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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: July 31, 2016

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

COMMISSION FILE NUMBER: 000-53438

 

Indo Global Exchange(s) PTE, Ltd.

 

(Exact name of registrant as specified in its charter)

 

nevada   48-1308991

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia   KAV146
(Address of principal executive offices)   (Zip Code)

 

62 2125555600

 

Issuer’s telephone number

 

N/A

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered under Section 12(b) of the Exchange Act:   None.
Securities registered under Section 12(g) of the Exchange Act:   Shares of Common Stock, $0.001 Par Value

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading
Symbol(s)
  Name of Each Exchange on
Which Registered

Common

 

IGEX

  OTC

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐ No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-X contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form 10-K.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller Reporting Company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $917,589

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date of May 14, 2022:

4,391,941,731 common shares issued and outstanding

 

 

 

 

 

 

ANNUAL REPORT ON FORM 10-K

 

FOR THE YEAR ENDED JULY 31, 2016

 

TABLE OF CONTENTS

 

      Page
PART I      
ITEM 1.   BUSINESS 3
ITEM 1A.   RISK FACTORS 8
ITEM 2.   PROPERTIES 14
ITEM 3.   LEGAL PROCEEDINGS 14
ITEM 4.   MINE SAFETY DISCLOSURES 14
       
PART II      
ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 14
ITEM 6.   SELECTED FINANCIAL DATA 15
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 19
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 19
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 20
ITEM 9A.   CONTROLS AND PROCEDURES 20
ITEM 9B.   OTHER INFORMATION 21
       
PART III      
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . 21
ITEM 11.   EXECUTIVE COMPENSATION 23
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 25
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 25
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES 26
       
PART IV      
ITEM 15.   EXHIBITS 26
   

SIGNATURES

27

 

  2  

 

 

PART I

 

Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K

 

As used in this Annual Report, the terms “we,” “us,” “our,” “Indo Global,” and the “Company”, mean Indo Global Exchange (s) PTE, Ltd., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

 

ITEM 1. BUSINESS.

 

Corporate Background

 

Indo Global Exchange(s) PTE, Ltd. formerly Claridge Ventures Inc. (the “Company”) was incorporated in the State of Nevada on May 7, 2008. The Company was organized to develop business opportunities.

Indo Global Exchange(s) Pte. Ltd. (the “Company”) established International Global Exchange (AUST) (“IGE”) established 2015 and, PT GriyaMatahari Bali (Indonesia) established 2014. These companies were established to allow the company to operate in the countries of Australia and Indonesia to open bank accounts only.

 

Asset Purchase Agreement

 

On September 23, 2013 (the “Closing Date”), Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (formerly Claridge Ventures, Inc.) (the “Registrant” or “Company”), closed an asset purchase transaction (the “Transaction”) with Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (“Indo Global”) and the shareholders of Indo Global (“Selling Shareholders”) pursuant to an Amended and Restated Asset Purchase Agreement dated as of the Closing Date (the “Purchase Agreement”) by and among the Company, Indo Global, and the Selling Shareholders.

 

In accordance with the terms of the Purchase Agreement, on the Closing Date, the Company issued 43,496,250 shares of its common stock (the “Shares”) directly to the Selling Shareholders in exchange for certain assets of Indo Global (the “Assets”) including, rights to enter into certain agreements and certain intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of Indo Global as part of the Assets, and the Company did not hire any employees of Indo Global. Indo Global will continue as an independent company, operating in Singapore after the Transaction.

 

On May 29, 2014, Indo Global Exchange(s) Pte. Ltd. (the “Company”) entered in to an engagement agreement (the “Agreement”) with International Global Exchange (AUST) (“IGE”), PT GriyaMatahari Bali, and Kina Securities Limited (“Kina”) with an effective date of November 25, 2013. Pursuant to the terms of the Agreement, Kina appointed the Company, IGE and PT GriyaMatahari Bali (collectively, “IGEX”) to provide certain services to Kina, including use of IGEX’s comprehensive online trading platform for Kina referred clients, which platform includes access to 21 global equity exchanges, account statements in real time, live streaming news and other features and capabilities. The term of the Agreement is ten (10) years and may be terminated for cause or without cause upon120 days’ notice to the other party. Kina may terminate the Agreement for cause upon the occurrence of certain events, including the following: IGEX (i) has a liquidator or receiver appointed, (ii) becomes an externally administered body, (iii) passes a resolution for winding up, (iv) is guilty of any fraudulent act or willful misconduct which is related to the Agreement, or (v) breaches the terms of the Agreement.

