,675 ) (1,168,203 ) Balance, December 31, 2018 $ 13,592 $ - $ 13,592 |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable and accrued liabilities, accounts payable and accrued liabilities to related parties and loans payable to related parties, approximate fair value are based on the short-term nature of these instruments. The Company measures its derivative liabilities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations. The following are the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2018 December 31, 2017 Level 1 – Marketable Securities – Recurring $ - $ 2,029,340 Level 2 – Marketable Securities – Recurring $ 1,458,848 $ - Level 3 – Non-Marketable Securities – Non-Recurring $ - $ 136 Management analyzed the historical volume and also the variation in the price that the marketable securities were bought and sold at during the year 2018 and has concluded that the level 2 valuation regarding the fair value of the marketable securities should be $0.25 per share. Marketable Securities Changes in Level 1 or Level 2 marketable securities measured at fair value for the years ended December 31, 2018 and 2017 were as follows: Balance, December 31, 2016 $- Securities transferred from long term investments valued at cost 880,850 Unrealized gains (losses) recorded during the year 1,181,675 Sales and settlements during the year (33,185 ) Balance, December 31, 2017 $ 2,029,340 Securities transferred from long term investments valued at cost 136 Sales and settlements during the year (69,294 ) Loss on available for sale marketable securities, net (501,334 ) Balance, December 31, 2018 $ 1,458,848 Non-Marketable Securities at Fair Value on a Non-Recurring Basis Management believes that an “other-than-temporary impairment” would be justified, as according to ASC 320-10 an investment is considered impaired when the fair value of an investment is less than its amortized cost basis. The impairment is considered either temporary or other-than-temporary. The accounting literature does not define other-than-temporary. It does, however, state that other-than-temporary does not mean permanent, although, all permanent impairments are considered other-than-temporary. The literature does provide some examples of factors, which may be indicative of an “other-than-temporary impairment,” such as: ● the length of time and extent to which market value has been less than cost; ● the financial condition and near-term prospects of the issuer; and ● the intent and ability of the holder to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. Management believes that the fair value of its investment has been correctly measured, as the length of time that the stock has been less than cost is nominal. Changes in Level 3 assets measured at fair value for the years ended December 31, 2018 and 2017 were as follows: Balance, December 31, 2016 $ 3,085,322 Securities received for services during the year - Sales as part of stock purchase agreement (See Note 5) (603,000 ) Securities transferred to marketable securities (880,850 ) Impairment loss (1,601,336 ) Balance, December 31, 2017 136 Securities received for services during the period - Securities transferred to marketable securities (136 ) Impairment loss - Balance, December 31, 2018 $ - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements except as follows: In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718). This update is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external legal counsel, suppliers, etc.). The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2018. Early adoption of the standard is permitted. The standard must be applied using a modified retrospective approach for each period presented resulting potentially in a cumulative effect adjustment. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Management currently does not plan to early adopt this guidance and is evaluating the potential impact of this guidance on the consolidated financial statements as well as transition methods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from Major Customers | For the years ended December 31, 2018 and 2017, the Company had the following concentrations of revenues with customers: Customer Location December 31, 2018 December 31, 2017 SCL United Kingdom 0 % 4.45 % TLF United Arab Emirates 0 % 5.73 % VME Oman 0 % 1.92 % AGL United Arab Emirates 0 % 1.82 % SAC United Kingdom / Norway 0 % 44.54 % FAD Saudi Arabia 0 % 10.10 % FAT United Arab Emirates 0 % 1.89 % DUO Sri Lanka 1.39 % 1.69 % EEC United Arab Emirates 20.35 % 24.80 % OCS Saudi Arabia / Thailand 11.15 % 3.06 % GRL United Kingdom 20.84 % 0 % CT clients (see below) United Kingdom 46.27 % 0 % 100.00 % 100.00 % |
Schedule of Concentrations of Revenues | For the post acquisition five months ended December 31, 2018, the Company had following concentrations of revenues regarding insurance brokerage business, which is 46.27% of the consolidated revenues of the Company: Five months ended December 31, 2018 Initial advisory fees 30.06 % Ongoing advisory fees 10.57 % Renewal commissions 17.57 % Trail or recurring commissions 39.85 % Other revenue 1.95 % 100.00 % |
Schedule of Accounts Receivables with Major Customers | At December 31, 2018 and 2017, the Company had the following concentrations of accounts receivables with customers: Customer December 31, 2018 December 31, 2017 EEC 0 % 94.82 % DUO 0 % 5.18 % OMI IRE 30.94 % 0 % CLI 16.62 % 0 % OMW 16.55 % 0 % AJB 6.02 % 0 % SW 5.41 % 0 % OMI IOM 4.51 % 0 % LIA 4.36 % 0 % RL 3.36 % 0 % Others 12.23 % 0 % 100.00 % 100.00 % |
Schedule of Deferred Revenue | Following table illustrates the movement in deferred revenue during the year ended December 31, 2018 and 2017: Balance, December 31, 2016 $ 200,000 New payments received during the year - Cash deferred revenue recognized as revenue during the year (100,000 ) Deferred revenue eliminated due to the stock purchase and debt assumption agreement (See Note 5) (100,000 ) Balance, December 31, 2017 $ - New payments received during the year - Cash deferred revenue recognized as revenue during the year - Balance, December 31, 2018 $ - |
Schedule of Potential Dilutive Common Stock | As at December 31, 2018 and 2017, the Company had common stock equivalents of 770,000,000 and 690,000,000 common shares respectively, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 11(A). Number of Common Shares December 31, 2018 December 31, 2017 Potential dilutive common stock Convertible notes 94,401,975 45,828,807 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 240,000,000 Total potential dilutive common stock 864,401,475 735,828,807 Weighted average number of common shares – Basic 525,534,409 Weighted average number of common shares – Dilutive 1,389,936,384 |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Income (Loss) by Component during the year ended December 31, 2018 and 2017 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2016 $ - $ - $ - Net current-period other comprehensive income 120 1,181,675 1,181,795 Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive loss before reclassification 13,472 - 13,472 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive income 13,472 (1,181,675 ) (1,168,203 ) Balance, December 31, 2018 $ 13,592 $ - $ 13,592 |
Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis | The following are the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at December 31, 2018 and December 31, 2017, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2018 December 31, 2017 Level 1 – Marketable Securities – Recurring $ - $ 2,029,340 Level 2 – Marketable Securities – Recurring $ 1,458,848 $ - Level 3 – Non-Marketable Securities – Non-Recurring $ - $ 136 |
Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value | Changes in Level 1 or Level 2 marketable securities measured at fair value for the years ended December 31, 2018 and 2017 were as follows: Balance, December 31, 2016 $- Securities transferred from long term investments valued at cost 880,850 Unrealized gains (losses) recorded during the year 1,181,675 Sales and settlements during the year (33,185 ) Balance, December 31, 2017 $ 2,029,340 Securities transferred from long term investments valued at cost 136 Sales and settlements during the year (69,294 ) Loss on available for sale marketable securities, net (501,334 ) Balance, December 31, 2018 $ 1,458,848 |
Schedule of Changes in Level 3 Assets Measured at Fair Value | Changes in Level 3 assets measured at fair value for the years ended December 31, 2018 and 2017 were as follows: Balance, December 31, 2016 $ 3,085,322 Securities received for services during the year - Sales as part of stock purchase agreement (See Note 5) (603,000 ) Securities transferred to marketable securities (880,850 ) Impairment loss (1,601,336 ) Balance, December 31, 2017 136 Securities received for services during the period - Securities transferred to marketable securities (136 ) Impairment loss - Balance, December 31, 2018 $ - |
Sale of Subsidiary (Tables)
Sale of Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Sale Of Subsidiary Tables Abstract | |
Schedule of Sale of Subsidiary | Under the terms of the agreement, the acquirer also acquired portfolio of following investments in common shares of various companies owned by GEP: Company No. of Shares Book value Status M1 Lux AG 2,000,000 $ - Private Company Monkey Rock Group Inc. 1,500,000 - Reporting Company – OTC Voz Mobile Cloud Limited 3,200,000 - Private Company Arrow Cars International Inc. 3,000,000 3,000 Private Company Direct Security Integration Inc. 400,000 - Private Company Primesite Developments Inc. 600,000 600,000 Private Company 10,700,000 $ 603,000 |
Schedule of Book Value of Assets and Liabilities | The book values of assets sold and liabilities transferred are presented below: Liabilities assumed by the purchaser Accounts payable $ 114,780 Deferred revenue 100,000 Accrued liabilities 184,656 Accrued interest 106,196 Note Payable 120,420 $ 626,052 Less: Assets transferred to the acquirer (as stated above) $ 603,000 Net gain on sale of subsidiary $ 23,052 |
