Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 10, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ARGENTUM 47, INC. | |
Entity Central Index Key | 0001533106 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 552,034,409 | |
Trading Symbol | ARGQ | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash & cash equivalents | $ 12,272 | $ 183,588 |
Accounts receivable | 7,330 | 13,679 |
Marketable securities at fair value | 787,778 | 1,458,848 |
Prepaids | 2,081 | 2,221 |
Other current assets | 809,461 | 1,658,336 |
Assets of discontinued operations | 5,282 | 16,925 |
Total current assets | 814,743 | 1,675,261 |
Non-Current Assets | ||
Intangibles, net | 326,986 | 332,689 |
Goodwill | 142,924 | 142,924 |
Fixed assets, net | 5,044 | 5,180 |
Total non-current assets | 474,954 | 480,793 |
Total assets | 1,289,697 | 2,156,054 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 147,241 | 69,735 |
Accounts payable and accrued liabilities - related parties | 202,443 | 164,568 |
Loans payable - related parties | 10,000 | |
Accrued interest | 97,903 | 112,463 |
Notes payable | 260,584 | 260,584 |
Fixed price convertible notes payable - net of discount of $76,538 and $130,423, respectively | 1,311,502 | 1,757,617 |
Other current liabilities | 2,029,673 | 2,364,967 |
Liabilities relating to discontinued operations | 85,182 | |
Total current liabilities | 2,029,673 | 2,450,149 |
Non-Current Liabilities | ||
Payable for acquisition | 294,439 | 283,732 |
Total non-current liabilities | 294,439 | 283,732 |
Total liabilities | 2,324,112 | 2,733,881 |
Commitments and contingencies (Note 14) | ||
Stockholders' Deficit | ||
Common stock: 950,000,000 shares authorized; $0.001 par value: 552,034,409 and 525,534,409 shares issued and outstanding, respectively. | 552,034 | 525,534 |
Additional paid in capital | 10,691,562 | 10,188,062 |
Accumulated deficit | (12,328,702) | (11,353,215) |
Accumulated other comprehensive income | 2,491 | 13,592 |
Total stockholders' deficit | (1,034,415) | (577,827) |
Total liabilities and stockholders' deficit | 1,289,697 | 2,156,054 |
Convertible Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | 45,000 | 45,000 |
Convertible Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 3,200 | $ 3,200 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Debt discount net | $ 76,538 | $ 130,423 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares issued | ||
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 552,034,409 | 525,534,409 |
Common stock, shares outstanding | 552,034,409 | 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 | 3,200,000 |
Preferred stock, shares outstanding | 3,200,000 | 3,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 34,189 | $ 30,800 |
General and administrative expenses | 52,116 | 28,426 |
Compensation | 121,191 | 117,000 |
Professional services | 50,020 | 112,834 |
Depreciation | 627 | 152 |
Amortization of intangibles | 5,703 | |
Total operating expenses | 229,657 | 258,412 |
Loss from continuing operations | (195,468) | (227,612) |
Other income (expenses): | ||
Interest expense | (25,863) | (17,596) |
Amortization of debt discount | (53,885) | (12,889) |
(Loss) / gain on available for sale marketable securities, net | (671,070) | 392,123 |
Gain on extinguishment of debt and other liabilities | 28,538 | |
Exchange rate gain / (loss) | 4,437 | (526) |
Total other (expenses) / other income | (746,381) | 389,650 |
Net (loss) / income from continuing operations | (941,849) | 162,038 |
Discontinued operations (Note 6) | ||
Net loss from operations of discontinued subsidiary (including loss due to fixed assets write off of $164 in the quarter ended March 31, 2019) | (33,638) | (40,089) |
Net (loss) / income | $ (975,487) | $ 121,949 |
Net (loss) / income per common share from continuing operations - basic | $ 0 | $ 0 |
Net (loss) / income per common share from continuing operations - diluted | 0 | 0 |
Net (loss) / income per common share from discontinued operations - basic | 0 | 0 |
Net (loss) / income per common share from discontinued operations - diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic | 547,323,298 | 525,534,409 |
Weighted average number of common shares outstanding - diluted | 547,323,298 | 1,258,590,743 |
Comprehensive (loss) / income: | ||
Net (loss) / income | $ (975,487) | $ 121,949 |
(Loss) / gain on foreign currency translation | (11,101) | 527 |
Comprehensive (loss) / income | $ (986,588) | $ 122,476 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Loss on fixed assets write off | $ 164 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) - USD ($) | Series "B" Preferred Stock [Member] | Series "C" Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Total |
Balance at Dec. 31, 2017 | $ 45,000 | $ 2,400 | $ 525,534 | $ 9,868,862 | $ (10,914,391) | $ 1,181,795 | $ 709,200 |
Balance, shares at Dec. 31, 2017 | 45,000,000 | 2,400,000 | 525,534,409 | ||||
Net income (loss) | 121,949 | 121,949 | |||||
Cumulative effect adjustment | 1,181,675 | (1,181,675) | |||||
Gain on foreign currency translation | 527 | 527 | |||||
Balance at Mar. 31, 2018 | $ 45,000 | $ 2,400 | $ 525,534 | 9,868,862 | (9,610,767) | 647 | 831,676 |
Balance, shares at Mar. 31, 2018 | 45,000,000 | 240,000 | 525,534,409 | ||||
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 | ||||
Common stock issued as conversion of loan notes and accrued interest | $ 26,500 | 503,500 | 530,000 | ||||
Common stock issued as conversion of loan notes and accrued interest, shares | 26,500,000 | ||||||
Net income (loss) | (975,487) | (975,487) | |||||
Gain on foreign currency translation | (11,101) | (11,101) | |||||
Balance at Mar. 31, 2019 | $ 45,000 | $ 3,200 | $ 552,034 | $ 10,691,562 | $ (12,328,702) | $ 2,491 | $ (1,034,415) |
Balance, shares at Mar. 31, 2019 | 45,000,000 | 3,200,000 | 552,034,409 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net (loss) / income | $ (975,487) | $ 121,949 |
Adjustments to reconcile net (loss) / income from continuing operations to net cash used in operating activities: | ||
Depreciation | 704 | 320 |
Amortization of intangibles | 5,703 | |
Amortization of debt discount | 53,885 | 12,889 |
Loss / (gain) on available for sale marketable securities, net | 671,070 | (392,123) |
Gain on extinguishment of debt and other liabilities | (28,538) | |
Loss due to fixed assets write off | 164 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,349 | (9,340) |
Prepaids | 2,114 | (18,436) |
Other current assets | 4,732 | 2,252 |
Assets of discontinued operations | (5,282) | |
Accounts payable and accrued liabilities | (2,028) | 24,019 |
Accrued contingencies and penalties | (5,000) | |
Accounts payable and accrued liabilities - related parties | 32,227 | 19,371 |
Accrued interest | 25,863 | 405 |
Net cash used in operating activities: | (179,986) | (277,517) |
Cash Flows used in investing activities: | ||
Purchase of office furniture and equipment | (719) | (3,949) |
Net cash (used in) / provided by investing activities | (719) | (3,949) |
Cash flows from financing activities: | ||
Proceeds from loans - related parties | 40,000 | 1,000 |
Repayment of loans - related parties | (30,000) | |
Proceeds from notes payable, net of debt issue cost | 464,000 | |
Repayment of notes payable | (182,411) | |
Net cash provided by financing activities | 10,000 | 282,589 |
Net increase / (decrease) in cash | (170,705) | 1,123 |
Effect of Exchange Rates on Cash | (10,830) | 527 |
Cash at Beginning of Period | 183,588 | 5,084 |
Cash at End of Period | 12,272 | 6,734 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,000 | 17,191 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Notes payable and accrued interest converted into common stock | 530,000 | |
Debt discount and issuance costs recorded on notes payable | $ 36,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Argentum 47, Inc., formerly Global Equity International Inc. (the “Company” or “ARG”), a reporting company since June 21, 2012, was organized under the laws of the state of Nevada on October 1, 2010. Global Equity Partners, Plc. (“GEP”), a private company, was organized under the laws of the Republic of Seychelles on September 2, 2009. On November 15, 2010, GEP executed a reverse recapitalization with ARG. On August 22, 2014, we formed a Dubai subsidiary of GEP called GE Professionals DMCC. On June 10, 2016, ARG incorporated its wholly owned subsidiary, called GEP Equity Holdings Limited (“GEP EH”), under the laws of the Republic of Seychelles. On March 14, 2017, the Company´s board of directors unanimously voted to transfer the ownership of GE Professionals DMCC (Dubai) to GEP EH. On June 5, 2017, the Company sold 100% of the issued and outstanding common stock of GEP to a citizen of the Republic of Thailand by entering into a Stock Purchase and Debt Assumption Agreement. On December 12, 2017, ARG incorporated another wholly owned subsidiary, called Argentum 47 Financial Management Limited (“Argentum FM”), under the Companies Act 2006 of England and Wales as a private limited company. Argentum FM was formed to serve as a holding Company for the acquisition of various advisory firms. On March 29, 2018, the Company formally changed its name from Global Equity International, Inc. to Argentum 47, Inc. On August 1, 2018, Argentum FM entered into a Share Purchase Agreement with a third party, pursuant to which Argentum FM acquired 100% of the ordinary shares of Cheshire Trafford (U.K.) Limited of Hull, United Kingdom (“Cheshire Trafford”). Cheshire Trafford was incorporated under the laws of the United Kingdom on January 26, 1976, as a limited liability company. On March 18, 2019, the Board of Directors of GEP Equity Holdings Limited decided to commence the process to formally and legally liquidate GE Professionals DMCC and its related employment placement services business with an effective date of March 31, 2019. This decision was made so to allow management of Argentum 47, Inc. to fully concentrate on the Company´s core businesses, Independent Financial Advisory and Business Consulting. Accordingly, GE Professionals DMCC has been presented as a discontinued operation for all periods presented in the accompanying unaudited consolidated financial statements and footnotes. (See Note 6) The Company´s consolidated revenues from continuing operations, core businesses, are generated from business consulting services and by acting as broker for sale of Lump Sum or Single Premium Insurance Policies and/or the sale of Regular Premium Investment or Insurance Policies that are issued by third party insurance companies. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2 - Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and disclosures necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2018. The interim results for the period ended March 31, 2019 are not necessarily indicative of results for the full fiscal year. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 - Going Concern The accompanying unaudited 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 unaudited consolidated financial statements, the Company had a net loss of $975,487 and net cash used in operations of $179,986 for the three months ended March 31, 2019; working capital deficit, stockholder’s deficit and accumulated deficit of $1,214,930, $1,034,415 and $12,328,702 as of March 31, 2019. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The ability for the Company to mitigate this risk and continue its operations is primarily dependent on management’s plans as follows: a) Consummating and executing all current engagements related to the business consulting division. b) Continually engaging with new clients via our business consulting division. c) Maximizing the already acquired Independent Financial Advisory firm´s revenues by way of servicing the current client base in the most professional manner possible. d) Organically growing the amount of funds under administration of the already acquired Independent Financial Advisory firm to new and higher levels. e) Continuing to receive fixed funding, via equity or debt, for acquisition, growth and working capital from parties that have already executed funding agreement with the Company. f) Continuing to negotiate new fixed funding via equity or debt, for further acquisitions, growth and working capital. g) Acquiring and managing more Independent Financial Advisory firms with funds under administration located around the globe. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 4 - Summary of Significant Accounting Policies Principles of Consolidation Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum FM”). GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). GE Professionals DMCC has been presented as a discontinued operation as of March 31, 2019 as the liquidation proceedings are currently under process. Argentum FM is the parent company of its 100% owned subsidiary, Cheshire Trafford U.K. Limited (U.K.) from August 1, 2018 pursuant to a Share Purchase Agreement dated August 1, 2018. All significant inter-company accounts and transactions have been eliminated in consolidation. 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 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 unaudited 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. 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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018. Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying unaudited consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s discontinued Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s U.K. subsidiaries is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. Investments (A) Classification of Securities Marketable Securities As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, the management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018 using the modified retrospective method. At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain (loss) on available for sale 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 did not record any such impairment during the three months ended March 31, 2019 or March 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. Leases On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) which requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from a lease. We adopted this standard by applying the optional transition method on the adoption date and did not adjust comparative periods. In addition, the Company elected the practical expedient to not reassess whether any expired contracts contained leases. Furthermore, the Company has elected to not apply the recognition standards of ASU 2016-02 to operating leases with effective terms of twelve months or less (“Short-Term Leases”). For Short-Term Leases, the Company recognizes lease payments on a straight-line basis over the lease term in the period in which the obligation for those payments is incurred. On the adoption date, all of the Company’s contracts containing leases were expired or were Short Term Leases. Accordingly, upon the adoption of ASU 2016-02, there was no cumulative effect adjustment. Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, 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 statement of operations. The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date, resulting in a final valuation, and is subject to a maximum of one year from acquisition date. Goodwill and Other Intangible Assets In accordance with ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. For the purpose of impairment testing, goodwill is allocated to each of the group’s reporting units expected to benefit from the synergies of the combination. Reporting units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss calculated as the amount by which the carrying value exceeds the fair value is recorded to goodwill but cannot exceed the goodwill amount. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary or the relevant reporting unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. Discontinued operations Components of an entity divested or discontinued are recognized in the consolidated statements of operations until the date of divestment or discontinuation. For periods prior to the designation as discontinued operations, we reclassify the results of operations to discontinued operations. Gains or losses on divestment or winding up of subsidiaries are stated as the difference between the sales or disposal amount and the carrying amount of the net assets at the time of sale or winding up plus sales or winding up costs. The assets and liabilities for business components meeting the criteria for discontinued operations are reclassified and presented separately as assets of discontinued operations and liabilities relating to discontinued operations in the accompanying consolidated balance sheet. The change in presentation for discontinued operations does not have any impact on our financial condition or results of operations. We combine the cash flows and assets and liabilities attributable to discontinued operations with the respective cash flows and assets and liabilities from continuing operations in the accompanying consolidated statement of cash flows. Revenue Recognition As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized. Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and arranging third party insurance policies. Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue when (or as) each performance obligation is satisfied. The Company generates its revenue from continuing operations by providing following services: a) Business consulting services including advisory services to various clients. b) Earning commissions from insurance companies on insurance policy sales and renewals, which are based on a percentage of the insurance products sold. Most of the Company´s business consultancy and advisory services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company generates initial and trail commissions by acting as a broker of third party lump sum or single premium insurance policies and regular premium investment or insurance policies. Fees from clients for advisory and consulting services are dependent on the extent and value of the services provided. The Company recognizes revenue when the promised services are rendered to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company´s estimates of the total services to be provided under the engagement. Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognizes revenue earned to date by applying the input method. Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues, a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client pre-payments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. We receive consideration in the form of cash and/or securities. We measure securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. For the three months ended March 31, 2019 and 2018, the Company had following concentrations of revenues regarding insurance brokerage business: Customer March 31, 2019 March 31, 2018 DUO 0 % 2.01 % GRL 0 % 75.42 % OCS 0 % 22.57 % CT clients (see below) 100.00 % 0 % 100.00 % 100.00 % During the three months ended March 31, 2019, the Company had following concentrations of revenues regarding insurance brokerage business, which was 100% of the consolidated revenues of the Company: March 31, 2019 Initial advisory fees 11.36 % Ongoing advisory fees 30.78 % Initial commissions 49.77 % Renewal commissions 0.58 % Trail or recurring commissions 6.58 % Other revenue 0.93 % 100.00 % At March 31, 2019 and December 31, 2018, the Company had the following concentrations of accounts receivables with customers: Customer March 31, 2019 December 31, 2018 OMI IRE 0 % 30.94 % CLI 31.79 % 16.62 % OMW 11.95 % 16.55 % Others having a concentration of less than 10% 56.26 % 35.89 % 100.00 % 100.00 % Share-based payments Under ASC 718 “Compensation – Stock Compensation”, the Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. On January 1, 2019, the Company adopted ASU 2018-07 “Compensation – Stock Compensation” whereby share based payment awards issued to non-employees will be treated the same as for employees. The guidance has been applied using the modified prospective method which may result in a cumulative effect adjustment to retained earnings on the adoption date. The adoption of ASU 2018-07 did not result in a cumulative effect adjustment. Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. When computing fair value, the Company considered the following variables: ● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. ● The expected term is developed by management estimate. ● The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. ● The expected volatility is based on management estimates which are based upon our historical volatility. ● The forfeiture rate is based on historical experience. 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 March 31, 2019 and December 31, 2018, the Company had common stock equivalents of 69,401,975 and 94,401,975 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 9(E). As at March 31, 2019 and December 31, 2018, the Company had common stock equivalents of 770,000,000 common shares, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 10(A). Number of Common Shares March 31, 2019 December 31, 2018 Potential dilutive common stock Convertible notes 69,401,975 94,401,975 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 320,000,000 Total potential dilutive common stock 839,401,975 864,401,475 Weighted average number of common shares – Basic 547,323,298 525,534,409 Weighted average number of common shares – Dilutive 1,386,725,273 1,389,936,384 As of March 31, 2019 and 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 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 March 31, 2018 and from January 1, 2019 through March 31, 2019, includes only foreign currency translation gain / (loss), and is presented in the Company’s consolidated statements of comprehensive income. 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 three months ended March 31, 2018 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive income before reclassification 527 - 527 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive income 527 (1,181,675 ) (1,181,148 ) Balance, March 31, 2018 $ 647 $ - $ 647 Changes in Accumulated Other Comprehensive Income (Loss) by Component during the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 13,592 Foreign currency translation adjustment for the period (11,101 ) Balance, March 31, 2019 $ 2,491 Fair Value of Financial Assets and Liabilities The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties 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 and marketable securities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): March 31, 2019 December 31, 2018 Level 1 – Marketable Securities – Recurring $ 787,778 $ - Level 2 – Marketable Securities – Recurring $ - $ 1,458,848 Management analyzed the historical volume and the variation in the price that the marketable securities were bought and sold at during the year 2018 and three months ended March 31, 2019 and has concluded that the level 2 and level 1 valuation respectively, regarding the fair value of the marketable securities should be $0.25 per share as at December 31, 2018 and $0.135 per share as at March 31, 2019. Marketable Securities Changes in Level 1 or Level 2 marketable securities measured at fair value for the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 1,458,848 Sales and settlements during the period - Loss on available for sale marketable securities, net (671,070 ) Balance, March 31, 2018 $ 787,778 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. Recent Accounting Pronouncements There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements. |
Acquisition of Cheshire Traffor