 

On the 26 th November 2015, IGEX appointed Goldhurst and Schnider of Melbourne, Australia to formally notify Kina that they are in breach of the contract. The breach was in relation to Kina making unfounded statements to the market about IGEX and not formally giving notice as required by the agreement. IGEX is now seeking compensation from Kina for AUD$2,400,000.

 

Strategy

 

We plan to offer financial market access to customers globally, with access to approximately thirty (30) global equity exchanges for trading in securities, approximately thirty (30) global equity exchanges for trading in Contract for Differences (CFD). These include the Euro Zone, United Kingdom, Japan, Asia, Oceania, and Canada. Trading will include approximately 180 currency pairs in spot (cash), forwards and options, gold and silver trading in spot (cash), forwards and options, financial futures, indices and commodity CFD’s and Exchange Traded Funds..

 

All of our customers will have access to, among other features, the trading platform, 24 hour technical support, personal account manager, remote phone access to staff, the ability to place online or phone orders or amend orders, private remote chat facility, free seminar programs including webinars, free software upgrades, technical and fundamental analysis, free fully functional simulation platform, the help desk for technical issues, one on one platform instruction, and free charting package.

 

  3  

 

 

In addition, we will offer:

 

  Marked to market real time portfolio valuation on all assets.
  Full transparency in account functions including cash movement.
  Account statements in real time.
  Full audit trail on client activity.
  Live streaming news.
  Full charting and technical analysis functionality.

 

Products/Services in Development

 

In October 2014, we designed and implemented a white label application on the back of the FxPro Super trader via Investor Limited Pty LTD with a introducer agreement product which will provide a unique offering, allowing 3 times leverage to all of our Supertrader accounts. Whereby with a minimum investment of USD 10,000, the clients will be given a line of credit of USD 20,000 giving a total investment portfolio of USD 30,000.

 

Revenues and Customers

 

The Company generated revenue of $3,485 and $19,448 for the years ended July 31, 2016 and 2015, respectively. The revenue is a result of service fee and commission. These revenues were derived from client trading accounts in the form of commissions and profit share, paid by FxPro the execution and clearing business.

 

Intellectual Property

 

Our success depends in part upon our ability to protect our intellectual property. To establish and protect our proprietary rights, we will rely on a combination of know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure, and other contractual rights. We have not filed any trademark or patent applications. However, we own a common law trademark and logo in “IGEX Financial Market Services.”

 

Marketing

 

We strive to position ourselves as the leading online trading provider in Indonesia. In today’s technology driven world, we believe having services with an offline and online element will position us for growth within the market. We plan to utilize various methods of marketing to gain brand recognition and market acceptance to establish ourselves in the online trading market place.

 

We plan to establish a presence in the market, primarily through the use of traditional methods of marketing in conjunction with a viral marketing component geared towards online viewing. The highlighted points below are an overview of the various marketing channels and strategies we will employ. The campaign will focus on an overarching national strategy that will be complimented by regional efforts. The main goal is to sell our services to medium and large income businesses and individuals throughout Indonesia. We also intend to employ third party consultants to assist us in marketing telecom and mobile applications.

 

  Full day Seminars. The seminar model will be a key marketing strategy for us to attract new clients.
  Google add words, search engine optimization and key words.

 

  Radio, which is very cost efficient in Indonesia (radio approximately $8 per 30 second advertisement).
  Regional offices to provide a local presence, which will be key to establishing trust with our clients.

 

  Positioning our brand online.
  Supporting local communities such as Chinese, Muslim and Hindu groups.

 

  Social media i.e., Facebook, Twitter, etc.
  Television

 

  Mobile Telephone Networks
  Referral Programs

 

  4  

 

 

Branding

 

We utilize various forms of media and print advertising to promote our brand. Anticipated forms of print media include brochures, advertisements in financial publications and billboards.

 

Our management will also attend and participate in key industry related trade shows throughout the world to promote our brand and products. We will design and utilize the Internet as a forum to promote our brand that result in higher quality products. Our website will be regularly updated to ensure proper informational flow to established and new customers.

