MIGOM GLOBAL CORP. Item 1.01 Entry into Material Definitive Agreement
OnMay 12, 2020 ,Migom Global Corp. (the "Company"), entered into an acquisition agreement withMigom Bank Ltd. andThomas A. Schaetti (the "Migom Agreement"). Pursuant to the Migom Agreement, the Company acquired all of the outstanding equity ofMigom Bank Ltd. ("Migom Bank ").Migom Bank is a regulated full-service international bank, licensed by theFinancial Services Unit of theMinistry of Finance of Commonwealth ofDominica , specializing in providing retail banking services to individuals and companies worldwide. In addition to the traditional services of a deposit institutionMigom Bank offers lending, leasing, and investment services, provides money transmittal services, is authorized to issue and administer means of payment such as credit and debit cards, travelers cheques, bankers' drafts and electronic money.Migom Bank is also authorized by its regulators to provide custody of securities, issue guarantees and commitments, provide credit reference services, safe custody of valuables, offer all forms of electronic banking and foreign exchange and precious metal dealing services.Migom Bank is also authorized by its regulators to perform a variety of investment banking and corporate finance services. In exchange for the equityMigom Bank , the Company issuedMr. Schaetti 126,222 shares of common stock of the Company, at a price per share of$9.00 . OnMay 12, 2020 , the Company, entered into an acquisition agreement withCentral Rich Trading Ltd. andThomas A. Schaetti (the "Central Agreement"). Pursuant to the Central Agreement, the Company acquired all of the outstanding equity ofCentral Rich Trading Ltd. ("Central"). Central is a money service business that is licensed by theHong Kong Customs and Excise Department to provide all forms of permitted money services, electronic money and payment services in the respective territories. In exchange for the equity of Central, the Company issuedMr. Schaetti 17,778 shares of common stock of the Company, at a price per share of$9.00 .The Migom Bank Ltd. Agreement and theCentral Rich Trading Ltd. Agreement were undertaken by the Company with a related party. However, the terms of the Migom Agreement and the Central Agreement were made at arms-length. Both theMigom Bank Ltd. Agreement and theCentral Rich Trading Ltd. are conditioned on approval of the transfer of ownership by theFinancial Services Unit of theMinistry of Finance of Commonwealth ofDominica andHong Kong Customs and Excise Department respectively.
Item 2.01 Completion of Acquisition or Disposition of Assets
OnMay 14, 2020 , the Company completed the acquisition of all of the outstanding equity ofMigom Bank , pursuant to the terms of the Migom Agreement, datedMay 12, 2020 , as described above. Migom is engaged in the banking industry. OnMay 14, 2020 , the Company completed the acquisition of all of the outstanding equity of Central, pursuant to the terms of the Central Agreement, datedMay 12, 2020 , as described above. Central is engaged in the money service business.
As a result of the acquisition of all the issued and outstanding shares of
3
FORM 10 DISCLOSURE
As mentioned in Item 1.01, on May 12, 2020 , the Company effectively acquired
Migom Bank in a business combination under common control transaction and is now
entering into a business combination, other than a business combination with a
shell company, as those terms are defined in Rule 12b-2 under the Exchange Act,
according to Item 2.01(f) of Form 8-K, the registrant is required to disclose
the information that would be required if the registrant were filing a general
form for registration of securities under the Exchange Act on Form 10.
We hereby provide below information that would be included in a Form 10
registration statement.
Description of Business
Corporate History
The Company is a US holding company incorporated inNevada onFebruary 29, 2016 , which operates through the Company's wholly owned subsidiaryMigom Bank Ltd. ("Migom Bank "). OnOctober 9, 2019 , as a result of a private transactions, 5,000,000 shares of common stock (the "Shares") of the Company, were transferred from Oleg Jitov toHeritage Equity Fund LP (the "Purchaser"). As a result, the Purchaser became a 68.35% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. In connection with the transaction, Oleg Jitov released the Company from all debts owed to him. OnMay 12, 2020 , the Company, entered into an acquisition agreement withCentral Rich Trading Ltd. andMr. Schaetti (the "Central Agreement"). Central RichTrading Ltd. ("Central") was incorporated onNovember 16, 2019 inHong Kong . Pursuant to the Central Agreement, the Company acquired all of the outstanding equity of Central. Central is a money service business that is licensed by theHong Kong Customs and Excise Department to provide all forms of permitted money services, electronic money and payment services in the respective territories. In exchange for the equity of Central, the Company issuedMr. Schaetti 17,778 shares of common stock of the Company, at a price per share of$9.00 . OnOctober 8, 2019 , the existing director and officer resigned. Accordingly, Oleg Jitov, serving as a director and an officer, ceased to be the Company's Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Georgi Parrik consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. OnNovember 1, 2019 , the Company, amended its articles of incorporation change its name fromAlfacourse Inc. toMigom Global Corp. The change was made in anticipation of entering into a new line of business operations. The Company changed its symbol from ALFC to MGOM onNovember 11, 2019 . OnJanuary 23, 2020 , HRHPrince Maximillian Habsburg was appointed as Chairman of the Board of Directors ofMigom Global Corp , (the "Company"). Also, onJanuary 23, 2020 , Mr.Thomas Schaetti and Mr.Stefan Lenhart were appointed as members of the Board of Directors of the Company. HRHPrince Maximillian Habsburg,Thomas Schaetti , andStefan Lenhart accepted such appointments onJanuary 23, 2020 . Each appointee is independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2) and the standards established by theSecurities and Exchange Commission . OnMarch 31, 2020 , theSecurities and Exchange Commission granted the request ofMigom Global Corp (the "Company") to change its Standard Industrial Code (SIC) to 6199. Such SIC reflects the current operations of the Company, which is
now Finance Services.