Acquisition of Cheshire Trafford (UK) Limited | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Cheshire Trafford (UK) Limited | Note 5 – Acquisition of Cheshire Trafford (UK) Limited On August 1, 2018, the Company completed the acquisition of Cheshire Trafford (UK) Limited (“Cheshire Trafford”) pursuant to a Share Purchase Agreement dated as of August 1, 2018 and acquired 100% of the ordinary shares of Cheshire Trafford. Cheshire Trafford acts as a broker for the sale of Lump Sum or Single Premium Insurance Policies and Regular Premium Investment or Insurance Policies that are issued by reputable third party insurance companies. The purchase consideration for the acquisition of Cheshire Trafford is based on a formula of 2.7 times Cheshire Trafford’s projected annual recurring revenues for the calendar year ending December 31, 2018. We took the gross revenues of Cheshire Trafford for the five months ended May 31, 2018, and annualized those recurring revenues and multiplied those revenues by 2.7 times in arriving at the contractual purchase consideration of $516,795. The purchase consideration is payable in following three installments: ● The first installment of $175,710 has been paid upon closing of the transaction. ● The second installment of $170,542 is due 18 months after the acquisition date. ● 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: Fair Value Assets acquired 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 Amortization charge for the period (5,703 ) Net Book Value at March 31, 2019 326,986 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 6 – Discontinued Operations In March 2019, Management decided that it made overall economic sense for the Company to close its employment placement services business in Dubai; hence, in order to fully concentrate on its core business of Independent Financial Advisory services and consultancy business, the Board of Directors decided to initiate liquidation proceedings of the Dubai subsidiary “GE Professionals DMCC” and discontinue the related employment placement services business. As a result, Dubai subsidiary operations for the three months ended March 31, 2019 and the comparative periods presented are treated as discontinued operations in the accompanying unaudited consolidated financial statements. The consolidated statements of operations only comprise the continuing operations. Net income from the discontinued operations is presented on a single line after the net income from the continuing operations. Major classes of assets and liabilities from discontinued operations as at March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 Assets Cash $ 1,348 $ 10,219 Prepaids - 1,974 Other current assets 3,934 4,732 Total Assets $ 5,282 $ 16,925 Liabilities Accounts payable and accrued liabilities $ - $ 79,534 Accounts payable and accrued liabilities - related parties 5,648 Total Liabilities $ - $ 85,182 Statement of Operations from discontinued operations for the three months ended March 31, 2019 and 2018 was as follows: March 31, 2019 March 31, 2018 Revenue $ - $ 8,979 General and administrative expenses $ 8,085 $ 18,406 Compensation expense 22,743 35,444 Professional services 2,382 - Depreciation 77 168 Loss from discontinued operations $ (33,287 ) $ (45,039 ) Other income (expenses) Loss due to fixed assets write off $ (164 ) $ - Gain on extinguishment of debt and other liabilities - 5,285 Exchange rate loss (187 ) (335 ) Total other (expenses) / income $ (351 ) $ 4,950 Net loss from discontinued operations $ (33,638 ) $ (40,089 ) |
Investments
Investments | 3 Months Ended |
Mar. 31, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investments | Note 7 – Investments A. Marketable Securities at Fair Value Following is the summary of Company’s investment in marketable securities at fair value as at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value DUO 5,835,392 $ 787,778 5,835,392 $ 1,458,848 5,835,392 $ 787,778 5,835,392 $ 1,458,848 At March 31, 2019, the Company revalued 5,835,392 common shares at their quoted market price of $0.135 per share, to $787,778; hence, recording a net loss on available for sale marketable securities of $671,070 into the 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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 5,006,521 $ - 5,006,521 $ - Private Company QFS 2,271 - 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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 450,000 $ - 450,000 $ - Private Company 450,000 $ - 450,000 $ - |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 8 – Fixed Assets Following table reflects net book value of furniture and equipment as of March 31, 2019 and December 31, 2018: Furniture and Equipment Useful Life 3 to 10 years Cost Balance as at December 31, 2018 $ 82,010 Addition during the period 719 Cost write off – discontinued operations (38,348 ) Translation rate differences 824 Balance as at March 31, 2019 $ 45,205 Accumulated depreciation Balance as at December 31, 2018 $ 76,830 Depreciation expense for the period – continuing operations 627 Depreciation expense for the period - discontinued operations 77 Accumulated depreciation write off – discontinued operations (38,185 ) Translation rate differences 812 Balance as at March 31, 2019 $ 40,161 Net book value as at March 31, 2019 $ 5,044 Net book value as at December 31, 2018 $ 5,180 |
Debt, Accounts Payable and Accr
Debt, Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt, Accounts Payable and Accrued Liabilities | Note 9 – Debt, Accounts Payable and Accrued Liabilities (A) Accounts Payable and Other Accrued Liabilities The following table represents breakdown of accounts payable and other accrued liabilities as of March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 Accrued salaries and benefits $ 72,826 $ 12,794 Accounts payable and other accrued liabilities 74,415 56,941 $ 147,241 $ 69,735 (B) Accounts Payable and Accrued Liabilities – Related Parties The following table represents the accounts payable and accrued expenses to related parties as of March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 Accrued salaries and benefits $ 183,203 $ 156,175 Expenses payable 19,240 8,393 $ 202,443 $ 164,568 (C) Loans Payable – Related Parties The Company received short-term loans from its officers and directors. The loans were non-interest bearing, unsecured and due on demand. The following table represents the related parties’ loans payable activity during the three months ended March 31, 2019: Balance, December 31, 2018 $ - Proceeds from loans 40,000 Repayments (30,000 ) Balance, March 31, 2019 $ 10,000 (D) Notes Payable Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 55,029 $ 315,613 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at March 31, 2019: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 11,058 271,642 Balance – March 31, 2019 $ 260,584 $ 49,029 $ 309,613 ● On November 26, 2013, the Company secured from a private individual, a twelve-month fixed price convertible loan amounting to $450,000 having an interest at 10% per annum and an agreed fixed conversion price of $0.5 per share. During the year ended December 31, 2014, the Company recorded a total accrued interest of $42,971 on this Note. On December 23, 2014, the Company fully repaid the principal note balance of $450,000 in cash and also paid $5,000 on account of accrued interest payment, thereby leaving an accrued and unchanged interest balance of $37,971 as of December 31, 2014. ● On October 17, 2013, the Company secured a non-convertible three-month bridge loan for 200,000 GBP (equivalent to $319,598) with the agreement to repay the principal plus 5% per month interest on or before January 18, 2014. The note holder received, as a form of guarantee, 1,600,000 shares of an investment we held then in a company called Direct Security Integration Inc. The shares used as a form of guarantee formed part of the assets of our Company at that time but are not considered an asset since the date we provided them to the lender as we were no longer in control of such shares. On September 18, 2015, the Company and the note holder agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company was now liable to pay $500,000 as full and final payment of the October 17, 2013 loan principal, accrued interest, and all other related penalties. This repayment will not accrue any further interest or penalties. On December 21, 2015, the Company repaid the first installment of the accrued interest amounting to $20,000; leaving the accrued interest balance of $160,402 and principal loan balance of $319,598 as on December 31, 2015. On September 30, 2018, the Company and the lender agreed to amend the previous terms of the agreement and both parties agreed on the new terms whereby the Company is now liable to pay GBP 220,000 or $286,642 as full and final payment regarding this loan. This repayment will not accrue any further interest or penalties. Both parties also agreed on a repayment plan of $3,000 monthly payment commencing on the date of signature of this addendum and additional ad hoc interim payments will be made to fully settle this loan within 36 months of this addendum dated September 30, 2018. During the year ended December 31, 2018, the Company repaid three monthly payments against accrued interest totaling to $9,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $17,058 as of December 31, 2018. During the three months ended March 31, 2019, the Company repaid two monthly payments against accrued interest totaling to $6,000 as per the addendum dated September 30, 2018 and the outstanding note balance amounted to $260,584 and accrued interest balance amounted to $11,058 as of March 31, 2019. (E) Fixed Price Convertible Notes Payable 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 Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at March 31, 2019: Date of Note Principal Discount Principal, net of discount Accrued Interest Total January 17, 2018 - Xantis PE Fund $ - $ - $ - $ - $ - January 23, 2018 - William Marshal Plc. - - - - - June 8, 2018 - Xantis AION Sec Fund 735,000 23,102 711,898 35,884 747,882 October 10, 2018 - Xantis AION Sec Fund 653,040 53,436 599,604 12,990 612,594 Balance, March 31, 2019 $ 1,388,040 $ 76,538 $ 1,311,502 $ 48,874 $ 1,360,376 ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from Xantis Private Equity Fund (Luxembourg), for a minimum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 17, 2018, the Company received an initial tranche of funding from Xantis Private Equity Fund amounting to $400,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid a $36,000 cash commission, which is treated as debt issuance cost for this note. This particular Convertible Note issued to Xantis Private Equity Fund matured on January 13, 2019, as January 12, 2018 was the date that the funds were effectively wired to the Company. During the year ended December 31, 2018, $34,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $1,500. The Company further recorded $23,277 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $400,000 as of December 31, 2018. During the three months ended March 31, 2019, $1,500 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $0. The company further recorded an interest expense of $723, making the total accrued interest balance to $24,000. On January 14, 2019, the Company issued 21,200,000 common shares to the lender at an agreed conversion price of $0.02 per share amounting to $424,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on March 31, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On January 12, 2018, the Company secured a 12-month fixed price convertible loan from William Marshal Plc., a United Kingdom Public Limited Company listed on the Cyprus Public Exchange Emerging Companies Market, for a maximum of 2,000,000 Great Britain Pounds (equivalent to approximately $2,680,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On January 23, 2018, the Company received its first tranche of funding from William Marshal Plc. amounting to $100,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. This particular Convertible Note issued to William Marshal Plc. matured on January 24, 2019. During the year ended December 31, 2018, the Company recorded $5,819 as interest expense and the outstanding note balance amounted to $100,000 as of December 31, 2018. During the three months ended March 31, 2019, the Company further recorded an interest expense of $181, making the total accrued interest balance to $6,000. On January 24, 2019, the Company issued 5,300,000 common shares to William Marshal Plc. at an agreed conversion price of $0.02 per share amounting to $106,000, thereby leaving an outstanding principal loan and accrued interest balance of $0 as on March 31, 2019. As the note was converted at the contractual rate, no gain on conversion was recorded upon conversion of this note and accrued interest. ● On June 6, 2018, the Company secured a 12-month fixed price convertible loan, from Xantis AION Securitization Fund (Luxembourg), for a minimum of 1,700,000 Great Britain Pounds (equivalent to approximately $1,940,000) carrying an interest at the rate of 6% per annum. The Company has a right to pay this note no earlier than 366 days’ post investment of each tranche of funding, by issuing common shares at greater of $0.02 or the average closing ask price of the Company’s common stock on the OTCBB for the prior 60 trading days. On June 8, 2018, the Company received an initial tranche of funding from Xantis AION Securitization Fund amounting to $735,000. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid a $110,887 cash commission, which is treated as debt issuance costs for this note. This particular Convertible Note issued to Xantis AION Securitization Fund will mature on June 9, 2019. During the year ended December 31, 2018, $60,064 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $50,824. The Company further recorded $25,010 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $735,000 as of December 31, 2018. During the three months ended March 31, 2019, $27,722 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $23,102. The Company further recorded $10,874 as interest expense during the three months ended March 31, 2019 and the outstanding note balance amounted to $735,000 as of March 31, 2019. ● On October 10, 2018, the Company received second tranche of funding from Xantis AION Securitization Fund amounting to $653,040 pursuant to the funding agreement dated June 6, 2018. There was no beneficial conversion feature since the conversion price exceeded the quoted trading price on the funding date. The Company paid a $98,651 cash commission, which is treated as debt issuance costs for this note. This particular Convertible Note issued to Xantis AION Securitization Fund will mature on October 11, 2019. During the year ended December 31, 2018, $20,552 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of $78,099. The Company further recorded $3,328 as interest expense during the year ended December 31, 2018 and the outstanding note balance amounted to $653,040 as of December 31, 2018. During the three months ended March 31, 2019, $24,663 of the debt issuance costs was amortized to income statement, leaving an unamortized debt issue cost balance of 53,436. The Company further recorded $9,662 as interest expense during the three months ended March 31, 2019 and the outstanding note balance amounted to $653,040 as of March 31, 2019. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 10 - Stockholders’ Equity (Deficit) (A) Preferred Stock ● Series “A” Convertible Preferred Stock On November 30, 2011, the Company designated 5,000,000 of its authorized preferred stock as Series “A” convertible preferred shares. On November 13, 2012, the Company’s board of directors approved an amendment to the Certificate of Designation; to amend the voting rights and conversion rights of the Company’s Series “A” preferred shares as follows: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “A” Preferred is convertible into ten (10) shares of common stock 1 day after the second anniversary of issuance; ● Dividend Rights: None; ● Liquidation Rights: None On May 19, 2015, the board of directors agreed to the non-redemption of the redeemable Series “A” Preferred Shares and the officers of the company that held these Preferred Shares, returned all 1,983,332 Shares of the Company to Treasury. Since the preferred shares were vested upon issuance in prior years, the cancellation of these shares was considered a contribution back to the Company at zero cost with no gain or loss recognized. On July 15, 2015 the designation of the 5,000,000 Series “A” preferred shares was withdrawn. ● Series “B” Convertible Preferred Stock On November 10, 2016, the Company designated 45,000,000 of its authorized preferred stock as Series “B” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 10 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “B” Preferred is convertible at any time, and from time to time, into ten (10) shares of common stock 1 day after the first anniversary of issuance. Pursuant to two funding agreements entered into in January 2018, the management contractually agreed to not convert or sell any of these preferred shares until September 27, 2020; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “B” Preferred share will be entitled to receive an equivalent dividend as if the Series “B” Preferred share had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On November 11, 2016, certain Officers and Directors of the Company, offered to retire and exchange an aggregate 450,000,000 shares of Common Stock owned by them for 45,000,000 Series “B” Preferred Stock. The Company permitted Officers and Directors of the Company to exchange 200,000,000, 50,000,000 and 200,000,000 shares of Common Stock, respectively, for 20,000,000, 5,000,000 and 20,000,000 shares of Series “B” Preferred Stock, respectively. ● Series “C” Convertible Preferred Stock On September 18, 2017, the Company designated 5,000,000 of its authorized preferred stock as Series “C” convertible preferred shares. The Certificate of Designation stated the following: ● Voting Rights: 100 votes per share (votes along with common stock); ● Conversion Rights: Each share of Series “C” Preferred is convertible at any time, and from time to time, into one hundred (100) shares of common stock 1 day after the third anniversary of issuance; ● Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series “C” Preferred share will be entitled to receive an equivalent dividend as if the Series “C” Preferred stock had been converted into common stock prior to the declaration of such dividend. ● Liquidation Rights: None On September 26, 2017, all of the officers and directors of the Company decided to convert their partial accrued salaries balance amounting to $240,000 to 2,400,000 series “C” preferred stock at par value of $0.001 per share having an equivalent common stock fair value of $0.0028 per share or $672,000 at the date of issuance of preferred stock. On June 5, 2018, all of the officers and directors of the Company decided to convert their partial accrued salary balances amounting to $160,000 into 800,000 shares of Series “C” Preferred Stock at par value of $0.001 per share, having an equivalent common stock fair value of $0.004 per share or $320,000 at the date of issuance of such preferred stock. During the three months ended March 31, 2019, the Company did not issue any new preferred shares. (B) Common Stock As at March 31, 2019 and December 31, 2018, the Company had 950,000,000 authorized shares of common stock having a par value of $0.001. As at March 31, 2019 and December 31, 2018, the Company had 552,034,409 and 525,534,409 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2019, the Company issued 26,500,000 common shares because of conversions of two convertible notes in following manner: ● On January 14, 2019, the Company issued 21,200,000 common shares to Xantis Private Equity at an agreed contractual conversion price of $0.02 per share amounting to $424,000. See Note 9(E) ● On January 24, 2019, the Company issued 5,300,000 common shares to William Marshal Plc. at an agreed contractual conversion price of $0.02 per share amounting to $106,000. See Note 9(E) |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 11 – Revenue For the three months ended March 31, 2019 and 2018, the Company recognized total revenues amounting to $34,189 and $39,779, respectively. Unfulfilled performance obligations represent the remaining contract transaction prices allocated to the performance obligations that are unsatisfied, or partially unsatisfied, and therefore revenues have not yet been recorded. Unfulfilled performance obligations primarily consist of the remaining fees not yet recognized under the Company´s proportional performance method for both our fixed fee arrangements, and the portion of performance based and contingent arrangements, which we have deemed probable. As of March 31, 2019 and 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 March 31, 2019 and December 31, 2018. Contract liabilities are defined as liabilities incurred when we have received consideration from a client but have not yet performed the agreed upon services. This may occur when we receive advance billings before delivery of services when clients pay us up-front fees before we begin work for them. The contract liability balance was immaterial as of March 31, 2019 and December 31, 2018. |
Pension Plan
Pension Plan | 3 Months Ended |
Mar. 31, 2019 | |
Pension Plan | |
Pension Plan | Note 12 – Pension Plan The Company operates a defined “contribution pension plan” for its subsidiary in the United Kingdom, Cheshire Trafford UK Limited. Each participant 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 $706 to this pension plan during the three months ended March 31, 2019. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 – Related Party Transactions At March 31, 2019 and December 31, 2018, there were accounts payable, accrued liabilities and short-term loan due to related parties. (See Note 9(B & C)). |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – 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. 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. 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. ● 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. Other than as discussed above as of March 31, 2019, the Company is not involved in any such litigation or disputes 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 three months ended March 31, 2019 was $8,670. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 15 – Segment Information During the three months ended March 31, 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. During the three months ended March 31, 2019 excluding discontinued operations, 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 unaudited consolidated balance sheets is assigned to the Insurance brokerage segment. Information with respect to these reportable business segments for the three months ended March 31, 2019 and 2018 was as follows: For the three months ended March 31, 2019 2018 Revenues from continuing operations: Consultancy $ - $ 30,800 Insurance brokerage 34,189 - $ 34,189 $ 30,800 Depreciation and amortization: Consultancy $ 585 $ 152 Insurance brokerage 5,745 - $ 6,330 $ 152 Net (loss) / income from continuing operations: Consultancy $ (939,282 ) $ 162,038 Insurance brokerage (2,567 ) - $ (941,849 ) $ 162,038 March 31, 2019 December 31, 2018 Identifiable long-lived tangible assets at March 31, 2019 and December 31, 2018 by segment: Consultancy $ 4,549 $ 4,654 Insurance brokerage 495 526 $ 5,044 $ 5,180 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Argentum 47, Inc. (“ARG”) is the parent company of its two 100% owned subsidiaries called GEP Equity Holdings Limited (“GEP EH”) and Argentum 47 Financial Management Limited (“Argentum FM”). GEP EH is the parent company of its 100% owned subsidiary, GE Professionals DMCC (Dubai). GE Professionals DMCC has been presented as a discontinued operation as of March 31, 2019 as the liquidation proceedings are currently under process. Argentum FM is the parent company of its 100% owned subsidiary, Cheshire Trafford U.K. Limited (U.K.) from August 1, 2018 pursuant to a Share Purchase Agreement dated August 1, 2018. All significant inter-company accounts and transactions have been eliminated in consolidation. |
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 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 unaudited 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. |
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 March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018. |
Foreign Currency Policy | Foreign currency policy The Company’s accounting policies related to the consolidation and accounting for foreign operations are as follows: The accompanying unaudited consolidated financial statements are presented in U.S. dollars. The functional currency of the Company’s discontinued Dubai subsidiary is the Arab Emirates Dirham (“AED”) and the functional currency of the Company’s U.K. subsidiaries is Great Britain Pounds (“GBP”). All foreign currency balances and transactions are translated into United States dollars (“$” and/or “USD”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of our stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency transactions are included in the non-operating income or expenses of the statement of operations. |