 

Industry

 

Since the beginning of online trading the commission rate has dropped from around $50 per trade down to around 1/5 of that and even some companies like Bank of America, Zecco and Saxo Bank have offered commission free trading in stocks. These price slashes generated great growth in the industry according to McKinsey & Co who states that in 1999 online banking constituted 2 % of the entire industry, by 2002 it constituted 10 %. The explosive growth in the online trading industry attracted many new entrants, leading to intense competition.

 

In addition to that, many of the traditional full-service brokers like Merrill Lynch and Morgan Stanley also entered the arena by offering online trading. The Internet posed the most serious threat to the established brokerage firms since the unfixing of commissions on May Day, 1975, when deregulation created the discount-brokerage business, threatening, but not vanquishing, a cozy oligopoly (Nathan, 1999). The oligopoly has now been battered by new technologies. So far, traditional full-service brokers had resisted using the Internet in any way that would cannibalize their existing offline brokerage business. They appeared positively complacent, arguing that the cut-price online brokerage is not a sustainable business model.

 

However, by the early years of the new millennium, the traditional full-service firms finally began to counterattack. Their first steps were to add online trading to their information-only web sites with a better deal for their more active customers. As they further enter the online market at a larger scale, with vastly greater capital bases, and powerful global brand names these traditional firms will probably change the nature of the competition.

 

The entry of traditional offline firms to the online market, however, has not necessarily been a smooth process. This has caused major “channel conflict” when distributing through competing channels that offer different prices and service levels. An example of this kind of conflict was felt during the launching of Discover Brokerage Direct, owned by Morgan Stanley (Smith, 1999).

 

One of the clearest indications of how channel conflict influenced management decisions was in the way the online unit was named. Rather than extending the Morgan Stanley brand name to the online operation, a name that carried considerable clout in the securities business, the new company was given the name of the Discover credit-card operation. This was a way of distancing the parent company from the online business.

 

New entries to the online market have been appearing in various ways: from traditional tier 1 banks, specialized online banks and hundreds of small online brokers, offering different trading platforms. Growth in the industry has been driven mainly by retail Forex operations and other derivatives such as CFDs (Contracts for Differences).

 

Online Financial Industry Today

 

We believe we are now at the apex of a new period of unprecedented opportunities for the online financial industry. History has revealed that after recessions, new ‘windows of opportunity’ open up where new industries grow and become established. We believe there may be increasing consolidation since there are too many online brokers that do not offer a relevant and differentiated product.

 

In a report published in December 2010, LeapRate estimated that the online Forex trading volume was some $200 billion daily, barely 5% of the total world foreign exchange market (this is the largest market in the world, with an average daily turnover estimated at $3.98 trillion). We believe this represents enormous growth if we compare it to the figure of under $10 billion that was traded online daily 10 years ago. If the LeapRate numbers are correct, daily online Forex operations are already more than double those of the New York Stock Exchange and some 40 times that of the Ibex in Spain.

 

History of Online Trading

 

For many years’ stock markets were physical locations where buyers and sellers met and negotiated. Exchange trading would typically happen on the floor of an exchange, where traders in brightly colored jackets (to identify which firm they worked for) would shout and gesticulate at one another – a process known as open outcry or pit trading (the exchange floors were often pit-shaped – circular, sloping downwards to the center, so that the traders could see one another). With the improvement in communications technology in the late 20th century, the need for a physical location became less important and traders started to transact from remote locations in what became known as electronic trading. Electronic trading made transactions easier to complete, monitor, clear, and settle and this helped spur on its development.

 

One of the earliest examples of widespread electronic trading was on Globex, the CME Group’s electronic trading platform conceived in 1987 and launched fully in 1992.This allowed access to a variety of financial markets such as treasuries, foreign exchange and commodities. The Chicago Board of Trade (CBOT) produced a rival system that was based on Oak Trading Systems’ Oak platform branded ‘E Open Outcry,’ an electronic trading platform that allowed for trading to take place alongside that took place in the CBOT pits.

 

  5  

 

 

Set up in 1971, NASDAQ was the world’s first electronic stock market, though it originally operated as an electronic bulletin board, rather than offering straight-through processing (STP).

 

By 2011 investment firms on both the buy side and sell side were increasing their spending on technology for electronic trading. With the result that many floor traders and brokers were removed from the trading process. Traders also increasingly started to rely on algorithms to analyze market conditions and then execute their orders automatically.

 

The move to electronic trading compared to floor trading continued to increase with many of the major exchanges around the world moving from floor trading to completely electronic trading.