Acquisition of Cheshire Traff_2
Acquisition of Cheshire Trafford U.K. Limited (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Purchase Consideration | Total fair value of the purchase consideration is as follows: Fair Value Cash payment $ 175,710 Fair value of contingent consideration 284,298 Total Fair Value of Purchase Consideration $ 460,008 |
Schedule of Fair Value of Net Assets | Below table depicts the allocation of fair value of the purchase consideration to the fair value of the net assets of Cheshire Trafford at the acquisition date: Assets acquired Fair Value Cash $ 4,743 Accounts receivable – net 6,555 Intangibles – customer list 342,194 Goodwill 142,924 Property and equipment, net 614 497,030 Liabilities assumed Accounts payable and accrued liabilities 4,012 Due to director of Cheshire Trafford 33,010 (37,022 ) Purchase consideration allocated $ 460,008 |
Schedule of Intangible Assets Net Book Value | Estimated life of intangibles 15 years Fair value of customer list intangible asset at date of acquisition $ 485,118 Fair value adjustment at December 31, 2018 (142,924 ) Adjusted fair value of customer list intangible asset at December 31, 2018 $ 342,194 Amortization charge for 5 months ended December 31, 2018 (9,505 ) Net Book Value at December 31, 2018 $ 332,689 |
Schedule of Proforma Consolidated Results of Operations | The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Cheshire Trafford had occurred as of the beginning of the following periods: Twelve Months Ended December 31, 2018 Twelve Months Ended December 31, 2017 Net revenues $ 240,153 $ 418,057 Net loss $ (1,633,243 ) $ (3,741,573 ) Net loss per share $ (0.00 ) $ (0.01 ) |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Equity Securities in Private Companies | Following is the summary of Company’s investment in marketable securities at fair value as at December 31, 2018 and December 31, 2017: December 31, 2018 December 31, 2017 Company No. of Shares Book value No. of Shares Book value Duo World Inc. (DUUO) 5,835,392 $ 1,458,848 3,382,233 $ 2,029,340 5,835,392 $ 1,458,848 3,382,233 $ 2,029,340 The Company, through its subsidiary GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies as at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Company No. of Shares Book value No. of Shares Book value Status Primesite Developments Inc. 5,006,521 $ - 5,006,521 $ - Private Company Quartal Financial Solutions AG 2,271 - 2,271 - Private Company 5,008,792 $ - 5,008,792 $ - The Company, through its subsidiary GEP Equity Holdings Limited, holds the following preferred equity securities in private and reporting companies as at December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Company No. of Shares Book value No. of Shares Book value Status Duo World Inc. - $ - 136,600 $ 136 Reporting Company – OTC Primesite Developments Inc. 450,000 - 450,000 - Private Company 450,000 $ - 586,600 $ 136 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Following table reflects net book value of fixed assets as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Useful Life Furniture and Equipment $ 44,813 $ 40,016 3 to 5 years Accumulated depreciation (40,159 ) (37,949 ) Net book value of CT fixed assets (see below) 526 - 3 to 10 years Net fixed assets $ 5,180 $ 2,067 |
Schedule of Net Book Value of Fixed Assets | The following table reflects net book value of Cheshire Trafford’s fixed assets as of December 31, 2018: Furniture and fixtures Computer equipment Total Cost Balance as at August 1, 2018 $ 22,137 $ 16,107 $ 38,244 Translation rate differences (607 ) (441 ) (1,048 ) Balance as at December 31, 2018 $ 21,530 $ 15,666 $ 37,196 Accumulated depreciation Balance as at August 1, 2018 $ 21,522 $ 16,107 $ 37,629 Depreciation charge for the period 72 - 72 Translation rate differences (590 ) (441 ) (1,031 ) Balance as at December 31, 2018 21,004 15,666 36,670 Net book value as at December 31, 2018 $ 526 $ - 526 |
Debt, Accounts Payable and Ac_2
Debt, Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Accounts Payable and Other Accrued Liabilities | The following table represents breakdown of accounts payable and accrued liabilities as of December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Accrued salaries and benefits $ 86,418 $ 113,770 Accounts payable and other accrued liabilities 62,851 64,082 $ 149,269 $ 177,852 |
Schedule of Accounts Payable and Accrued Liabilities to Related Parties | The following table represents the accounts payable and accrued expenses to related parties as of December 31, 2018 and 2017, respectively: December 31, 2018 December 31, 2017 Accrued salaries and benefits $ 161,823 $ 233,869 Expenses payable 8,393 5,096 $ 170,216 $ 238,965 |
Schedule of Loans Payable Related Parties | The following table represents the related parties’ loans payable activity as of December 31, 2018 and 2017: Balance, December 31, 2016 $ - Proceeds from loans 49,130 Repayments (49,130 ) Balance, December 31, 2017 $ - Proceeds from loans 12,663 Repayments (12,663 ) Balance, December 31, 2018 $ - |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2017: Date of Note Principal Accrued Interest Total October 17, 2013 – EDEN $ 319,598 $ 160,402 $ 480,000 November 26, 2013 – JSP - 37,971 37,971 November 3, 2017 – MPD 21,075 5,269 26,344 Balance – December 31, 2017 $ 340,673 $ 203,642 $ 544,315 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 5,029 $ 315,613 |
Schedule of Notes Payable | Balance at December 31, 2016 $ 153,333 Amortization of OID and issuance costs during the year 14,167 Exchange of Note dated February 23, 2017 (See Note 9 (F)) (167,500 ) Balance at December 31, 2017 $ - Balance at December 31, 2016 $ 114,584 Amortization of OID and issuance costs during the year 20,416 Exchange of Note dated April 13, 2017 (See Note 9 (F)) (135,000 ) Balance at December 31, 2017 $ - Balance at December 31, 2016 $ 132,083 Amortization of OID and issuance costs during the year 35,417 Exchange of Note dated June 5, 2017 (See Note 9 (F)) (167,500 ) Balance at December 31, 2017 $ - |
Fixed Price Convertible Note Payable [Member] | |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all fixed price convertible notes, net of debt discount, including the accrued interest as at December 31, 2017: Date of Note Principal and premium Discount Principal, net of discount and premium Accrued Interest Total July 1, 2016 - Mammoth Corp. $ - $ - $ - $ - $ - February 6, 2017 – MPD - - - - - February 23, 2017 - Mammoth Corp. - - - - - April 13, 2017 - Mammoth Corp. - - - - - June 5, 2017 - Mammoth Corp. 248,737 - 248,737 - 248,737 August 9, 2017 - Mammoth Corp. 76,275 2,889 73,386 - 73,386 November 15, 2017 – Power up Lending 81,538 2,500 79,038 819 79,857 Balance, December 31, 2017 $ 406,550 $ 5,389 401,161 $ 819 $ 401,980 Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at December 31, 2018: Date of Note Principal Discount Principal, net of discount Accrued Interest Total January 17, 2018 - Xantis PE Fund $ 400,000 $ 1,500 $ 398,500 $ 23,277 $ 421,777 January 23, 2018 - William Marshal Plc. 100,000 - 100,000 5,819 105,819 June 8, 2018 - Xantis AION Sec Fund 735,000 50,824 684,176 25,010 709,186 October 10, 2018 - Xantis AION Sec Fund 653,040 78,099 574,941 3,328 578,269 Balance, December 31, 2018 $ 1,888,040 $ 130,423 $ 1,757,617 $ 57,434 $ 1,815,051 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The income tax provision differs from the amount of tax determined by applying the US federal statutory rate of 35% in 2017 and 21% in 2018 as follows: 2018 2017 Income Tax (benefit) provision at statutory rate: $ (338,309 ) $ (1,298,911 ) Increase (decrease) in income tax due to: Non-Taxable foreign earnings / losses 208,797 596,027 Amortization of debt discount 25,306 43,929 Impairment loss on investments at cost - 560,468 Loss on conversion of notes - 224,890 Gain on sale of subsidiary - (8,068 ) Gain on sale of marketable securities - (6,598 ) Unrealized loss on marketable securities 107,248 - Other (3,042 ) - Change in valuation allowance - (108,904 ) Total $ - $ 2,832 |
Schedule of Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are comprised of the following: 2018 2017 Deferred tax assets (liabilities), current $ - $ - Deferred tax assets (liabilities), non-current Net operating loss carry-forward $ - $ - Valuation allowance - - $ - $ - Net deferred tax assets (liabilities) $ - $ - Non-current assets (liabilities) $ - $ - $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information with respect to these reportable business segments for the year ended December 31, 2018 and 2017 was as follows: For the year ended December 31, 2018 2017 Revenues: Consultancy $ 77,334 $ 224,526 Insurance brokerage 66,613 - $ 143,947 $ 224,526 Depreciation and amortization: Consultancy $ 2,210 $ 9,349 Insurance brokerage 9,577 - $ 11,787 $ 9,349 Net loss: Consultancy $ (1,590,257 ) $ (3,711,173 ) Insurance brokerage (30,242 ) - $ (1,620,499 ) $ (3,711,173 ) December 31, 2018 December 31, 2017 Identifiable long-lived tangible assets at December 31, 2018 and 2017 by segment: Consultancy $ 4,654 $ 2,067 Insurance brokerage 526 - $ 5,180 $ 2,067 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | Jun. 05, 2017 | Aug. 02, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Percentage of sold issued and outstanding common stock | 100.00% | |
Acquired of ordinary shares percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net income (loss) | $ 1,620,499 | $ 3,711,173 | |
Loss from operations | 1,159,465 | 1,226,758 | |
Net cash used in operating activities | 960,917 | 293,519 | |
Working capiral deficit | 774,888 | ||
Stock holders deficit | (577,827) | 709,200 | $ 1,413,707 |