Investments | Investments (A) Classification of Securities Marketable Securities As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments - Overall (Topic 825-10): “Recognition and Measurement of Financial Assets and Financial Liabilities.” which amends the guidance on the classification and measurement of financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. 2) It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. 3) It requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. 4) It requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value; among others. After evaluating the potential impact of this guidance on our consolidated financial statements, the management has reversed $1,181,675 from accumulated other comprehensive income to opening retained earnings as a cumulative effect adjustment on January 1, 2018 using the modified retrospective method. At the time of the acquisition, a marketable security is designated as held-to-maturity, available-for-sale or trading, which depends on the ability and intent to hold such security to maturity. Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are reported at amortized cost. All changes in the fair value of the securities are reported in the earnings as they occur in a single line item “Gain (loss) on available for sale 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 did not record any such impairment during the three months ended March 31, 2019 or March 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. |
Leases | Leases On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) which requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from a lease. We adopted this standard by applying the optional transition method on the adoption date and did not adjust comparative periods. In addition, the Company elected the practical expedient to not reassess whether any expired contracts contained leases. Furthermore, the Company has elected to not apply the recognition standards of ASU 2016-02 to operating leases with effective terms of twelve months or less (“Short-Term Leases”). For Short-Term Leases, the Company recognizes lease payments on a straight-line basis over the lease term in the period in which the obligation for those payments is incurred. On the adoption date, all of the Company’s contracts containing leases were expired or were Short Term Leases. Accordingly, upon the adoption of ASU 2016-02, there was no cumulative effect adjustment. |
Beneficial Conversion Feature | Beneficial Conversion Feature For conventional convertible debt where the rate of conversion is below market value, the Company records any “beneficial conversion feature” (“BCF”) intrinsic value as additional paid in capital and related debt discount. When the Company records a BCF, 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 statement of operations. The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date, resulting in a final valuation, and is subject to a maximum of one year from acquisition date. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets In accordance with ASC No. 805, the Company recognizes and measures goodwill, if any, as of the acquisition date, as the excess of the fair value of the consideration paid over the fair value of the identified net assets acquired. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead are reviewed for impairment annually or more frequently if impairment indicators arise. Intangible assets with estimable useful lives are amortized over such lives and reviewed for impairment if impairment indicators arise. For the purpose of impairment testing, goodwill is allocated to each of the group’s reporting units expected to benefit from the synergies of the combination. Reporting units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the fair value of a reporting unit is less than its carrying amount, an impairment loss calculated as the amount by which the carrying value exceeds the fair value is recorded to goodwill but cannot exceed the goodwill amount. An impairment loss recognized for goodwill is not reversed in a subsequent period. On disposal of a subsidiary or the relevant reporting unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. |
Discontinued operations | Discontinued operations Components of an entity divested or discontinued are recognized in the consolidated statements of operations until the date of divestment or discontinuation. For periods prior to the designation as discontinued operations, we reclassify the results of operations to discontinued operations. Gains or losses on divestment or winding up of subsidiaries are stated as the difference between the sales or disposal amount and the carrying amount of the net assets at the time of sale or winding up plus sales or winding up costs. The assets and liabilities for business components meeting the criteria for discontinued operations are reclassified and presented separately as assets of discontinued operations and liabilities relating to discontinued operations in the accompanying consolidated balance sheet. The change in presentation for discontinued operations does not have any impact on our financial condition or results of operations. We combine the cash flows and assets and liabilities attributable to discontinued operations with the respective cash flows and assets and liabilities from continuing operations in the accompanying consolidated statement of cash flows. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASC 606”), that affects the timing of when certain types of revenue will be recognized. Revenue is recognized when the Company satisfies a performance obligation by transferring services promised in a contract to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. A single contract could include one or multiple performance obligations. For those contracts that have multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on its relative standalone selling price, which is determined based on the Company´s overall pricing objectives, taking into consideration market conditions and other factors. Performance obligations in the Company´s contracts generally include general due diligence, assistance in designing client’s capitalization strategy, introductions to potential capital funding sources and arranging third party insurance policies. Revenue is recognized by evaluating our revenue contracts with customers based on the five-step model under ASC 606: 1. Identify the contract with the customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to separate performance obligations; and 5. Recognize revenue when (or as) each performance obligation is satisfied. The Company generates its revenue from continuing operations by providing following services: a) Business consulting services including advisory services to various clients. b) Earning commissions from insurance companies on insurance policy sales and renewals, which are based on a percentage of the insurance products sold. Most of the Company´s business consultancy and advisory services contracts are based on a combination of both fixed fee arrangements and performance based or contingent arrangement. In addition, the Company generates initial and trail commissions by acting as a broker of third party lump sum or single premium insurance policies and regular premium investment or insurance policies. Fees from clients for advisory and consulting services are dependent on the extent and value of the services provided. The Company recognizes revenue when the promised services are rendered to the customer in the amount that best reflects the consideration to which the Company expects to be entitled in exchange for those services. In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a predetermined set of professional services. The Company sets the fees based on its estimates of the costs and timing for completing the engagements. The Company generally recognizes revenues under fixed fee billing arrangements using the input method, which is based on work completed to date versus the Company´s estimates of the total services to be provided under the engagement. Performance based or contingent arrangements represent forms of variable consideration. In these arrangements, the Company´s fees are linked to the attainment of contractually defined objectives with its clients. These arrangements include conditional payments, commonly referred to as cash success fees and/or equity success fees. The Company typically satisfies its performance obligations for these services over time as the related contractual objectives are met. The Company determines the transaction price based on the expected probability of achieving the agreed upon outcome and recognizes revenue earned to date by applying the input method. Reimbursable expenses, including those relating to travel, out-of-pocket expenses, outside consultants and other outside service costs, are generally included in revenues, and an equivalent amount of reimbursable expenses is included in costs of services in the period in which the expense is incurred. The payment terms and conditions in the Company´s customer contracts vary. Differences between the timing of billings and the recognition of revenue are recognized as either accrued accounts receivable, an asset or deferred revenues, a liability. Revenues recognized for services performed but not yet billed to clients are recorded as accrued accounts receivable. Client pre-payments and retainers are classified as deferred revenues and recognized over future periods as earned in accordance with the applicable engagement agreement. We receive consideration in the form of cash and/or securities. We measure securities received at fair value on the date of receipt. If securities are received in advance of completion of our services, the fair value will be recorded as deferred revenue and recognized as revenue as the services are completed. All revenues are generated from clients whose operations are based outside of the United States. For the three months ended March 31, 2019 and 2018, the Company had following concentrations of revenues regarding insurance brokerage business: Customer March 31, 2019 March 31, 2018 DUO 0 % 2.01 % GRL 0 % 75.42 % OCS 0 % 22.57 % CT clients (see below) 100.00 % 0 % 100.00 % 100.00 % During the three months ended March 31, 2019, the Company had following concentrations of revenues regarding insurance brokerage business, which was 100% of the consolidated revenues of the Company: March 31, 2019 Initial advisory fees 11.36 % Ongoing advisory fees 30.78 % Initial commissions 49.77 % Renewal commissions 0.58 % Trail or recurring commissions 6.58 % Other revenue 0.93 % 100.00 % At March 31, 2019 and December 31, 2018, the Company had the following concentrations of accounts receivables with customers: Customer March 31, 2019 December 31, 2018 OMI IRE 0 % 30.94 % CLI 31.79 % 16.62 % OMW 11.95 % 16.55 % Others having a concentration of less than 10% 56.26 % 35.89 % 100.00 % 100.00 % |
Share-based Payments | Share-based payments Under ASC 718 “Compensation – Stock Compensation”, the Company recognizes all forms of share-based payments to employees, including stock option grants, warrants and restricted stock grants at their fair value on the grant date, which is based on the estimated number of awards that are ultimately expected to vest. On January 1, 2019, the Company adopted ASU 2018-07 “Compensation – Stock Compensation” whereby share based payment awards issued to non-employees will be treated the same as for employees. The guidance has been applied using the modified prospective method which may result in a cumulative effect adjustment to retained earnings on the adoption date. The adoption of ASU 2018-07 did not result in a cumulative effect adjustment. Share based payments, excluding restricted stock, are valued using a Black-Scholes pricing model. When computing fair value, the Company considered the following variables: ● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the share based payment in effect at the time of the grant. ● The expected term is developed by management estimate. ● The Company has not paid any dividends on common stock since inception and does not anticipate paying dividends on its common stock in the near future. ● The expected volatility is based on management estimates which are based upon our historical volatility. ● The forfeiture rate is based on historical experience. |