 

Trading in the financial markets can broadly be split into two groups:

 

  Business-to-business (B2B) trading, often conducted on exchanges, where large investment banks and brokers trade directly with one another, transacting large amounts of securities, and

 

Business-to-consumer (B2C) trading, where retail (e.g. individuals buying and selling relatively small amounts of stocks and shares) and institutional clients (e.g. hedge funds, fund managers or insurance companies, trading far larger amounts of securities) buy and sell from brokers or “dealers”, who act as middle-men between the clients and the B2B markets.

 

While the majority of retail trading in the United States happens over the Internet, retail trading volumes are dwarfed by institutional, inter-dealer and exchange trading. However, in developing economies, especially in Asia, retail trading constitutes a significant portion of overall trading volume.

 

For instruments that are not exchange-traded (e.g. US treasury bonds), the inter-dealer market substitutes for the exchange. This is where dealers trade directly with one another or through inter-dealer brokers (i.e. companies like GFI Group and BGC Partners. They acted as middle-men between dealers such as investment banks). This type of trading traditionally took place over the phone but brokers moved to offering electronic trading services instead.

 

Similarly, B2C trading traditionally happened over the phone and, while some still does, more brokers are allowing their clients to place orders using electronic systems. Many retail (or “discount”) brokers (e.g. Charles Schwab, E-Trade) went online during the late 1990s and most retail stock-broking probably takes place over the web now.

 

Larger institutional clients, however, will generally place electronic orders via proprietary electronic trading platforms such as Bloomberg Terminal, Reuters 3000 Xtra, Thomson Reuters Eikon, BondsPro, Thomson TradeWeb or CanDeal (which connect institutional clients to several dealers), or using their brokers’ proprietary software.

 

For stock trading, the process of connecting counterparties through electronic trading is supported by the Financial Information eXchange (FIX) Protocol. Used by the vast majority of exchanges and traders, the FIX Protocol is the industry standard for pre-trade messaging and trade execution. While the FIX Protocol was developed for trading stocks, it has been further developed to accommodate commodities, foreign exchange, derivatives, and fixed income trading.

 

Impact of Electronic Trading

 

The increase of electronic trading has had some important implications:

 

  Reduced cost of transactions – By automating as much of the process as possible (often referred to as “straight-through processing” or STP), costs are brought down. The goal is to reduce the incremental cost of trades as close to zero as possible, so that increased trading volumes don’t lead to significantly increased costs. This has translated to lower costs for investors.

 

  Greater liquidity – electronic systems make it easier to allow different companies to trade with one another, no matter where they are located. This leads to greater liquidity (i.e. there are more buyers and sellers) which increases the efficiency of the markets.

 

    Greater competition – While electronic trading hasn’t necessarily lowered the cost of entry to the financial services industry, it has removed barriers within the industry and had a globalisation-style competition effect. For example, a trader can trade futures on Eurex , Globex or LIFFE at the click of a button – he or she doesn’t need to go through a broker or pass orders to a trader on the exchange floor.

 

  Increased transparency – Electronic trading has meant that the markets are less opaque. It’s easier to find out the price of securities when that information is flowing around the world electronically.

 

  Tighter spreads – The “spread” on an instrument is the difference between the best buying and selling prices being quoted; it represents the profit being made by the market makers. The increased liquidity, competition and transparency means that spreads have tightened, especially for commoditized, exchange-traded instruments.

 

  6  

 

 

For retail investors, financial services on the web offer great benefits. We believe the primary benefits are the reduced cost of transactions, the availability of research materials for all concerned as well as the ease and the convenience.

 

Investing Online

 

Prior to the advent of the Internet, investors had to call up their stockbroker and place an order on the telephone. The brokerage firm would then enter the order in their system which was linked to trading floors and exchanges.

 

In August 1994, K. Aufhauser& Company, Inc. (later acquired by TD Ameritrade) became the first brokerage firm to offer online trading via its “WealthWEB”. Online investing has experienced significant growth since that time. Investors can now enter orders directly online, or even trade with other investors via electronic communication networks (ECN). Some orders entered online are still routed through the broker, allowing agents to approve or monitor the trades. This step assists in the protection of both the client and brokerage firm from unlawful or incorrect trades which could affect the client’s portfolio or the stockbroker’s license.