Accumulated deficit | $ 11,353,215 | $ 10,914,391 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 02, 2018 | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Percentage of equity ownership interest | 100.00% | ||||
Cash equivalents | |||||
Allowance for doubtful debts | |||||
Direct write off amount | 30,000 | 30,000 | |||
Amounts reclassified from accumulated other comprehensive income | 1,181,675 | ||||
Permanent impairment loss | $ 1,601,336 | ||||
Concentrations of Revenues | 100.00% | 100.00% | 100.00% | ||
Penalties or interest related to income tax | $ 0 | $ 0 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |||
Income tax reconciliation description | The Tax Cuts and Jobs Act (the "Act"), a tax reform bill, which, among other items, reduces the current federal income tax rate to 21% from 34%. The rate reduction is effective January 1, 2018, and is permanent. | ||||
Provision for late filing fee | $ 5,000 | ||||
Number of common stock equivalents shares | 94,401,975 | 94,401,975 | 45,828,807 | ||
Common Stock [Member] | |||||
Conversion of stock shares converted | 777,000,000 | ||||
GEP Equity Holdings Limited [Member] | |||||
Percentage of equity ownership interest | 100.00% | 100.00% | |||
Global Equity Partners Plc [Member] | |||||
Percentage of equity ownership interest | 100.00% | 100.00% | |||
GE Professionals DMCC [Member] | |||||
Percentage of equity ownership interest | 100.00% | 100.00% | |||
Cheshire Trafford U.K. Limited [Member] | |||||
Percentage of equity ownership interest | 100.00% | 100.00% | |||
Percentage of foreign taxable income | 19.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from Major Customers (Details) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Percentage of revenue from major customers | 100.00% | 100.00% | 100.00% |
Customer SCL [Member] | United Kingdom [Member] | |||
Percentage of revenue from major customers | 0.00% | 4.45% | |
Customer TLF [Member] | United Arab Emirates [Member] | |||
Percentage of revenue from major customers | 0.00% | 5.73% | |
Customer VME [Member] | Oman [Member] | |||
Percentage of revenue from major customers | 0.00% | 1.92% | |
Customer AGL [Member] | United Arab Emirates [Member] | |||
Percentage of revenue from major customers | 0.00% | 1.82% | |
Customer SAC [Member] | United Kingdom and Norway [Member] | |||
Percentage of revenue from major customers | 0.00% | 44.54% | |
Customer FAD [Member] | Saudi Arabia [Member] | |||
Percentage of revenue from major customers | 0.00% | 10.10% | |
Customer FAT [Member] | United Arab Emirates [Member] | |||
Percentage of revenue from major customers | 0.00% | 1.89% | |
Customer DUO [Member] | Sri Lanka [Member] | |||
Percentage of revenue from major customers | 1.39% | 1.69% | |
Customer EEC [Member] | United Arab Emirates [Member] | |||
Percentage of revenue from major customers | 20.35% | 24.80% | |
Customer OCS [Member] | Saudi Arabia/ Thailand [Member] | |||
Percentage of revenue from major customers | 11.15% | 3.06% | |
Customer GRL [Member] | United Kingdom [Member] | |||
Percentage of revenue from major customers | 20.84% | 0.00% | |
Customer CT Clients [Member] | United Kingdom [Member] | |||
Percentage of revenue from major customers | 46.27% | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Concentrations of Revenues (Details) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Concentrations of Revenues | 100.00% | 100.00% | 100.00% |
Initial Advisory Fees [Member] | |||
Concentrations of Revenues | 30.06% | ||
Ongoing Advisory Fees [Member] | |||
Concentrations of Revenues | 10.57% | ||
Renewal Commissions [Member] | |||
Concentrations of Revenues | 11.57% | ||
Trail or Recurring Commissions [Member] | |||
Concentrations of Revenues | 39.85% | ||
Other Revenue [Member] | |||
Concentrations of Revenues | 1.95% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Accounts Receivables with Major Customers (Details) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Percentage of account receivables from major customers | 100.00% | 100.00% | 100.00% |
Accounts Receivable [Member] | |||
Percentage of account receivables from major customers | 100.00% | 100.00% | |
Accounts Receivable [Member] | Customer EEC [Member] | |||
Percentage of account receivables from major customers | 0.00% | 94.82% | |
Accounts Receivable [Member] | Customer DUO [Member] | |||
Percentage of account receivables from major customers | 0.00% | 5.18% | |
Accounts Receivable [Member] | Customer OMIIRE [Member] | |||
Percentage of account receivables from major customers | 30.94% | 0.00% | |
Accounts Receivable [Member] | Customer CLI [Member] | |||
Percentage of account receivables from major customers | 16.62% | 0.00% | |
Accounts Receivable [Member] | Customer OMW [Member] | |||
Percentage of account receivables from major customers | 16.55% | 0.00% | |
Accounts Receivable [Member] | Customer AJB [Member] | |||
Percentage of account receivables from major customers | 6.02% | 0.00% | |
Accounts Receivable [Member] | Customer SW [Member] | |||
Percentage of account receivables from major customers | 5.41% | 0.00% | |
Accounts Receivable [Member] | Customer OMIIOM [Member] | |||
Percentage of account receivables from major customers | 4.51% | 0.00% | |
Accounts Receivable [Member] | Customer LIA [Member] | |||
Percentage of account receivables from major customers | 4.36% | 0.00% | |
Accounts Receivable [Member] | Customer RL [Member] | |||
Percentage of account receivables from major customers | 3.36% | 0.00% | |
Accounts Receivable [Member] | Customer Others [Member] | |||
Percentage of account receivables from major customers | 12.23% | 0.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 200,000 | |
New payments received during the period | ||
Cash deferred revenue recognized as revenue during the period | (100,000) | |
Deferred revenue eliminated due to the stock purchase and debt assumption agreement | (100,000) | |
Ending balance |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Potential Dilutive Common Stock (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Potential dilutive common stock | 864,401,475 | 735,828,807 |
Weighted average number of common shares - Basic | 525,534,409 | 423,709,805 |
Weighted average number of common shares - Dilutive | 1,389,936,384 | |
Series B Preferred Stock [Member] | ||
Potential dilutive common stock | 450,000,000 | 450,000,000 |
Series C Preferred Stock [Member] | ||
Potential dilutive common stock | 320,000,000 | 240,000,000 |
Convertible Notes [Member] | ||
Potential dilutive common stock | 94,401,975 | 45,828,807 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Changes in Accumulated Other Comprehensive Income (loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated other comprehensive income beginning balance | $ 1,181,795 | |
Other comprehensive loss before reclassification | 13,472 | |
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | (1,181,675) | |
Net current-period other comprehensive income | (1,168,203) | |
Accumulated other comprehensive income ending balance | 13,592 | 1,181,795 |
Foreign Currency Translation Adjustment [Member] | ||
Accumulated other comprehensive income beginning balance | 120 | |
Other comprehensive loss before reclassification | 13,472 | |
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | ||
Net current-period other comprehensive income | 13,472 | |
Accumulated other comprehensive income ending balance | 13,592 | 120 |
Unrealized Gain on Available for Sale Marketable Securities [Member] | ||
Accumulated other comprehensive income beginning balance | 1,181,675 | |
Other comprehensive loss before reclassification | ||
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | (1,181,675) | |
Net current-period other comprehensive income | (1,181,675) | |
Accumulated other comprehensive income ending balance | $ 1,181,675 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Level 1 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring and non-recurring basis | $ 2,029,340 | |
Level 2 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring and non-recurring basis | 1,458,848 | |
Level 3 - Non-Marketable Securities - Non-Recurring [Member] | ||
Fair value of assets recurring and non-recurring basis | $ 136 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Gain on available for sale marketable securities, net | $ (501,334) | $ 18,851 |
Level 1 - Marketable Securities - Recurring [Member] | ||
Balance, beginning | 2,029,340 | |
Securities transferred from long term investments valued at cost | 136 | 880,850 |
Sales and settlements during the period | (69,294) | 1,181,675 |
Gain on available for sale marketable securities, net | (504,334) | (33,185) |
Balance, ending | $ 1,458,848 | $ 2,029,340 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Changes in Level 3 Assets Measured at Fair Value (Details) - Level 3 - Non-Marketable Securities - Non-Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Balance, beginning | $ 136 | $ 3,085,322 |
Securities received for services during the period | ||
Sales as part of stock purchase agreement (See Note 5) | (603,000) | |
Securities transferred to marketable securities | (136) | (880,850) |
Impairment loss | (136) | |
Balance, ending | $ 136 |
Sale of Subsidiary (Details Nar
Sale of Subsidiary (Details Narrative) - USD ($) | Jun. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Sale Of Subsidiary | |||
Percentage of sold issued and outstanding common stock | 100.00% | ||
Liabilities and indebtedness | $ 626,052 | $ 626,052 | |
Gain on other income expenses | $ 23,052 | $ 23,052 |
Sale of Subsidiary - Schedule o
Sale of Subsidiary - Schedule of Sale of Subsidiary (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
No. of Shares | shares | 10,700,000 |
Book value | $ | $ 603,000 |
M1 Lux AG [Member] | |
Company | M1 Lux AG |
No. of Shares | shares | 2,000,000 |
Book value | $ | |
Status | Private Company |
Monkey Rock Group Inc. [Member] | |
Company | Monkey Rock Group Inc. |
No. of Shares | shares | 1,500,000 |