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 March 31, 2019 and December 31, 2018, the Company had common stock equivalents of 69,401,975 and 94,401,975 common shares respectively, in the form of convertible notes, which, if converted, may be dilutive. See Note 9(E). As at March 31, 2019 and December 31, 2018, the Company had common stock equivalents of 770,000,000 common shares, in the form of convertible preferred stock, which, if converted, may be dilutive. See Note 10(A). Number of Common Shares March 31, 2019 December 31, 2018 Potential dilutive common stock Convertible notes 69,401,975 94,401,975 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 320,000,000 Total potential dilutive common stock 839,401,975 864,401,475 Weighted average number of common shares – Basic 547,323,298 525,534,409 Weighted average number of common shares – Dilutive 1,386,725,273 1,389,936,384 As of March 31, 2019 and 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 | Comprehensive Income 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 March 31, 2018 and from January 1, 2019 through March 31, 2019, includes only foreign currency translation gain / (loss), and is presented in the Company’s consolidated statements of comprehensive income. 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 three months ended March 31, 2018 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive income before reclassification 527 - 527 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive income 527 (1,181,675 ) (1,181,148 ) Balance, March 31, 2018 $ 647 $ - $ 647 Changes in Accumulated Other Comprehensive Income (Loss) by Component during the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 13,592 Foreign currency translation adjustment for the period (11,101 ) Balance, March 31, 2019 $ 2,491 |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts reported in the balance sheet for prepaid expenses, accounts receivable, accounts payable, accounts payable to related parties 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 and marketable securities at fair market value on a recurring basis and measures its non-marketable securities at fair value on a non-recurring basis. Consequently, the Company may have gains and losses reported in the statement of operations. The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): March 31, 2019 December 31, 2018 Level 1 – Marketable Securities – Recurring $ 787,778 $ - Level 2 – Marketable Securities – Recurring $ - $ 1,458,848 Management analyzed the historical volume and the variation in the price that the marketable securities were bought and sold at during the year 2018 and three months ended March 31, 2019 and has concluded that the level 2 and level 1 valuation respectively, regarding the fair value of the marketable securities should be $0.25 per share as at December 31, 2018 and $0.135 per share as at March 31, 2019. Marketable Securities Changes in Level 1 or Level 2 marketable securities measured at fair value for the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 1,458,848 Sales and settlements during the period - Loss on available for sale marketable securities, net (671,070 ) Balance, March 31, 2018 $ 787,778 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no new accounting pronouncements that we expect to have an impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Revenues from Major Customers | All revenues are generated from clients whose operations are based outside of the United States. For the three months ended March 31, 2019 and 2018, the Company had following concentrations of revenues regarding insurance brokerage business: Customer March 31, 2019 March 31, 2018 DUO 0 % 2.01 % GRL 0 % 75.42 % OCS 0 % 22.57 % CT clients (see below) 100.00 % 0 % 100.00 % 100.00 % |
Schedule of Concentrations of Revenues | During the three months ended March 31, 2019, the Company had following concentrations of revenues regarding insurance brokerage business, which was 100% of the consolidated revenues of the Company: March 31, 2019 Initial advisory fees 11.36 % Ongoing advisory fees 30.78 % Initial commissions 49.77 % Renewal commissions 0.58 % Trail or recurring commissions 6.58 % Other revenue 0.93 % 100.00 % |
Schedule of Accounts Receivables with Major Customers | At March 31, 2019 and December 31, 2018, the Company had the following concentrations of accounts receivables with customers: Customer March 31, 2019 December 31, 2018 OMI IRE 0 % 30.94 % CLI 31.79 % 16.62 % OMW 11.95 % 16.55 % Others having a concentration of less than 10% 56.26 % 35.89 % 100.00 % 100.00 % |
Schedule of Potential Dilutive Common Stock | Number of Common Shares March 31, 2019 December 31, 2018 Potential dilutive common stock Convertible notes 69,401,975 94,401,975 Series “B” preferred stock 450,000,000 450,000,000 Series “C” preferred stock 320,000,000 320,000,000 Total potential dilutive common stock 839,401,975 864,401,475 Weighted average number of common shares – Basic 547,323,298 525,534,409 Weighted average number of common shares – Dilutive 1,386,725,273 1,389,936,384 |
Schedule of Changes in Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Income (Loss) by Component during the three months ended March 31, 2018 were as follows: Foreign Currency Translation Adjustment Unrealized gain on available for sale marketable securities Total Balance, December 31, 2017 $ 120 $ 1,181,675 $ 1,181,795 Other comprehensive income before reclassification 527 - 527 Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment - (1,181,675 ) (1,181,675 ) Net current-period other comprehensive income 527 (1,181,675 ) (1,181,148 ) Balance, March 31, 2018 $ 647 $ - $ 647 Changes in Accumulated Other Comprehensive Income (Loss) by Component during the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 13,592 Foreign currency translation adjustment for the period (11,101 ) Balance, March 31, 2019 $ 2,491 |
Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis | The following is the Company’s assets and liabilities measured at fair value on a recurring and nonrecurring basis at March 31, 2019 and December 31, 2018, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): March 31, 2019 December 31, 2018 Level 1 – Marketable Securities – Recurring $ 787,778 $ - Level 2 – Marketable Securities – Recurring $ - $ 1,458,848 |
Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value | Changes in Level 1 or Level 2 marketable securities measured at fair value for the three months ended March 31, 2019 were as follows: Balance, December 31, 2018 $ 1,458,848 Sales and settlements during the period - Loss on available for sale marketable securities, net (671,070 ) Balance, March 31, 2018 $ 787,778 |
Acquisition of Cheshire Traff_2
Acquisition of Cheshire Trafford (UK) Limited (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of Purchase Consideration | Total fair value of the purchase consideration is as follows: Fair Value Cash payment $ 175,710 Fair value of contingent consideration 284,298 Total Fair Value of Purchase Consideration $ 460,008 |
Schedule of Fair Value of 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: Fair Value Assets acquired Cash $ 4,743 Accounts receivable – net 6,555 Intangibles – customer list 342,194 Goodwill 142,924 Property and equipment, net 614 497,030 Liabilities assumed Accounts payable and accrued liabilities 4,012 Due to director of Cheshire Trafford 33,010 (37,022 ) Purchase consideration allocated $ 460,008 |
Schedule of Intangible Assets Net Book Value | Estimated life of intangibles 15 years Fair value of customer list intangible asset at date of acquisition $ 485,118 Fair value adjustment at December 31, 2018 (142,924 ) Adjusted fair value of customer list intangible asset at December 31, 2018 $ 342,194 Amortization charge for 5 months ended December 31, 2018 (9,505 ) Net Book Value at December 31, 2018 $ 332,689 Amortization charge for the period (5,703 ) Net Book Value at March 31, 2019 326,986 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Major classes of assets and liabilities from discontinued operations as at March 31, 2019 and December 31, 2018 were as follows: March 31, 2019 December 31, 2018 Assets Cash $ 1,348 $ 10,219 Prepaids - 1,974 Other current assets 3,934 4,732 Total Assets $ 5,282 $ 16,925 Liabilities Accounts payable and accrued liabilities $ - $ 79,534 Accounts payable and accrued liabilities - related parties 5,648 Total Liabilities $ - $ 85,182 Statement of Operations from discontinued operations for the three months ended March 31, 2019 and 2018 was as follows: March 31, 2019 March 31, 2018 Revenue $ - $ 8,979 General and administrative expenses $ 8,085 $ 18,406 Compensation expense 22,743 35,444 Professional services 2,382 - Depreciation 77 168 Loss from discontinued operations $ (33,287 ) $ (45,039 ) Other income (expenses) Loss due to fixed assets write off $ (164 ) $ - Gain on extinguishment of debt and other liabilities - 5,285 Exchange rate loss (187 ) (335 ) Total other (expenses) / income $ (351 ) $ 4,950 Net loss from discontinued operations $ (33,638 ) $ (40,089 ) |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Equity Securities in Private Companies | Following is the summary of Company’s investment in marketable securities at fair value as at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value DUO 5,835,392 $ 787,778 5,835,392 $ 1,458,848 5,835,392 $ 787,778 5,835,392 $ 1,458,848 The Company, through its subsidiary GEP Equity Holdings Limited, holds following common equity securities in private and reporting companies as at March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 5,006,521 $ - 5,006,521 $ - Private Company QFS 2,271 - 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 March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 Company No. of Shares Book value No. of Shares Book value Status PDI 450,000 $ - 450,000 $ - Private Company 450,000 $ - 450,000 $ - |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Net Book Value of Fixed Assets | Following table reflects net book value of furniture and equipment as of March 31, 2019 and December 31, 2018: Furniture and Equipment Useful Life 3 to 10 years Cost Balance as at December 31, 2018 $ 82,010 Addition during the period 719 Cost write off – discontinued operations (38,348 ) Translation rate differences 824 Balance as at March 31, 2019 $ 45,205 Accumulated depreciation Balance as at December 31, 2018 $ 76,830 Depreciation expense for the period – continuing operations 627 Depreciation expense for the period - discontinued operations 77 Accumulated depreciation write off – discontinued operations (38,185 ) Translation rate differences 812 Balance as at March 31, 2019 $ 40,161 Net book value as at March 31, 2019 $ 5,044 Net book value as at December 31, 2018 $ 5,180 |
Debt, Accounts Payable and Ac_2
Debt, Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Schedule of Accounts Payable and Other Accrued Liabilities | The following table represents breakdown of accounts payable and other accrued liabilities as of March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 Accrued salaries and benefits $ 72,826 $ 12,794 Accounts payable and other accrued liabilities 74,415 56,941 $ 147,241 $ 69,735 |
Schedule of Accounts Payable and Accrued Liabilities to Related Parties | The following table represents the accounts payable and accrued expenses to related parties as of March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 Accrued salaries and benefits $ 183,203 $ 156,175 Expenses payable 19,240 8,393 $ 202,443 $ 164,568 |
Schedule of Loans Payable Related Parties | The following table represents the related parties’ loans payable activity during the three months ended March 31, 2019: Balance, December 31, 2018 $ - Proceeds from loans 40,000 Repayments (30,000 ) Balance, March 31, 2019 $ 10,000 |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at December 31, 2018: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 17,058 277,642 Balance – December 31, 2018 $ 260,584 $ 55,029 $ 315,613 Following is the summary of all non-convertible notes, net of debt discount, including the accrued interest as at March 31, 2019: Date of Note Principal Accrued Interest Total November 26, 2013 – JSP $ - $ 37,971 $ 37,971 September 30, 2018 – EDEN 260,584 11,058 271,642 Balance – March 31, 2019 $ 260,584 $ 49,029 $ 309,613 |
Fixed Price Convertible Note Payable [Member] | |