 

Online brokers are most often referred to as discount brokers. Their popularity is attributable to the speed and ease of their online order entry, and to fees and commissions significantly lower than those of full service brokerage firms.

 

Tools and Trading Platforms

 

Investors who trade through an online brokerage firm are provided with a trading platform. This platform acts as the hub, allowing investors to purchase and sell such securities as fixed income, equities/stock, options, and mutual funds. Included with the platform are tools to track and monitor securities, portfolios and indices, as well as research tools, real-time streaming quotes and up-to-date news releases; all of which are necessary to trade profitably. Often, more robust research tools are available such as full, in-depth analyst reports and analysis, and customized back testing and screeners to see how particular investment strategies would have been realized during different historical periods.

 

Some of the popular online brokers include: E*Trade, IDealing, Scottrade, TD Ameritrade, and Fidelity. Schwab is an example of a hybrid broker combining a traditional, brick-and-mortar brokerage house with discounted trading online, with the usual benefits of both available to customers. Commissions vary from broker to broker, depending on the services included with the account.

 

Compliance with Government Regulations

 

The conduct of our business, and the production, distribution, sale, advertising, labeling, safety, transportation and use of our products, may be subject to various laws and regulations administered by federal, state and local governmental agencies in Indonesia, as well as to foreign laws and regulations administered by government entities and agencies in markets where we may operate and sell our products and services. We are unaware of any licenses or regulations that we have to adhere to and it is our policy to abide by the laws and regulations that apply to our business.

 

We may also be subject to a number of U.S. federal or state laws and regulations that affect companies conducting business on the Internet, many of which are still evolving and being tested in courts, and could be interpreted in ways that could harm our business. These may involve user privacy, rights of publicity, data protection, content, intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection, taxation and online payment services.

 

We will rely on legal and operational compliance programs, as well as local counsel, to guide our business in complying with applicable laws and regulations of the jurisdictions in which we do business.

 

We do not anticipate at this time that the cost of compliance with U.S. and foreign laws will have a material financial impact on our operations, business or financial condition, but there are no guarantees that new regulatory and tariff legislation may not have a material negative effect on our business in the future.

 

Competition

 

Currently, we believe there appears to be limited competition in Indonesia, as there are no international providers such as Saxo, IG Markets, Interactive brokers, E*Trade, FXCMarkets or Charles Schwab represented locally in Indonesia. In addition,

 

  Not many Indonesian banks offer online trading;
  Local brokers have access to Indonesian stocks with limited access to global markets;

 

  Local commodity brokers offer gold and limited foreign exchange crosses (4 pairs); and
  Limited investment seminars or education programs are available.

 

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However, we are a new entry into this marketplace and we are not well known. As such, we may compete with numerous providers of online trading services or Internet accessible applications and services companies, many of which have far greater financial and other resources than we do. Many of these companies have established histories and relationships in providing online applications or systems in other markets that may enable them to attract talent, marketing support, and financing if they decided to enter the Indonesian market. Our major competitors globally include Saxo Bank, IG Markets, Interactive brokers, E*Trade, FXCMarkets and TD Ameritrade.

 

We believe our products will be competitive in the market place and with potential customers as our products are full featured and fully integrated while not requiring customization. The use of our products do not require extensive training and do not require any add on components from third party developers.

 

We believe that our services will prove to be cost effective and easy for users to adopt and use. We also plan to market our products and services through channel partners, to broaden our exposure to customers and users.

 

Employees

 

We have no employees other than our executive officers and directors as of the date of this Annual Report on Form 10-K. We conduct our business largely through agreements with consultants and arm’s length persons.

 

Research and Development Expenditures

 

We have not incurred any research expenditures since our incorporation.

 

ITEM 1A. RISK FACTORS

 

You should carefully consider the risks described below together with all of the other information included in this Form 8-K before making an investment decision with regard to our securities. The statements contained in or incorporated into this Form 8-K that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

 

Risks Related to Our Business and Industry

 

We are a development stage company with a limited operating history on which to evaluate our business or base an investment decision.

 

Our business prospects are difficult to predict because of our limited operating history, early stage of development and unproven business strategy. We are a development stage company. We expect to incur losses over the near to mid-term, and certainly during the next 12 months, if not longer, as we expand our products and services and increase our marketing and sales efforts. Our sales and marketing efforts to-date have been limited, and we face numerous risks and uncertainties as we attempt to expand our business. In particular, we have not proven our products and services will be attractive to customers in the financial services industry. If we are unable to make progress selling our products and services, our prospects will be limited and it will be difficult to accomplish our business goals.