Book value | $ | |
Status | Reporting Company - OTC |
Voz Mobile Cloud Limited [Member] | |
Company | Voz Mobile Cloud Limited |
No. of Shares | shares | 3,200,000 |
Book value | $ | |
Status | Private Company |
Arrow Cars International Inc. [Member] | |
Company | Arrow Cars International Inc. |
No. of Shares | shares | 3,000,000 |
Book value | $ | $ 3,000 |
Status | Private Company |
Direct Security Integration Inc. [Member] | |
Company | Direct Security Integration Inc. |
No. of Shares | shares | 400,000 |
Book value | $ | |
Status | Private Company |
Primesite Developments Inc [Member] | |
Company | Primesite Developments Inc. |
No. of Shares | shares | 600,000 |
Book value | $ | $ 600,000 |
Status | Private Company |
Sale of Subsidiary - Schedule_2
Sale of Subsidiary - Schedule of Book Value of Assets and Liabilities (Details) - USD ($) | Jun. 05, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Sale Of Subsidiary | |||
Accounts payable | $ 114,780 | ||
Deferred revenue | 100,000 | ||
Accrued liabilities | 184,656 | ||
Accrued interest | 106,196 | $ 106,196 | |
Note Payable | 120,420 | ||
Liabilities assumed by the purchaser, Total | $ 626,052 | 626,052 | |
Less: Assets transferred to the acquirer (as stated above) | 603,000 | ||
Net gain on sale of subsidiary | $ 23,052 | $ 23,052 |
Acquisition of Cheshire Traff_3
Acquisition of Cheshire Trafford U.K. Limited (Details Narrative) | Aug. 02, 2018GBP (£) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Dec. 31, 2017USD ($) |
Business acquired, percentage | 100.00% | |||
Revenue | $ 143,947 | $ 224,526 | ||
Intangible assets totalling | 342,194 | |||
Goodwill | $ 142,924 | |||
Estimated life of intangible assets | 15 years | 15 years | ||
Accountant fees | $ 311,009 | $ 120,729 | ||
Customer Lists [Member] | ||||
Intangible assets totalling | $ 485,118 | |||
Acquisition of Cheshire Trafford U.K. Limited [Member] | ||||
Discount rate | 6.00% | |||
Fair value of contigent consideration | $ 284,298 | |||
Acquisition of Cheshire Trafford U.K. Limited [Member] | July 31, 2019 [Member] | ||||
Recurring income, percentage | 95.00% | 95.00% | ||
Acquisition of Cheshire Trafford U.K. Limited [Member] | GBP [Member] | ||||
Recurring income | £ | £ 144,185 | |||
Acquisition of Cheshire Trafford U.K. Limited [Member] | GBP [Member] | July 31, 2019 [Member] | ||||
Recurring income | £ | £ 144,185 | |||
First Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | ||||
Purchase consideration payable | $ 175,710 | |||
Second Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | ||||
Purchase consideration payable | $ 170,542 | |||
Acquisition due | 18 months | 18 months | ||
Third Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | ||||
Purchase consideration payable | $ 170,542 | |||
Acquisition due | 36 months | 36 months | ||
Two Installment [Member] | Acquisition of Cheshire Trafford U.K. Limited [Member] | ||||
Purchase consideration payable | $ 341,084 | |||
Acquisition of Cheshire Trafford U.K. Limited [Member] | ||||
Revenue | 66,613 | |||
Net loss | 30,242 | |||
Purchase consideration payable | $ 516,795 | |||
Estimated life of intangible assets | 15 years | 15 years | ||
Accountant fees | $ 23,000 | |||
Legal fees | $ 8,456 |
Acquisition of Cheshire Traff_4
Acquisition of Cheshire Trafford U.K. Limited - Schedule of Fair Value of Purchase Consideration (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Cash payment | $ 175,710 | |
Fair value of contingent consideration | 284,298 | |
Total Fair Value of Purchase Consideration | $ 460,008 |
Acquisition of Cheshire Traff_5
Acquisition of Cheshire Trafford U.K. Limited - Schedule of Fair Value of Net Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Business Combinations [Abstract] | ||
Cash | $ 4,743 | |
Accounts receivable - net | 6,555 | |
Intangibles - customer list | 342,194 | |
Goodwill | 142,924 | |
Property and equipment, net | 614 | |
Assets acquired | 497,030 | |
Accounts payable and accrued liabilities | 4,012 | |
Due to director of Cheshire Trafford | 33,010 | |
Liabilities assumed | (37,022) | |
Purchase consideration allocated | $ 460,008 |
Acquisition of Cheshire Traff_6
Acquisition of Cheshire Trafford U.K. Limited - Schedule of Intangible Assets Net Book Value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Estimated life of intangibles | 15 years | |
Fair value at date of acquisition | $ 342,194 | |
Fair value adjustment | (142,924) | |
Adjusted fair value of customer list intanagible asset | 342,194 | |
Amortization charge | (9,505) | |
Net Book Value | $ 332,689 |
Acquisition of Cheshire Traff_7
Acquisition of Cheshire Trafford U.K. Limited - Schedule of Proforma Consolidated Results of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Net revenues | $ 240,153 | $ 418,057 |
Net loss | $ (1,633,243) | $ (3,741,573) |
Net loss per share | $ 0 | $ (0.01) |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Jun. 28, 2018 | Jan. 12, 2018 | Jun. 05, 2017 | May 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 28, 2017 |
Number of shares issued to marketable securities | 3,481,133 | |||||||
Number of shares issued to marketable securities, value | $ 880,850 | |||||||
Number of common shares sold | 10,700,000 | 98,900 | ||||||
Gain on sale of investment | $ 18,851 | |||||||
Number of common stock revalued, shares | 5,835,392 | 3,382,233 | ||||||
Shares price per share | $ 0.60 | |||||||
Number of common stock revalued, value | $ 1,458,848 | $ 2,029,340 | ||||||
Unrealized gain on accumulated other comprehensive income | 1,181,675 | |||||||
Common stock, dividend shares | 1,187,059 | |||||||
Stock split ratio | Stock split ratio of 4:5 | |||||||
Sale of stock price per share | $ 0.0135 | |||||||
Sale of stock, value | $ 603,000 | |||||||
Common stock quoted market price per share | $ 0.25 | |||||||
Net loss on available for sale marketable securities | $ 501,334 | |||||||
Common Stock [Member] | ||||||||
Impairment of investments | 1,181,971 | |||||||
Preferred Stock [Member] | ||||||||
Impairment of investments | $ 419,365 | |||||||
Duo World Inc., [Member] | ||||||||
Number of shares issued to marketable securities | 136,600 | |||||||
Number of shares issued to marketable securities, value | $ 136 | |||||||
Number of common shares sold | 200 | 99,700 | ||||||
Shares price per share | $ 0.001 | |||||||
Common stock issued for conversion of preferred stock | 1,366,000 | |||||||
Sale of stock price per share | $ 0.60 | |||||||
Sale of stock, value | $ 120 | $ 69,714 | ||||||
Marketable Securities [Member] | Duo World Inc., [Member] | ||||||||
Number of shares issued to marketable securities | 136,600 | |||||||
Number of shares issued to marketable securities, value | $ 136 | |||||||
Shares price per share | $ 0.001 | |||||||
Common stock issued for conversion of preferred stock | 1,366,000 |
Investments - Schedule of Equit
Investments - Schedule of Equity Securities in Private Companies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
No. of Shares | 10,700,000 | |
Book value | $ 603,000 | |
Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | |
No. of Shares | 600,000 | |
Book value | $ 600,000 | |
Status | Private Company | |
Marketable Securities [Member] | ||
No. of Shares | 5,835,392 | 3,382,233 |
Book value | $ 1,458,848 | $ 2,029,340 |
Marketable Securities [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. (DUUO) | Duo World Inc |
No. of Shares | 5,835,392 | 3,382,233 |
Book value | $ 1,458,848 | $ 2,029,340 |
Common Equity Securities [Member] | ||
No. of Shares | 5,008,792 | 5,008,792 |
Book value | ||
Common Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 5,006,521 | 5,006,521 |
Book value | ||
Status | Private Company | Private Company |
Common Equity Securities [Member] | Quartal Financial Solutions AG [Member] | ||
Company | Quartal Financial Solutions AG | Quartal Financial Solutions AG |
No. of Shares | 2,271 | 2,271 |
Book value | ||
Status | Private Company | Private Company |
Preferred Equity Securities [Member] | ||
No. of Shares | 450,000 | 586,600 |
Book value | $ 136 | |
Preferred Equity Securities [Member] | Duo World Inc., [Member] | ||
Company | Duo World Inc. | Duo World Inc. |
No. of Shares | 136,600 | |
Book value | $ 136 | |
Status | Reporting Company - OTC | Reporting Company - OTC |
Preferred Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | Primesite Developments Inc. | Primesite Developments Inc. |
No. of Shares | 450,000 | 450,000 |
Book value | ||
Status | Private Company | Private Company |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,282 | $ 9,349 |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Furniture and Equipment | $ 44,813 | $ 40,016 |
Accumulated depreciation | (40,159) | (37,949) |
Net book value of CT fixed assets (see below) | 526 | |
Net fixed assets | $ 5,180 | $ 2,067 |
Furniture and Equipment [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | |
Furniture and Equipment [Member] | Maximum [Member] | ||
Estimated useful life | 5 years | |
Net Book Value of Fixed Asset [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | |
Net Book Value of Fixed Asset [Member] | Maximum [Member] | ||
Estimated useful life | 10 years |
Fixed Assets - Schedule of Net
Fixed Assets - Schedule of Net Book Value of Fixed Assets (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accumulated depreciation,Beginning balance | $ 37,949 | ||
Acumulated depreciation, Depreciation charge for the period | 2,282 | $ 9,349 | |
Accumulated depreciation, Ending balance | $ 40,159 | 40,159 | 37,949 |
Net book value | 526 | 526 | |
Cheshire Trafford [Member] | |||
Cost, Translation rate differences | (1,048) | ||
Cost, Ending balance | 37,196 | 37,196 | |
Acumulated depreciation, Depreciation charge for the period | 72 | ||
Acumulated depreciation, Translation rate differences | (1,031) | ||
Accumulated depreciation, Ending balance | 36,670 | 36,670 | |
Net book value | 526 | 526 | |