OnApril 8, 2020 , the Company filed withState of Nevada , a Certificate of Amendment for increasing its authorized shares by 650,000 so that they consisted of 75,000,000 common stocks and 650,000 preferred stocks. The Board of Directors of the Company and the majority of the shareholders of the Company voted in favor of the rights onApril 7, 2020 . OnApril 13, 2020 , the "Company, filed with theState of Nevada , a Certificate of Designation for its Series A preferred stock (the "Certificate"). The Certificate was effective onApril 13, 2020 . The Certificate establishes all of the rights of the holders of the Series A Preferred Stock (the "Series A"), as related to the Series A, including, but not limited to the lack of Series A conversion rights, its voting rights, and the liquidation preference. The Company entered into a Securities Exchange and Settlement Agreement (the "Agreement") with its controlling shareholder,Heritage Equity Fund LP ("Heritage"), datedApril 16, 2020 , pursuant to which the Company agreed to issue Heritage 650,000 shares of its Series A Preferred Stock in exchange for$80,242.81 in accrued and unpaid debt principle and interest, under three convertible debentures held by Heritage. Also, onApril 16, 2020 , the Company issued 650,000 shares of its Series A Preferred Stock, par value$.001 per share, to Heritage, as described above. The shares of Series A Preferred Stock were issued pursuant to Section 3(a)(9) of the Securities Act of 1933. as it was exchange for existing securities of the Company. OnApril 15, 2020 , HRHPrince Maximillian Habsburg tendered his resignation from the Board of Directors to the Company. Also, onApril 15, 2020 , the remaining members of the Board of Directors of the Company accepted HRHPrince Maximillian Habsburg's resignation. OnApril 21, 2020 , the Company entered into an asset purchase agreement withHeritage Equity Fund LP (the "Asset Agreement"). Pursuant to the Asset Agreement, the Company acquired all of the intellectual property ofHeritage Equity Fund LP ("Heritage") related to core banking front end and back end user interface software, banking and trading cloud-based and server software, and mobile applications (collectively, the "Assets"). In exchange for the Assets, the Company issued Heritage 30,000 shares of common stock of the Company, at a price per share of$9.00 . 4 The Assets are source code, all the backups therefor, supporting documentation, manuals, schematics, computer graphics and the underlying custom images, copyrights therefor, URL domain names, as well as all the software technology and knowhow and any and all other worldwide intellectual property rights in full force and effect currently in perpetuity from the date hereof and all the associated intangible assets related to as well as involved in the design, reproduction, deployment on servers and in the cloud and exploitation of the following items:
1. Mathematical formulas, technical, programming in any and all programming
coding languages and other designs, work papers and any and all developed
and implemented and/or under development intellectual property involving
core banking and client-facing front end software and back end
administrative user interface software, banking and trading cloud-based
and server software used under the brand name
2. Mathematical formulas, technical, programming in any and all programming
coding languages and other designs, work papers and any and all developed
and implemented and/or under development intellectual property involving
mobile application in Android operating systems deployed in Google Play
under the name of Migom Bank .
3. Mathematical formulas, technical, programming in any and all programming
coding languages and other designs, work papers and any and all developed
and implemented and/or under development intellectual property involving
mobile application in iOS operating system deployed in Apple App Store
under the name of Migom Bank .
Also onApril 21, 2020 , the Company licensed the use of the Assets toMigom Bank Ltd. (the "Bank"), pursuant to a license agreement, by and between the Company and the Bank, datedApril 21, 2020 (the "License Agreement"). Pursuant to the . . .