Summary of Non-Convertible Notes Net of Discount and Accrued Interest | Following is the summary of all fixed price convertible notes, net of debt 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 Following is the summary of all fixed price convertible notes, net of debt discount and debt issue cost, including the accrued interest as at March 31, 2019: Date of Note Principal Discount Principal, net of discount Accrued Interest Total January 17, 2018 - Xantis PE Fund $ - $ - $ - $ - $ - January 23, 2018 - William Marshal Plc. - - - - - June 8, 2018 - Xantis AION Sec Fund 735,000 23,102 711,898 35,884 747,882 October 10, 2018 - Xantis AION Sec Fund 653,040 53,436 599,604 12,990 612,594 Balance, March 31, 2019 $ 1,388,040 $ 76,538 $ 1,311,502 $ 48,874 $ 1,360,376 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information with respect to these reportable business segments for the three months ended March 31, 2019 and 2018 was as follows: For the three months ended March 31, 2019 2018 Revenues from continuing operations: Consultancy $ - $ 30,800 Insurance brokerage 34,189 - $ 34,189 $ 30,800 Depreciation and amortization: Consultancy $ 585 $ 152 Insurance brokerage 5,745 - $ 6,330 $ 152 Net (loss) / income from continuing operations: Consultancy $ (939,282 ) $ 162,038 Insurance brokerage (2,567 ) - $ (941,849 ) $ 162,038 March 31, 2019 December 31, 2018 Identifiable long-lived tangible assets at March 31, 2019 and December 31, 2018 by segment: Consultancy $ 4,549 $ 4,654 Insurance brokerage 495 526 $ 5,044 $ 5,180 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) | Jun. 05, 2017 | Aug. 02, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Percentage of sold issued and outstanding common stock | 100.00% | |
Acquired of ordinary shares percentage | 100.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 975,487 | $ (121,949) | ||
Net cash used in operating activities | 179,986 | 277,517 | ||
Working capital deficit | 1,214,930 | |||
Stockholders deficit | (1,034,415) | $ 831,676 | $ (577,827) | $ 709,200 |
Accumulated deficit | $ 12,328,702 | $ 11,353,215 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Aug. 02, 2018 | |
Percentage of equity ownership interest | 100.00% | |||
Cash equivalents | ||||
Allowance for doubtful debts | ||||
Amounts reclassified from accumulated other comprehensive income | 1,181,675 | |||
Impairment charges | ||||
Concentrations of Revenues | 100.00% | 100.00% | ||
Common Stock [Member] | ||||
Conversion of stock shares converted | 777,000,000 | |||
Convertible Notes [Member] | ||||
Common stock equivalents | 69,401,975 | 94,401,975 | ||
Convertible Preferred Stock [Member] | ||||
Common stock equivalents | 770,000,000 | 770,000,000 | ||
GEP Equity Holdings Limited [Member] | ||||
Percentage of equity ownership interest | 100.00% | |||
GE Professionals DMCC [Member] | ||||
Percentage of equity ownership interest | 100.00% | |||
Cheshire Trafford U.K. Limited [Member] | ||||
Percentage of equity ownership interest | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues from Major Customers (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Percentage of revenue from major customers | 100.00% | 100.00% |
Customer DUO [Member] | ||
Percentage of revenue from major customers | 0.00% | 2.01% |
Customer GRL [Member] | ||
Percentage of revenue from major customers | 0.00% | 75.42% |
Customer OCS [Member] | ||
Percentage of revenue from major customers | 0.00% | 22.57% |
Customer CT Clients [Member] | ||
Percentage of revenue from major customers | 100.00% | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Concentrations of Revenues (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentrations of Revenues | 100.00% | 100.00% |
Initial Advisory Fees [Member] | ||
Concentrations of Revenues | 11.36% | |
Ongoing Advisory Fees [Member] | ||
Concentrations of Revenues | 30.78% | |
Initial Commissions [Member] | ||
Concentrations of Revenues | 49.77% | |
Renewal Commissions [Member] | ||
Concentrations of Revenues | 0.58% | |
Trail or Recurring Commissions [Member] | ||
Concentrations of Revenues | 6.58% | |
Other Revenue [Member] | ||
Concentrations of Revenues | 0.93% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Accounts Receivables with Major Customers (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Percentage of account receivables from major customers | 100.00% | 100.00% | |
Accounts Receivable [Member] | |||
Percentage of account receivables from major customers | 100.00% | 100.00% | |
Accounts Receivable [Member] | Customer OMIIRE [Member] | |||
Percentage of account receivables from major customers | 0.00% | 30.94% | |
Accounts Receivable [Member] | Customer CLI [Member] | |||
Percentage of account receivables from major customers | 31.79% | 16.62% | |
Accounts Receivable [Member] | Customer OMW [Member] | |||
Percentage of account receivables from major customers | 11.95% | 16.55% | |
Accounts Receivable [Member] | Customer Others [Member] | |||
Percentage of account receivables from major customers | 56.26% | 35.89% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Potential Dilutive Common Stock (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Potential dilutive common stock | 839,401,975 | 864,401,475 | |
Weighted average number of common shares - Basic | 547,323,298 | 525,534,409 | 525,534,409 |
Weighted average number of common shares - Dilutive | 547,323,298 | 1,258,590,743 | 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 | 320,000,000 | |
Convertible Notes [Member] | |||
Potential dilutive common stock | 69,401,975 | 94,401,975 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Changes in Accumulated Other Comprehensive Income (loss) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated other comprehensive income beginning balance | $ 13,592 | $ 1,181,795 |
Other comprehensive income before reclassification | 527 | |
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | (1,181,675) | |
Net current-period other comprehensive income | (1,181,148) | |
Foreign currency translation adjustment for the period | (11,101) | 527 |
Accumulated other comprehensive income ending balance | $ 2,491 | 647 |
Foreign Currency Translation Adjustment [Member] | ||
Accumulated other comprehensive income beginning balance | 120 | |
Other comprehensive income before reclassification | 527 | |
Amounts reclassified from accumulated other comprehensive income as a cumulative effect adjustment | ||
Net current-period other comprehensive income | 527 | |
Accumulated other comprehensive income ending balance | 647 | |
Unrealized Gain on Available for Sale Marketable Securities [Member] | ||
Accumulated other comprehensive income beginning balance | 1,181,675 | |
Other comprehensive income 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 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets Measured on Recurring and Non-recurring Basis (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Level 1 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring | $ 787,778 | |
Level 2 - Marketable Securities - Recurring [Member] | ||
Fair value of assets recurring | $ 1,458,848 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Changes in Level 1 Marketable Securities Measured at Fair Value (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Loss on available for sale marketable securities, net | $ (671,070) | $ 392,123 |
Level 1 - Marketable Securities - Recurring [Member] | ||
Balance, beginning | 1,458,848 | |
Sales and settlements during the period | ||
Loss on available for sale marketable securities, net | (671,070) | |
Balance, ending | $ 787,778 |
Acquisition of Cheshire Traff_3
Acquisition of Cheshire Trafford (UK) Limited (Details Narrative) | Aug. 02, 2018GBP (£) | Mar. 31, 2019USD ($) | Mar. 31, 2019GBP (£) | Dec. 31, 2018USD ($) |
Business acquired, percentage | 100.00% | |||
Intangible assets | $ 342,194 | $ 342,194 | ||
Goodwill | $ 142,924 | $ 142,924 | ||
Estimated life of intangible assets | 15 years | 15 years | ||
Customer Lists [Member] | ||||
Intangible assets | $ 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] | ||||
Purchase consideration payable | $ 516,795 | |||
Estimated life of intangible assets | 15 years | 15 years |
Acquisition of Cheshire Traff_4
Acquisition of Cheshire Trafford (UK) Limited - Schedule of Fair Value of Purchase Consideration (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Business Combinations [Abstract] | |
Cash payment | $ 175,710 |
Fair value of contingent consideration | 284,298 |
Total Fair Value of Purchase Consideration | $ 460,008 |
Acquisition of Cheshire Traff_5
Acquisition of Cheshire Trafford (UK) Limited - Schedule of Fair Value of Net Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | ||
Cash | $ 4,743 | |
Accounts receivable - net | 6,555 | |
Intangibles - customer list | 342,194 | $ 342,194 |
Goodwill | 142,924 | $ 142,924 |
Property and equipment, net | 614 | |
Assets acquired | 497,030 | |
Accounts payable and accrued liabilities | 4,012 | |
Due to director of Cheshire Trafford | 33,010 | |
Liabilities assumed | (37,022) | |
Purchase consideration allocated | $ 460,008 |
Acquisition of Cheshire Traff_6
Acquisition of Cheshire Trafford (UK) Limited - Schedule of Intangible Assets Net Book Value (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Business Combinations [Abstract] | |||
Estimated life of intangibles | 15 years | ||
Fair value of customer list intangible asset at date of acquisition | $ 485,118 | ||
Fair value adjustment | (142,924) | ||
Adjusted fair value of customer list intangible asset | 342,194 | ||
Net Book Value | $ 332,689 | ||
Amortization charge for the period | (5,703) | (9,505) | |
Net Book Value | $ 326,986 | $ 332,689 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Cash | $ 1,348 | $ 10,219 | |
Prepaids | 1,974 | ||
Other current assets | 3,934 | 4,732 | |
Total Assets | 5,282 | 16,925 | |
Accounts payable and accrued liabilities | 79,534 | ||
Accounts payable and accrued liabilities - related parties | 5,648 | ||
Total Liabilities | $ 85,182 | ||
Revenue | $ 8,979 | ||
General and administrative expenses | 8,085 | 18,406 | |
Compensation expense | 22,743 | 35,444 | |
Professional services | 2,382 | ||
Depreciation | 77 | 168 | |
Loss from discontinued operations | (33,287) | (45,039) | |
Loss due to fixed assets write off | (164) | ||
Gain on extinguishment of debt and other liabilities | 5,285 | ||
Exchange rate loss | (187) | (335) | |
Total other (expenses) / income | (351) | 4,950 | |
Net loss from discontinued operations | $ (33,638) | $ (40,089) |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ||
Number of common stock revalued, shares | 5,835,392 | |
Shares price per share | $ 0.135 | |
Number of common stock revalued, value | $ 787,778 | |
Net loss on available for sale marketable securities | $ (671,070) | $ 392,123 |
Investments - Schedule of Equit
Investments - Schedule of Equity Securities in Private Companies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Marketable Securities [Member] | ||
No. of Shares | 5,835,392 | 5,835,392 |
Book value | $ 787,778 | $ 1,458,848 |
Marketable Securities [Member] | Duo World Inc., [Member] | ||
Company | DUO | DUO |
No. of Shares | 5,835,392 | 5,835,392 |
Book value | $ 787,778 | $ 1,458,848 |
Common Equity Securities [Member] | ||
No. of Shares | 5,008,792 | 5,008,792 |
Book value | ||
Common Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | PDI | PDI |
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 | QFS | QFS |
No. of Shares | 2,271 | 2,271 |
Book value | ||
Status | Private Company | Private Company |
Preferred Equity Securities [Member] | ||
No. of Shares | 450,000 | 450,000 |
Book value | ||
Preferred Equity Securities [Member] | Primesite Developments Inc [Member] | ||
Company | PDI | PDI |
No. of Shares | 450,000 | 450,000 |
Book value | ||
Status | Private Company | Private Company |
Fixed Assets - Schedule of Net
Fixed Assets - Schedule of Net Book Value of Fixed Assets (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Acumulated depreciation,Depreciation expense for the period - continuing operations | $ 627 | $ 152 | |
Acumulated depreciation, Depreciation expense for the period - discontinued operations | 77 | $ 168 | |
Net book value | 5,044 | $ 5,180 | |
Furniture and Equipment [Member] | |||
Cost, Beginning balance | 82,010 | ||
Cost, Addition during the period | 719 | ||
Cost, Cost write off - discontinued operations | (38,348) | ||
Cost, Translation rate differences | 824 | ||
Cost, Ending balance | 45,205 | ||
Accumulated depreciation,Beginning balance | 76,830 | ||
Acumulated depreciation,Depreciation expense for the period - continuing operations | 627 | ||
Acumulated depreciation, Depreciation expense for the period - discontinued operations | 77 | ||
Acumulated depreciation, Accumulated depreciation write off - discontinued operations | (38,185) | ||
Acumulated depreciation, Translation rate differences | 812 | ||
Accumulated depreciation, Ending balance | $ 40,161 | ||
Furniture and Equipment [Member] | Minimum [Member] | |||
Useful Life | 3 years | ||
Furniture and Equipment [Member] | Maximum [Member] | |||