Cheshire Trafford [Member] | Furniture and Equipment [Member] | |||
Cost, Translation rate differences | (607) | ||
Cost, Ending balance | 21,530 | 21,530 | |
Acumulated depreciation, Depreciation charge for the period | 72 | ||
Acumulated depreciation, Translation rate differences | (590) | ||
Accumulated depreciation, Ending balance | 21,004 | 21,004 | |
Net book value | 526 | 526 | |
Cheshire Trafford [Member] | Computer Equipment [Member] | |||
Cost, Translation rate differences | (441) | ||
Cost, Ending balance | 15,666 | 15,666 | |
Acumulated depreciation, Depreciation charge for the period | |||
Acumulated depreciation, Translation rate differences | (441) | ||
Accumulated depreciation, Ending balance | 15,666 | 15,666 | |
Net book value |
Debt, Accounts Payable and Ac_3
Debt, Accounts Payable and Accrued Liabilities (Details Narrative) | Oct. 10, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 06, 2018USD ($)$ / shares | Jun. 05, 2018USD ($)$ / sharesshares | Jun. 05, 2018USD ($)$ / sharesshares | Jan. 23, 2018USD ($) | Jan. 17, 2018USD ($) | Dec. 27, 2017USD ($)$ / sharesshares | Dec. 04, 2017USD ($)$ / sharesshares | Nov. 15, 2017USD ($) | Oct. 25, 2017USD ($)$ / sharesshares | Sep. 26, 2017USD ($)$ / sharesshares | Sep. 11, 2017USD ($)$ / sharesshares | Aug. 09, 2017USD ($)$ / shares | Aug. 02, 2017USD ($)$ / sharesshares | Jul. 10, 2017USD ($)$ / sharesshares | Jun. 05, 2017USD ($)$ / shares | Jun. 02, 2017USD ($)$ / sharesshares | May 12, 2017USD ($)$ / sharesshares | Apr. 13, 2017USD ($)$ / sharesshares | Mar. 28, 2017USD ($)$ / sharesshares | Feb. 23, 2017USD ($)$ / shares | Feb. 23, 2017USD ($)$ / shares | Feb. 06, 2017USD ($)$ / shares | Feb. 02, 2017USD ($)$ / sharesshares | Dec. 06, 2016USD ($) | Dec. 01, 2016USD ($)$ / sharesshares | Oct. 13, 2016USD ($) | Sep. 16, 2016USD ($)$ / sharesshares | Aug. 25, 2016USD ($) | Jul. 02, 2016USD ($)$ / shares | Apr. 28, 2016USD ($) | Dec. 07, 2013USD ($)shares | Dec. 07, 2013GBP (£)shares | Dec. 07, 2013USD ($)shares | Oct. 17, 2013USD ($)shares | Oct. 09, 2013USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2018GBP (£) | Jun. 08, 2018USD ($) | Jun. 06, 2018GBP (£) | Jan. 19, 2018USD ($) | Jan. 12, 2018USD ($)$ / shares | Jan. 12, 2018GBP (£) | Nov. 03, 2017USD ($) | Nov. 03, 2017GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 21, 2015USD ($) | Sep. 18, 2015USD ($) | Oct. 17, 2013GBP (£) |
Accrued penalties | $ 5,000 | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 106,196 | $ 112,463 | $ 204,461 | $ 106,196 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ .001 | $ .001 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0135 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 160,000 | $ 432,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock value issued | 525,534 | 525,534 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 120,420 | $ 120,420 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted shares | shares | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | $ 56,196 | $ 56,196 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Excess of restricted stock issued | shares | 20,000 | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued provision for potential damages | $ 184,656 | $ 184,656 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 120,505 | 125,512 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | 1,642,501 | 181,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 4,167 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 78,099 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest payable | 106,196 | 106,196 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | |||||||||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | 48,754 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 243,364 | $ (113,148) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 53,850 | $ 59,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 41,766,667 | 18,200,000 | 17,183,333 | 8,300,000 | 8,050,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | $ 0.60 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 38,220 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 399,087 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 35.00% | 35.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Installment as per the amended agreement | $ 325,012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 64,487 | $ 19,775 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Xantis Private Equity Fund [Member] | January 14, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 21,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 424,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 184,250 | 56,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | $ 248,737 | 76,275 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mammoth Corporation [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.006 | $ 0.0021 | $ 0.004 | $ 0.0038 | $ 0.0039 | $ 0.0197 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 3,167,647 | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 2,647 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 0 | $ 163,350 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion | $ 58,570 | $ 54,981 | $ 66,527 | $ 40,305 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.0013362 | $ 0.00108 | $ 0.00169 | $ 0.00204 | $ 0.00234 | $ 0.003575 | $ 0.00429 | $ 0.006565 | $ 0.0080925 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 62,800 | $ 21,600 | $ 33,800 | $ 20,400 | $ 23,400 | $ 33,563 | $ 33,562 | $ 67,125 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 47,000,000 | 20,000,000 | 10,000,000 | 10,000,000 | 9,388,252 | 7,823,310 | 10,224,676 | 6,178,560 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | $ 0.017 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 250,600 | $ 68,733 | $ 31,540 | $ 31,395 | $ 39,324 | |||||||||||||||||||||||||||||||||||||||||||||||
Default trading description | This default clause can be remedied by trading over $0.0135 for 4 consecutive trading days. | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common shares | $ 92,133 | $ 88,543 | $ 133,652 | |||||||||||||||||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0106 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 20.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | $ 27,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 135,000 | $ 167,500 | $ 148,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 162,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain loss on conversion | $ 14,850 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | $ 0.017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 25,944 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 27,000 | 14,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 135,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in principal amount | 148,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 162,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in principal amount | 163,350 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,269 | $ 160,402 | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 319,598 | 21,075 | $ 21,075 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period | shares | 1,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loans principal balance | $ 319,598 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,269 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Due to default in payment of additional interest | 1,689 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest payable | 6,958 | 6,958 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Secured Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 17,058 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | 167,500 | 260,584 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | 9,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | $ 286,642 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loan monthly payment | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 37,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 167,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 117.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 31,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 130,423 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest payable | $ 9,188 | 57,434 | 203,642 | |||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 16,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Full and final settlement for convertible note | 63,233 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal amount | 1,045 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis Private Equity Fund [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | 400,000 | $ 2,680,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 36,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 13, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | St.George Investments LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0071 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 167,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | $ 16,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 184,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | St.George Investments LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in principal amount | $ 167,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in principal amount | 184,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | William Marshal Plc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 2,680,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | William Marshal Plc [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 24, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 1,940,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Jun. 9, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 735,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 110,887 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 