 

If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised.

 

We have limited capital resources and operations. We expect to require substantial additional capital to advance our business. We may not be able to obtain additional financing on terms acceptable to us, or at all. Even if we obtain financing for our near term operations, we expect that we will require additional capital beyond the near term. If we are unable to raise capital when needed, our business, financial condition and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations. If additional financing is obtained it may involve the sale of additional equity securities with the consequence of dilution to our current investors.

 

Our management and internal systems might be inadequate to handle our potential growth.

 

Successful implementation of our business strategy will require us to develop our operations and effectively manage growth. Growth will place a significant strain on our management, financial, marketing and other resources, which would cause us to face operational difficulties. To manage future growth, our management must build operational and financial systems and expand, train, retain and manage our employee base. Our management may not be able to manage our growth effectively, in which case, our expansion would be halted or delayed and we may lose our opportunity to gain significant market share or the timing advantage with which we would otherwise gain significant market share. Any inability to manage growth effectively may harm our ability to implement and execute our current or any subsequent business plans.

 

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Economic conditions and other securities industry risks could adversely affect our business.

 

Our business can be adversely affected by the general environment – economic, corporate, securities market, regulatory, and geopolitical developments all play a role in client asset valuations, trading activity, interest rates and overall investor engagement, and are outside of our control. Our revenues are derived from the securities and financial services industry. Like other businesses in this industry, we are directly affected by economic and political conditions, broad trends in business and finance and changes in volume and price levels of securities transactions. Any sustained downturn in general economic conditions or U.S. or foreign equity markets could result in reduced client trading volume and net revenues. Severe market fluctuations or weak economic conditions could reduce our trading volume and net revenues and have a material adverse effect on our profitability.

 

Our brokerage operations have exposure to liquidity risk.

 

Maintaining adequate liquidity is crucial to our brokerage operations, including key functions such as transaction settlement and margin lending. Our liquidity needs to support interest-earning assets are primarily met by client cash balances or financing created from our securities lending activities. A reduction of funds available from these sources may require us to seek other potentially more expensive forms of financing. Our liquidity could be constrained if we are unable to obtain financing on acceptable terms, or at all, due to a variety of unforeseen market disruptions. Inability to meet our funding needs on a timely basis would have a material adverse effect on our business.

 

We are exposed to credit risk with clients and counterparties.

 

We extend margin credit and leverage to clients, which are collateralized by client cash and securities. We also borrow and lend securities in connection with our broker-dealer business. We expect a significant portion of our net revenues to be derived from interest on margin loans. By permitting clients to purchase securities on margin and exercise leverage on futures positions, we are subject to risks inherent in extending credit, especially during periods of rapidly declining markets in which the value of the collateral held by us could fall below the amount of a client’s indebtedness. Sharp changes in market values of substantial amounts of securities and the failure by parties to the borrowing transactions to honor their commitments could have a material adverse effect on our revenues and profitability.

 

Systems failures, delays and capacity constraints could harm our business.

 

We receive and process trade orders through a variety of electronic channels, including the Internet and mobile trading applications. These methods of trading are heavily dependent on the integrity of the electronic systems supporting them. Our systems and operations are vulnerable to damage or interruption from human error, natural disasters, power loss, computer viruses, spurious spam attacks, intentional acts of vandalism and similar events. It could take several hours or more to restore full functionality following any of these events. Extraordinary trading volumes could cause our computer systems to operate at an unacceptably slow speed or even fail. Extraordinary Internet traffic caused by spam or other attacks could cause our website to be unavailable or slow to respond. There can be no assurance that our systems will be sufficient to handle such extraordinary circumstances. We may not be able to project accurately the rate, timing or cost of any increases in our business or to expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner. Systems failures and delays could occur and could cause, among other things, unanticipated disruptions in service to our clients, slower system response time resulting in transactions not being processed as quickly as our clients’ desire, decreased levels of client service and client satisfaction and harm to our reputation. The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial condition.

 

Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.

 

The secure transmission of confidential information over public networks is a critical element of our operations. We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate with our clients and vendors. As the breadth and complexity of this infrastructure continue to grow, the potential risk of security breaches and cyberattacks increases. In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information. Such breaches could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information.