Item 3.02 Unregistered Sales of
Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired
Migom Bank Ltd. - As of and for the six months endedJune 30,2020 (unaudited) and as of and for the period fromAugust 7, 2019 (inception) toDecember 31, 2019 24MIGOM BANK LTD. Financial Statements As of and for the six months endedJune 30,2020 (unaudited) and the period fromAugust 7, 2019 (inception) toDecember 31, 2019 Table of Contents Audit Report 26 Balance Sheets 27 Statements of Operations and Comprehensive Income (loss) 28 Statements of Changes in Shareholders' Equity 29 Statements of Cash Flows 30 Notes to the Financial Statements 31 25 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Stockholders of
Migom Bank Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets ofMigom Bank Ltd. (the Company) as ofDecember 31, 2019 , and the related statements of operations and comprehensive income, stockholders' equity, and cash flows for period fromAugust 7, 2019 (Inception) toDecember 31, 2019 , and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 13, 2019 , and the results of its operations and its cash flows for period fromAugust 7, 2019 (Inception) toDecember 31, 2019 , in conformity with accounting principles generally accepted inthe United States of America .
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management's plan in regards to these matters are described in Note 3. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with thePublic Company Accounting Oversight Board (United States ) (PCAOB) and are required to be independent with respect to the Company in accordance with theU.S. federal securities laws and the applicable rules and regulations of theSecurities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/JLKZ CPA LLP
We have served as the Company's auditor since 2020.
JLKZ CPA LLP .Flushing, New York November 30, 2020 26 MIGOM BANK LTD. Balance Sheets June 30, December 31, 2020 2019 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents$ 1,320,389 $ 1,100,868 Total current assets 1,320,389 1,100,868 Noncurrent assets: Prepaid rent - 1,111 Total assets$ 1,320,389 $ 1,101,979 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ -
$ 1,500 Deferred revenue 442,042 - Total current liabilities 442,042 1,500 Total liabilities 442,042 1,500
Commitments and contingencies (see Note 11) - -
Shareholders' equity
Common stock (1,000 par value, 1,000 shares authorized,
1,000 shares issued and outstanding at
1,000,000 1,000,000
Additional paid in capital 207,199 207,199
Accumulated deficit (318,461 ) (96,329 )
Other comprehensive income (10,391 ) (10,391 )
Total shareholders' equity 878,347 1,100,479
Total liabilities and shareholders' equity$ 1,320,389
$ 1,101,979 See accompanying notes to unaudited condensed financial statements 27MIGOM BANK LTD. Statements of Operations and Comprehensive
Income
For the Period from
For The Six August 7, 2019
Months Ended (inception) to
June 30, December 31,
2020 2019
(Unaudited) (Audited)
Revenue $ - $ -
Operating expenses
Professional fees - 48,520
Salary expense - -
Rent expense 1,111 2,222
Marketing expense 221,021 -
Other general and administrative expenses 0 40,472
Total operating expenses 222,132 91,214
Total operating loss (222,132 ) (91,214 )
Other income (expense)
Other expense - -
Total other income (expense) - -
Net Income (loss) (222,132 ) (91,214 )
Foreign currency translation gain (loss) - (10,391 )
Total comprehensive income (loss) $ (222,132 ) $ (101,605 )
Net loss per share - basic and diluted (222.13 ) (91.21 )
Weighted average shares outstanding - basic and diluted 1,000 1,000
See accompanying notes to unaudited condensed financial statements
28
MIGOM BANK LTD.
Statement of Shareholders' Equity
Additional Other
Preferred Stock Common Stock Paid In Comprehensive Accumulated
Shares Amount Shares Amount Capital Income Deficit Total
Balance, August 7,
2019 (inception) - $ - - $ - $ - $ - $ - $ -
Net loss (96,329 ) (96,329 )
Company establishment 1,000,000 207,199 1,207,199
Other comprehensive
income (10,391 ) (10,391 )
Balance, December 31,
2019 - $ - 0 $ 1,000,000 $ 207,199 $ (10,391 ) $ (96,329 ) $ 1,100,479
Net loss $ $ $ $ $ (222,132 ) $ (222,132 )
Balance, June 30,
2020 - $ - $ $ 207,199 $ (10,391 ) $ (318,461 ) $ 878,347
See accompanying notes to unaudited condensed financial statements
29
MIGOM BANK LTD.
Statement of Cash Flows
For the Period from
For The Six August 7, 2019
Months Ended (inception) to
June 30, December 31,
2020 2019
(Unaudited) (Audited)
Cash flows from operating activities:
Net income (loss) $ (222,132 ) $ (91,214 )
Changes in operating assets and liabilities:
Prepaid rent 1,111 (1,111 )
Deferred revenue 442,042 -
Accrued liabilities (1,500 ) 1,500
Due from related party (219,521 ) -Net cash provided by (used in) operating activities - (90,825 ) Cash flows provided by financing activities: Capital contribution from shareholders - 1,207,199 Net cash used in financing activities - 1,207,199 Effect of exchange rate changes on cash 219,521 (15,506 ) Net increase (decrease) in cash 219,521 1,100,868 Cash at beginning of period 1,100,868 - Cash at end of period$ 1,320,389 $ 1,100,868 - - Supplemental disclosure of cash flow information: Cash paid for interest $ - $ - Cash paid for taxes $ - $ -
© Edgar Online, source