653,040 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | $ 98,651 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 11, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 5,443,836 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 39,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,326 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 65,326 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, shares | shares | 5,443,836 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued during period, value | $ 27,764 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on conversion of notes | $ 37,562 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common shares, per share | shares | 0.0051 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Five Note [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0179 | $ 0.0179 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | $ 16,750 | $ 16,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | 184,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | $ 9,754 | $ 9,754 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.017 | $ 0.017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Five Note [Member] | St.George Investments LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 167,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Five Note [Member] | St.George Investments LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in principal amount | 167,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 16,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Five Note [Member] | St.George Investments LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Increase in principal amount | $ 184,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||
New Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 9,754 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note One [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,889 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | 64,487 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Note Two [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,889 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 19,775 | |||||||||||||||||||||||||||||||||||||||||||||||||||
One Installment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Two Installment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Three Installment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Four Installment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Five Installment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Six Installment [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0045 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 53,000 | $ 56,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 3,000 | $ 6,500 | 2,899 | 3,611 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | 5,389 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest payable | 819 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain (loss) on debt extinguishment | $ 28,538 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price, percentage | 65.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument discount, percentage | 35.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of debt | 76,275 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 24,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 34,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 1,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 23,277 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 5,819 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | 735,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 60,064 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Unamortized debt discount | 50,824 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Note Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 20,552 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 3,328 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | 653,040 | |||||||||||||||||||||||||||||||||||||||||||||||||||
GBP [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | $ 75,000 | £ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repayment of loan | £ 35,000 | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
GBP [Member] | Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | £ | £ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 16,000 | £ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
GBP [Member] | Secured Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instruments principal amount | £ | £ 220,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
GBP [Member] | Convertible Notes [Member] | Xantis Private Equity Fund [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
GBP [Member] | Convertible Notes [Member] | William Marshal Plc [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
GBP [Member] | Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Secured loan | £ | £ 1,700,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
January 15, 2018 and Ending On June 15, 2018 [Member] | Note One [Member] | Rider Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Installment as per the amended agreement | $ 54,168 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value equivalents | shares | 240,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 2,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | $ 160,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Quoted trading price | $ / shares | 0.004 | $ 0.004 | $ 0.0028 | |||||||||||||||||||||||||||||||||||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.004 | $ 0.004 | $ 0.0028 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock | shares | 320,000 | 320,000 | 672,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock into common stock | shares | 100 | 100 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value equivalents | shares | 80,000,000 | 80,000,000 | 240,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 320,000 | $ 672,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 432,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock value issued | $ 160,000 | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion of accrued fee value | 240,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Officers and Directors [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued salary | $ 160,000 | $ 160,000 | $ 240,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of accrued salaries into stock | shares | 800,000 | 800,000 | 2,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 320,000 | $ 672,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 432,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
CEO [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued salary | $ 400 | $ 400 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.004 | $ 0.004 | $ 0.0028 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value equivalents | shares | 40,000,000 | 40,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 280,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 80,000 | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock value issued | $ 160,000 | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 400,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Additional stock based compensation | $ 80,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
CFO [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued salary | $ 400 | $ 400 | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.004 | $ 0.004 | $ 0.0028 | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value equivalents | shares | 40,000,000 | 40,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 280,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 80,000 | $ 180,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock value issued | $ 160,000 | $ 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 400,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Additional stock based compensation | $ 80,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Managing Director [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued salary | $ 400 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0028 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value equivalents | shares | 40,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock | $ 112,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 72,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for conversion, shares | shares | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Additional stock based compensation | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
St. George [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 135,000 | $ 167,500 | $ 148,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Private Individual [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fair value shares | $ / shares | $ 0.0198 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debt | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.012 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt beneficial conversion feature | $ 39,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
IRS [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 390 |
Debt, Accounts Payable and Ac_4
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 86,418 | $ 113,770 |
Accounts payable and other accrued liabilities | 62,851 | 64,032 |
Total | $ 149,269 | $ 177,802 |
Debt, Accounts Payable and Ac_5
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities to Related Parties (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 161,823 | $ 233,869 |
Expenses payable | 8,393 | 5,096 |
Accounts payable and accrued expenses - related parties | $ 170,216 | $ 238,965 |
Debt, Accounts Payable and Ac_6
Debt, Accounts Payable and Accrued Liabilities - Schedule of Loans Payable Related Parties (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Balance, beginning | ||