Useful Life | 10 years |
Debt, Accounts Payable and Ac_3
Debt, Accounts Payable and Accrued Liabilities (Details Narrative) | Jan. 24, 2019USD ($)$ / sharesshares | Jan. 14, 2019USD ($)$ / sharesshares | Oct. 10, 2018USD ($) | Sep. 30, 2018USD ($) | Jan. 23, 2018USD ($) | Jan. 17, 2018USD ($) | Dec. 23, 2014USD ($) | Dec. 07, 2013USD ($) | Dec. 07, 2013GBP (£) | Oct. 17, 2013USD ($)shares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018GBP (£) | Jun. 08, 2018USD ($) | Jun. 06, 2018USD ($)$ / shares | Jun. 06, 2018GBP (£) | Jan. 12, 2018USD ($)$ / shares | Jan. 12, 2018GBP (£) | Dec. 31, 2015USD ($) | Dec. 21, 2015USD ($) | Sep. 18, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 26, 2013USD ($)$ / shares | Oct. 17, 2013GBP (£) | Oct. 09, 2013USD ($) | Oct. 09, 2013GBP (£) |
Accrued interest | $ 97,903 | $ 112,463 | |||||||||||||||||||||||||
Secured loan | $ 120,420 | ||||||||||||||||||||||||||
Repayment of loan | $ 56,196 | ||||||||||||||||||||||||||
Promissory note | $ 464,000 | ||||||||||||||||||||||||||
Repayment of debt | $ 182,411 | ||||||||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||||||
Convertible loan | $ 450,000 | ||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 10.00% | 5.00% | ||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.5 | ||||||||||||||||||||||||||
Accrued interest | $ 37,971 | 11,058 | 17,058 | $ 160,402 | $ 20,000 | $ 42,971 | |||||||||||||||||||||
Repayment of principal amount | 450,000 | ||||||||||||||||||||||||||
Repayment of accrued interest | $ 5,000 | ||||||||||||||||||||||||||
Secured loan | $ 319,598 | ||||||||||||||||||||||||||
Number of shares issued during period | shares | 1,600,000 | ||||||||||||||||||||||||||
Debt final payment amount | $ 286,642 | $ 500,000 | |||||||||||||||||||||||||
Loans principal balance | $ 319,598 | ||||||||||||||||||||||||||
Loan monthly payment | $ 3,000 | ||||||||||||||||||||||||||
Repayment of loan | 6,000 | 9,000 | |||||||||||||||||||||||||
Outstanding note balance | 260,584 | 260,584 | |||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||
Unamortized debt discount | 76,538 | 130,423 | |||||||||||||||||||||||||
Convertible Notes [Member] | Xantis Private Equity Fund [Member] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||
Secured loan | $ 400,000 | $ 2,680,000 | |||||||||||||||||||||||||
Debt issuance costs | $ 36,000 | ||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 13, 2019 | ||||||||||||||||||||||||||
Convertible Notes [Member] | William Marshal Plc [Member] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||
Secured loan | $ 2,680,000 | ||||||||||||||||||||||||||
Convertible Notes [Member] | William Marshal Plc [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Secured loan | $ 100,000 | ||||||||||||||||||||||||||
Debt instrument maturity date | Jan. 24, 2019 | ||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | |||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||
Secured loan | $ 1,940,000 | ||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | First Tranche [Member] | |||||||||||||||||||||||||||
Secured loan | $ 735,000 | ||||||||||||||||||||||||||
Debt issuance costs | $ 110,887 | ||||||||||||||||||||||||||
Convertible Notes [Member] | Xantis AION Securitization Fund [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||
Debt instrument maturity date | Oct. 11, 2019 | ||||||||||||||||||||||||||
Promissory note | $ 653,040 | ||||||||||||||||||||||||||
Repayment of debt | $ 98,651 | ||||||||||||||||||||||||||
Convertible Note One [Member] | |||||||||||||||||||||||||||
Accrued interest | 24,000 | ||||||||||||||||||||||||||
Debt final payment amount | 400,000 | ||||||||||||||||||||||||||
Debt issuance costs | 1,500 | 34,500 | |||||||||||||||||||||||||
Unamortized debt discount | 0 | 1,500 | |||||||||||||||||||||||||
Interest expense | 723 | ||||||||||||||||||||||||||
Convertible Note One [Member] | |||||||||||||||||||||||||||
Interest expense | 23,277 | ||||||||||||||||||||||||||
Convertible Note Two [Member] | |||||||||||||||||||||||||||
Accrued interest | 6,000 | ||||||||||||||||||||||||||
Interest expense | 181 | 5,819 | |||||||||||||||||||||||||
Convertible Note Two [Member] | |||||||||||||||||||||||||||
Debt final payment amount | 100,000 | ||||||||||||||||||||||||||
Convertible Note Three [Member] | |||||||||||||||||||||||||||
Debt final payment amount | 735,000 | 735,000 | |||||||||||||||||||||||||
Debt issuance costs | 27,722 | 60,064 | |||||||||||||||||||||||||
Unamortized debt discount | 23,102 | 50,824 | |||||||||||||||||||||||||
Interest expense | 10,874 | 25,010 | |||||||||||||||||||||||||
Convertible Note Four [Member] | |||||||||||||||||||||||||||
Debt final payment amount | 653,040 | 653,040 | |||||||||||||||||||||||||
Debt issuance costs | 24,663 | 20,552 | |||||||||||||||||||||||||
Unamortized debt discount | 53,436 | 78,099 | |||||||||||||||||||||||||
Interest expense | 9,662 | $ 3,328 | |||||||||||||||||||||||||
GBP [Member] | |||||||||||||||||||||||||||
Secured loan | £ | £ 75,000 | ||||||||||||||||||||||||||
Repayment of loan | £ | £ 35,000 | ||||||||||||||||||||||||||
GBP [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||
Secured loan | £ | £ 200,000 | ||||||||||||||||||||||||||
Debt final payment 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 | ||||||||||||||||||||||||||
Lender [Member] | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||
Accrued interest | 0 | ||||||||||||||||||||||||||
Number of shares issued during period | shares | 21,200,000 | ||||||||||||||||||||||||||
Number of shares issued during period, value | $ 424,000 | ||||||||||||||||||||||||||
William Marshal Plc [Member] | Convertible Note Two [Member] | |||||||||||||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 0.02 | ||||||||||||||||||||||||||
Debt final payment amount | $ 0 | ||||||||||||||||||||||||||
Number of shares issued during period | shares | 5,300,000 | ||||||||||||||||||||||||||
Number of shares issued during period, value | $ 106,000 |
Debt, Accounts Payable and Ac_4
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 72,826 | $ 12,794 |
Accounts payable and other accrued liabilities | 74,415 | 56,941 |
Total | $ 147,241 | $ 69,735 |
Debt, Accounts Payable and Ac_5
Debt, Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities to Related Parties (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Accrued salaries and benefits | $ 183,203 | $ 156,175 |
Expenses payable | 19,240 | 8,393 |
Accounts payable and accrued expenses - related parties | $ 202,443 | $ 164,568 |
Debt, Accounts Payable and Ac_6
Debt, Accounts Payable and Accrued Liabilities - Schedule of Loans Payable Related Parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Balance, beginning | ||
Proceeds from loans | 40,000 | $ 1,000 |
Repayments | (30,000) | |
Balance, ending | $ 10,000 |
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 ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total payable | $ 260,584 | $ 260,584 |
Non-convertible Notes November 26, 2013 JSP [Member] | ||
Principal | ||
Accrued Interest | 37,971 | 37,971 |
Total payable | 37,971 | 37,971 |
Non-convertible Notes September 30, 2018 EDEN [Member] | ||
Principal | 260,584 | 260,584 |
Accrued Interest | 11,058 | 17,058 |
Total payable | 271,642 | 277,642 |
Non-Convertible Notes [Member] | ||
Principal | 260,584 | 260,584 |
Accrued Interest | 49,029 | 55,029 |
Total payable | 309,613 | 315,613 |
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 | 735,000 |
Accrued Interest | 35,884 | 25,010 |
Discount | 23,102 | 50,824 |
Principal (net of debt discount) | 711,898 | 684,176 |
Total payable | 747,882 | 709,186 |
Convertible Note October 10, 2018 - Xantis AION Sec Fund [Member] | ||
Principal | 653,040 | 653,040 |
Accrued Interest | 12,990 | 3,328 |
Discount | 53,436 | 78,099 |
Principal (net of debt discount) | 599,604 | 574,941 |
Total payable | 612,594 | 578,269 |
Convertible Notes [Member] | ||
Principal | 1,388,040 | 1,888,040 |
Accrued Interest | 48,874 | 57,434 |
Discount | 76,538 | 130,423 |
Principal (net of debt discount) | 1,311,502 | 1,757,617 |
Total payable | $ 1,360,376 | $ 1,815,051 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | Jan. 24, 2019 | Jan. 14, 2019 | Jun. 05, 2018 | Sep. 26, 2017 | Sep. 18, 2017 | Nov. 11, 2016 | Nov. 10, 2016 | May 19, 2015 | Nov. 30, 2011 | Mar. 31, 2019 | Dec. 31, 2018 | Jul. 15, 2015 |
Shares price per share | $ 0.135 | |||||||||||
Common stock, value | $ 552,034 | $ 525,534 | ||||||||||
Preferred stock, shares issued | ||||||||||||
Common stock, shares authorized | 950,000,000 | 950,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares issued | 552,034,409 | 525,534,409 | ||||||||||
Common stock, shares outstanding | 552,034,409 | 525,534,409 | ||||||||||
Xantis Private Equity [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.02 | |||||||||||
Common stock shares issued for conversion of debt | 21,200,000 | |||||||||||
Common stock shares issued for conversion of debt, value | $ 424,000 | |||||||||||
William Marshall Plc [Member] | ||||||||||||
Debt instrument conversion price per share | $ 0.02 | |||||||||||
Common stock shares issued for conversion of debt | 5,300,000 | |||||||||||
Common stock shares issued for conversion of debt, value | $ 106,000 | |||||||||||
Two Convertible Notes [Member] | ||||||||||||
Common stock shares issued for conversion of debt | 26,500,000 | |||||||||||
Officers and Directors [Member] | ||||||||||||
Stock repurchased and retired during period, shares | 450,000,000 | |||||||||||
Officers and Directors One [Member] | ||||||||||||
Stock repurchased and retired during period, shares | 200,000,000 | |||||||||||
Officers and Directors Two [Member] | ||||||||||||
Stock repurchased and retired during period, shares | 50,000,000 | |||||||||||
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 | |||||||||||
Preferred stock, shares issued | 45,000,000 | 45,000,000 | ||||||||||
Series "B" Preferred Stock [Member] | ||||||||||||
Stock repurchased and retired during period, shares | 45,000,000 | |||||||||||
Series "B" Preferred Stock [Member] | Officers and Directors [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 Directors Two [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 | |||||||||||
Preferred stock, shares issued | 3,200,000 | 3,200,000 | ||||||||||
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 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Total revenues | $ 34,189 | $ 39,779 |
Pension Plan (Details Narrative
Pension Plan (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Pension Plan | |
Pension contribution | $ 706 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Aug. 02, 2018USD ($) | Aug. 02, 2018GBP (£) | Jun. 05, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 07, 2013USD ($)shares | Dec. 07, 2013GBP (£)shares | Oct. 09, 2013USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2018 | Oct. 09, 2013GBP (£) |
Secured loan | $ 120,420 | ||||||||||
Restricted shares | shares | 10,000 | ||||||||||
Repayment of loan | $ 56,196 | ||||||||||
Excess of restricted stock issued | shares | 20,000 | 20,000 | |||||||||
Litigation settlement amount | $ 411,272 | $ 411,272 | |||||||||
Due to litigation amount | $ 411,272 | 226,616 | |||||||||
Litigation damages | $ 184,656 | ||||||||||
Rent Agreement [Member] | From August 2018 until July 2019 [Member] | |||||||||||
Lease agreement period | 1 year | ||||||||||
Rental expenses | $ 2,890 | $ 8,670 | |||||||||
GBP [Member] | |||||||||||
Secured loan | £ | £ 75,000 | ||||||||||
Repayment of loan | £ | £ 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) | 3 Months Ended |
Mar. 31, 2018Integar | |
Segment Reporting [Abstract] | |
Reportable segments | 1 |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenues from continuing operations | $ 34,189 | $ 30,800 | |
Depreciation and amortization | 6,330 | 152 | |
Net (loss) / income from continuing operations | (941,849) | 162,038 | |
Identifiable long-lived tangible assets | 5,044 | $ 5,180 | |
Consultancy [Member] | |||
Revenues from continuing operations | 30,800 | ||
Depreciation and amortization | 585 | 152 | |
Net (loss) / income from continuing operations | (939,282) | 162,038 | |
Identifiable long-lived tangible assets | 4,549 | 4,654 | |
Insurance Brokerage [Member] | |||
Revenues from continuing operations | 34,189 | ||
Depreciation and amortization | 5,745 | ||
Net (loss) / income from continuing operations | (2,567) | ||
Identifiable long-lived tangible assets | $ 495 | $ 526 |