Proceeds from loans | 12,663 | 49,130 |
Repayments | (12,663) | (49,130) |
Balance, ending |
Debt, Accounts Payable and Ac_7
Debt, Accounts Payable and Accrued Liabilities - Summary of Non-Convertible Notes Net of Discount and Accrued Interest (Details) - USD ($) | Dec. 31, 2018 | Jan. 17, 2018 | Dec. 31, 2017 |
Accrued Interest | $ 106,196 | $ 106,196 | |
Discount | 78,099 | ||
Total payable | 260,584 | 340,673 | |
Non-convertible Notes October 17, 2013 - EDEN [Member] | |||
Principal | 319,598 | ||
Accrued Interest | 160,402 | ||
Total payable | 480,000 | ||
Non-convertible Notes November 26, 2013 JSP [Member] | |||
Principal | |||
Accrued Interest | 37,971 | 37,971 | |
Total payable | 37,971 | 37,971 | |
Non-convertible Notes November 3, 2017 MPD [Member] | |||
Principal | 21,075 | ||
Accrued Interest | 5,269 | ||
Total payable | 26,344 | ||
Non-Convertible Notes [Member] | |||
Principal | 260,584 | 340,673 | |
Accrued Interest | 5,029 | 203,642 | |
Total payable | 315,613 | 544,315 | |
Non-convertible Notes September 30, 2018 EDEN [Member] | |||
Principal | 260,584 | ||
Accrued Interest | 17,058 | ||
Total payable | 277,642 | ||
Convertible Note July 1, 2016 - Mammoth Corp [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal (net of debt discount) | |||
Total payable | |||
Convertible Note February 6, 2017 - MPD [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal (net of debt discount) | |||
Total payable | |||
Convertible Note February 23, 2017 - Mammoth Corp [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal (net of debt discount) | |||
Total payable | |||
Convertible Note April 13, 2017 - Mammoth Corp [Member] | |||
Principal | |||
Accrued Interest | |||
Discount | |||
Principal (net of debt discount) | |||
Total payable | |||
Convertible Note June 5, 2017 - Mammoth Corp [Member] | |||
Principal | 248,737 | ||
Accrued Interest | |||
Discount | |||
Principal (net of debt discount) | 248,737 | ||
Total payable | 248,737 | ||
Convertible Note August 9, 2017 - Mammoth Corp [Member] | |||
Principal | 76,275 | ||
Discount | 2,889 | ||
Principal (net of debt discount) | 73,386 | ||
Total payable | 73,386 | ||
Convertible Note November 15, 2017 - Power Up Lending [Member] | |||
Principal | 81,538 | ||
Accrued Interest | 819 | ||
Discount | 2,500 | ||
Principal (net of debt discount) | 79,038 | ||
Total payable | 79,857 | ||
Convertible Note [Member] | |||
Principal | 406,550 | ||
Accrued Interest | 819 | ||
Discount | 0 | 5,389 | |
Principal (net of debt discount) | 401,161 | ||
Total payable | 401,980 | ||
Convertible Notes January 17, 2018 Xantis PE Fund [Member] | |||
Principal | 400,000 | ||
Accrued Interest | 23,277 | ||
Discount | 1,500 | ||
Principal (net of debt discount) | 398,500 | ||
Total payable | 421,777 | ||
Convertible Notes January 23, 2018 William Marshal Plc [Member] | |||
Principal | 100,000 | ||
Accrued Interest | 5,819 | ||
Discount | |||
Principal (net of debt discount) | 100,000 | ||
Total payable | 105,819 | ||
Convertible Notes June 8, 2018 Xantis AION Sec Fund [Member] | |||
Principal | 735,000 | ||
Accrued Interest | 25,010 | ||
Discount | 50,824 | ||
Principal (net of debt discount) | 684,176 | ||
Total payable | 709,186 | ||
Convertible Note October 10, 2018 - Xantis AION Sec Fund [Member] | |||
Principal | 653,040 | ||
Accrued Interest | 3,328 | ||
Discount | 78,099 | ||
Principal (net of debt discount) | 574,941 | ||
Total payable | 578,269 | ||
Convertible Notes [Member] | |||
Principal | 1,888,040 | ||
Accrued Interest | 57,434 | $ 9,188 | 203,642 |
Discount | 130,423 | $ 0 | |
Principal (net of debt discount) | 1,757,617 | ||
Total payable | $ 1,815,051 |
Debt, Accounts Payable and Ac_8
Debt, Accounts Payable and Accrued Liabilities - Schedule of Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Note Payable 1 [Member] | |
Balance, beginning | $ 153,333 |
Amortizationof OID and issuance costs during the year | 14,167 |
Exchange of Note | (167,500) |
Balance, ending | |
Note Payable 2 [Member] | |
Balance, beginning | 114,584 |
Amortizationof OID and issuance costs during the year | 20,416 |
Exchange of Note | (135,000) |
Balance, ending | |
Note Payable 3 [Member] | |
Balance, beginning | 132,083 |
Amortizationof OID and issuance costs during the year | 35,417 |
Exchange of Note | (167,500) |
Balance, ending |
Debt, Accounts Payable and Ac_9
Debt, Accounts Payable and Accrued Liabilities - Schedule of Notes Payable (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2017 | |
Note Payable 1 [Member] | |
Exchange of note date | Feb. 23, 2017 |
Note Payable 2 [Member] | |
Exchange of note date | Apr. 13, 2017 |
Note Payable 3 [Member] | |
Exchange of note date | Jun. 5, 2017 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal tax expense, statutory tax rate | 21.00% | 35.00% | |
Valuation allowance amount | $ (108,904) | ||
Income tax computation amount | $ 111,736 | ||
Provision for income tax | $ 2,832 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income Tax (benefit) provision at statutory rate: | $ (338,309) | $ (1,298,911) |
Non-Taxable foreign earnings / losses | 208,797 | 596,027 |
Amortization of debt discount | 25,306 | 43,929 |
Impairment loss on investments at cost | 560,468 | |
Loss on conversion of notes | 224,890 | |
Gain on sale of subsidiary | (8,068) | |
Gain on sale of marketable securities | (6,598) | |
Unrealized loss on marketable securities | 107,248 | |
Other | (3,042) | |
Change in valuation allowance | (108,904) | |
Total | $ 2,832 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets (liabilities), current | ||
Deferred tax assets (liabilities), non-current, Net operating loss carry - forward | ||
Deferred tax assets (liabilities), non-current, Valuation allowance | ||
Net deferred tax assets (liabilities) | ||
Non-current assets (liabilities) | ||
Deferred tax assets and liabilities |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 05, 2018 | Dec. 04, 2017 | Oct. 25, 2017 | Sep. 26, 2017 | Sep. 18, 2017 | Sep. 11, 2017 | Aug. 02, 2017 | Jul. 10, 2017 | Jun. 02, 2017 | May 12, 2017 | Apr. 13, 2017 | Mar. 28, 2017 | Feb. 02, 2017 | Dec. 01, 2016 | Nov. 11, 2016 | Nov. 10, 2016 | Sep. 16, 2016 | May 19, 2015 | Nov. 30, 2011 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 15, 2015 |
Number of shares issued during period | 41,766,667 | 18,200,000 | 17,183,333 | 8,300,000 | 8,050,000 | |||||||||||||||||
Debt instrument conversion price per share | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | |||||||||||
Shares price per share | $ 0.60 | |||||||||||||||||||||
Common stock, value | $ 525,534 | $ 525,534 | ||||||||||||||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common stock, shares issued | 525,534,409 | 525,534,409 | ||||||||||||||||||||
Common stock, shares outstanding | 525,534,409 | 525,534,409 | ||||||||||||||||||||
Converted to common stock | $ 53,850 | $ 59,500 | ||||||||||||||||||||
Stock issued during period, value, new issues | $ 20,000,000 | |||||||||||||||||||||
Mammoth Corporation [Member] | ||||||||||||||||||||||
Number of shares issued during period | 47,000,000 | 20,000,000 | 10,000,000 | 10,000,000 | 9,388,252 | 7,823,310 | 10,224,676 | 6,178,560 | 5,000,000 | |||||||||||||
Debt instrument conversion price per share | $ 0.0013362 | $ 0.00108 | $ 0.00169 | $ 0.00204 | $ 0.00234 | $ 0.003575 | $ 0.00429 | $ 0.006565 | $ 0.0080925 | $ 0.01 | ||||||||||||
Shares price per share | $ 0.017 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 3,167,647 | 3,500,000 | ||||||||||||||||||||
Converted to common stock | $ 62,800 | $ 21,600 | $ 33,800 | $ 20,400 | $ 23,400 | $ 33,563 | $ 33,562 | $ 67,125 | $ 50,000 | |||||||||||||
Stock issued during period, value, new issues | $ 50,000 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Convertible shares of common stock | 777,000,000 | |||||||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||||||
Convertible shares of common stock | 100 | 100 | ||||||||||||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||||||||||||
Common stock, value | $ 160,000 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 800,000 | |||||||||||||||||||||
Converted to common stock | $ 240,000 | |||||||||||||||||||||
Officers and Directors One [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||||
Officers and DirectorsTwo [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 50,000,000 | |||||||||||||||||||||
Officer and Director [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||||||||
Preferred stock voting rights | 10 votes per share | |||||||||||||||||||||
Convertible shares of common stock | 10 | |||||||||||||||||||||
Convertible Series A Preferred Stock [Member] | ||||||||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||||||||
Convertible Series A Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||
Preferred stock redemption and returned shares | 1,983,332 | |||||||||||||||||||||
Convertible Series B Preferred Stock [Member] | ||||||||||||||||||||||
Number of preferred stock designated | 45,000,000 | |||||||||||||||||||||
Preferred stock voting rights | 10 votes per share | |||||||||||||||||||||
Convertible shares of common stock | 10 | |||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 45,000,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Officers and Directors [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 20,000,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Officers and Directors One [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 20,000,000 | |||||||||||||||||||||
Series B Preferred Stock [Member] | Officers and DirectorsTwo [Member] | ||||||||||||||||||||||
Stock repurchased and retired during period, shares | 5,000,000 | |||||||||||||||||||||
Convertible Series C Preferred Stock [Member] | ||||||||||||||||||||||
Number of preferred stock designated | 5,000,000 | |||||||||||||||||||||
Preferred stock voting rights | 100 votes per share | |||||||||||||||||||||
Convertible shares of common stock | 100 | |||||||||||||||||||||
Convertible Series C Preferred Stock [Member] | Officers and Directors [Member] | ||||||||||||||||||||||
Accrued salary | $ 160,000 | $ 240,000 | ||||||||||||||||||||
Number of shares issued during period | 800,000 | 2,400,000 | ||||||||||||||||||||
Debt instrument conversion price per share | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Shares price per share | $ 0.004 | $ 0.0028 | ||||||||||||||||||||
Common stock, value | $ 320,000 | $ 672,000 | ||||||||||||||||||||
Convertible Note No. 1 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.01 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 5,000,000 | |||||||||||||||||||||
Converted to common stock | $ 89,324 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 50,000 | |||||||||||||||||||||
Convertible Note No. 2 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.0080925 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 6,178,560 | |||||||||||||||||||||
Converted to common stock | $ 90,305 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 50,000 | |||||||||||||||||||||
Convertible Note No. 2 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.006565 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 10,224,676 | |||||||||||||||||||||
Converted to common stock | $ 67,125 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 133,652 | |||||||||||||||||||||
Convertible Note No. 2 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.00429 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 7,823,310 | |||||||||||||||||||||
Converted to common stock | $ 33,562 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 88,543 | |||||||||||||||||||||
Convertible Note No. 2 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.003575 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 9,388,252 | |||||||||||||||||||||
Converted to common stock | $ 33,563 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 92,133 | |||||||||||||||||||||
Convertible Note No. 3 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.00234 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 10,000,000 | |||||||||||||||||||||
Converted to common stock | $ 23,400 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 54,795 | |||||||||||||||||||||
Convertible Note No. 3 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.00204 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 100,000,000 | |||||||||||||||||||||
Converted to common stock | $ 20,400 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 51,940 | |||||||||||||||||||||
Convertible Note No. 3 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.00169 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 20,000,000 | |||||||||||||||||||||
Converted to common stock | $ 33,800 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 102,533 | |||||||||||||||||||||
Convertible Note No. 3 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.00108 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 20,000,000 | |||||||||||||||||||||
Converted to common stock | $ 21,600 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 59,820 | |||||||||||||||||||||
Convertible Note No. 3 [Member] | Common Stock [Member] | Mammoth Corporation [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.0013362 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 47,000,000 | |||||||||||||||||||||
Converted to common stock | $ 62,800 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 313,400 | |||||||||||||||||||||
Convertible Note [Member] | Private Lender [Member] | Common Stock [Member] | ||||||||||||||||||||||
Debt instrument conversion price per share | $ 0.012 | |||||||||||||||||||||
Common stock shares issued for conversion of debt | 5,443,836 | |||||||||||||||||||||
Converted to common stock | $ 65,326 | |||||||||||||||||||||
Stock issued during period, value, new issues | $ 27,764 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||
Total revenues | $ 143,947 | $ 224,526 |
Pension Plan (Details Narrative
Pension Plan (Details Narrative) | 5 Months Ended |
Dec. 31, 2018USD ($) | |
Post Acquisition [Member] | |
Pension contribution | $ 2,069 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 05, 2018 | Dec. 04, 2017 | Oct. 25, 2017 | Sep. 26, 2017 | Sep. 11, 2017 | Aug. 02, 2017 | Jul. 10, 2017 | Dec. 01, 2016 | Nov. 11, 2016 | Sep. 16, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock shares issued for conversion of debt, value | $ 53,850 | $ 59,500 | ||||||||||
Preferred stock, par value | $ .001 | $ .001 | ||||||||||
Stock price per share | $ 0.60 | |||||||||||
Stock based compensation | $ 160,000 | $ 432,000 | ||||||||||
Number shares issued, shares | 41,766,667 | 18,200,000 | 17,183,333 | 8,300,000 | 8,050,000 | |||||||
Stock issued during period, value, new issues | $ 20,000,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Common stock shares issued for conversion of debt, value | $ 160,000 | |||||||||||
Common stock shares issued for conversion of debt | 2,400,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Stock price per share | $ 0.004 | $ 0.0028 | ||||||||||
Officers and Directors [Member] | ||||||||||||
Common stock shares issued for conversion of debt, value | $ 240,000 | |||||||||||
Common stock shares issued for conversion of debt | 800,000 | |||||||||||
Stock based compensation | $ 432,000 | |||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||
Officers and Directors [Member] | Series C Preferred Stock [Member] | ||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Proceeds from issuance of preferred stock | $ 320,000 | $ 672,000 | ||||||||||
Stock based compensation | $ 432,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Aug. 02, 2018USD ($) | Jun. 05, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 07, 2013USD ($)shares | Dec. 07, 2013GBP (£)shares | Dec. 07, 2013USD ($)shares | Oct. 17, 2013USD ($)shares | Oct. 09, 2013USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) | Oct. 17, 2013GBP (£) |
Secured loan | $ 120,420 | $ 120,420 | |||||||||||
Restricted shares | shares | 10,000 | 10,000 | |||||||||||
Repayment of loan | $ 56,196 | $ 56,196 | |||||||||||
Excess of restricted stock issued | shares | 20,000 | 20,000 | 20,000 | ||||||||||
Litigation settlement amount | $ 411,272 | $ 411,272 | |||||||||||
Due to litigation amount | $ 411,272 | $ 226,616 | |||||||||||
Litigation damages | $ 184,656 | ||||||||||||
Rent expense | $ 37,041 | ||||||||||||
Rent Agreement [Member] | From August 2018 until July 2019 [Member] | |||||||||||||
Lease agreement period | 1 year | 1 year | 1 year | ||||||||||
Rental expenses | $ 2,890 | ||||||||||||
Rent Agreement [Member] | From August 2018 until July 2019 [Member] | Post Acquisition [Member] | |||||||||||||
Rental expenses | $ 14,448 | ||||||||||||
GBP [Member] | |||||||||||||
Secured loan | $ 75,000 | £ 75,000 | |||||||||||
Repayment of loan | £ 35,000 | $ 35,000 | |||||||||||
GBP [Member] | Rent Agreement [Member] | From August 2018 until July 2019 [Member] | |||||||||||||
Rental expenses | $ 2,000 |
Segment Information (Details Na
Segment Information (Details Narrative) - Integar | Aug. 02, 2018 | Dec. 31, 2017 |
Segment Reporting [Abstract] | ||
Reportable segments | 2 | 1 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 143,947 | $ 224,526 |
Depreciation and amortization | 11,787 | 9,349 |
Net income / (loss) | (1,620,499) | (3,711,173) |
Identifiable long-lived tangible assets | 5,180 | 2,067 |
Consultancy [Member] | ||
Revenues | 77,334 | 224,526 |
Depreciation and amortization | 2,210 | 9,349 |
Net income / (loss) | (1,590,257) | (3,711,173) |
Identifiable long-lived tangible assets | 4,654 | 2,067 |
Insurance Brokerage [Member] | ||
Revenues | 66,613 | |
Depreciation and amortization | 9,577 | |
Net income / (loss) | (30,242) | |
Identifiable long-lived tangible assets | $ 526 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 06, 2019 | Jan. 24, 2019 | Jan. 14, 2019 | Dec. 04, 2017 | Oct. 25, 2017 | Sep. 11, 2017 | Aug. 02, 2017 | Jul. 10, 2017 | Jun. 02, 2017 | May 12, 2017 | Apr. 13, 2017 | Mar. 28, 2017 | Dec. 01, 2016 | Sep. 16, 2016 |
Number of shares issued during period, shares | 41,766,667 | 18,200,000 | 17,183,333 | 8,300,000 | 8,050,000 | |||||||||
Conversion price, per share | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.012 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | $ 0.017 | |||
Number of common stock shares issued, value | $ 20,000,000 | |||||||||||||
Subsequent Event [Member] | Xantis Private Equity [Member] | ||||||||||||||
Number of shares issued during period, shares | 21,200,000 | |||||||||||||
Conversion price, per share | $ 0.02 | |||||||||||||
Number of common stock shares issued, value | $ 424,000 | |||||||||||||
Outstanding principal loan and accrued interest | $ 0 | |||||||||||||
Subsequent Event [Member] | William Marshall Plc [Member] | ||||||||||||||
Number of shares issued during period, shares | 5,300,000 | |||||||||||||
Conversion price, per share | $ 0.02 | |||||||||||||
Number of common stock shares issued, value | $ 106,000 | |||||||||||||
Outstanding principal loan and accrued interest | $ 0 | |||||||||||||
Subsequent Event [Member] | Cheshire Trafford U.K. Limited [Member] | ||||||||||||||
Agreement description | The basic terms of the agreement were as follows: a) CT would be paid a standard fee of 1,200 GBP (1,531 USD) for all new clients introduced, b) CT would retain 50% of all net initial commissions, c) CT would retain 66.67% of all on-going trail or recurring commissions, d) GAA agreed to endeavor to write / introduce at least 2,000,000 GBP (2,552,042 USD) of new business per month and finally, e) the term of the agreement with GAA would be initially for 24 months and would be renewable. | |||||||||||||
Standard fees | $ 1,531 | |||||||||||||
Subsequent Event [Member] | Cheshire Trafford U.K. Limited [Member] | GBP [Member] | ||||||||||||||
Standard fees | $ 1,200 |