 

In providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as foreign regulations governing the protection of personally identifiable information. These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyberattack by computer programmers and hackers who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, financial responsibility and damage to our reputation and could have a material adverse effect on our results of operations. In addition, any liability insurance might not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related breaches.

 

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Aggressive competition could reduce our market share and harm our financial performance.

 

We intend to continually monitor our pricing in relation to competitors and expect to periodically adjust trade commission rates, fees and other fee structures to enhance our competitive position. The market for electronic brokerage services is continually evolving and is intensely competitive. The retail brokerage industry has experienced significant consolidation, which may continue in the future, and which may increase competitive pressures in the industry. Consolidation could enable other firms to offer a broader range of products and services than we do, or offer them at lower prices. There has been aggressive price competition in the industry, including various free trade offers. We expect this competitive environment to continue in the future. Some of our competitors have greater financial, technical, marketing and other resources, offer a wider range of services and financial products, and have greater name recognition and a more extensive client base than we do. We believe the general financial success of companies within the retail securities industry will continue to attract new competitors to the industry, such as banks, insurance companies, providers of online financial information and others. These companies may provide a more comprehensive suite of services than we do. Increased competition, including pricing pressure, could have a material adverse effect on our results of operations and financial condition.

 

We will need to introduce new products and services and enhance existing products and services to remain competitive.

 

Our future success depends in part on our ability to develop and enhance our products and services. In addition, the adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to enhance or adapt our services or infrastructure. There are significant technical and financial costs and risks in the development of new or enhanced products and services, including the risk that we might be unable to effectively use new technologies, adapt our services to emerging industry standards or develop, introduce and market enhanced or new products and services. An inability to develop new products and services, or enhance existing offerings, could have a material adverse effect on our profitability.

 

We rely on external service providers to perform certain key functions.

 

We rely on a number of external service providers for certain key technology, processing, service and support functions. These include the services of other broker-dealers, market makers, exchanges and clearinghouses to execute and settle client orders. We contract with external providers for futures and foreign exchange clearing and related back-office services. External content providers provide us with financial information, market news, charts, option and stock quotes, research reports and other fundamental data that we offer to clients. These service providers face technological and operational risks of their own. Any significant failures by them, including improper use or disclosure of our confidential client, employee or company information, could interrupt our business, cause us to incur losses and harm our reputation.

 

There can be no assurance that any external service providers will be able to continue to provide these services in an efficient, cost-effective manner or that they will be able to adequately expand their services to meet our needs. An interruption in or the cessation of service by any external service provider as a result of systems failures, capacity constraints, financial constraints or problems, unanticipated trading market closures or for any other reason, and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations and financial condition.

 

If we are unable to establish sufficient sales and marketing capabilities, we may not be able to generate sales and product revenue.

 

We currently have very limited operations for the sales, marketing and distribution of any products and services we develop. The establishment of such organization will be critical to our success. We expect to face competition in our efforts to establish strategic relationships from other companies vying for the same type of relationships. If we are unable to establish an efficient marketing platform, we may not be able to penetrate the market on a scale required to become viable or profitable.

 

If we lose our key management personnel, we may not be able to successfully manage our business or achieve our objectives, and such loss could adversely affect our business, future operations and financial condition.

 

Our future success depends in large part upon the leadership and performance of our executive management team and key consultants. If we lose the services of one or more of our executive officers or key consultants, or if one or more of them decides to join a competitor or otherwise compete directly or indirectly with us, we may not be able to successfully manage our business or achieve our business objectives. We do not have “Key-Man” life insurance policies on our key executives. If we lose the services of any of our key consultants, we may not be able to replace them with similarly qualified personnel, which could harm our business. The loss of our key executives or our inability to attract and retain additional highly skilled employees may adversely affect our business, future operations, and financial condition.

 

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Risks Related to International Markets and Regulatory Environment

 

Extensive regulation of our business limits our activities and may subject us to significant penalties.

 

As a participant in the securities and financial services industries, we are subject to extensive regulation under foreign laws by governmental agencies, supervisory authorities, and self-regulatory organizations (“SROs”). Such regulation becomes more extensive and complex in response to market disruptions. The requirements imposed by our regulators are designed to ensure the integrity of the financial markets, the safety and soundness of financial institutions, and the protection of clients. These regulations often serve to limit our activities by way of capital, customer protection and market conduct requirements, and restrictions on the business activities that we may conduct. Despite our efforts to comply with applicable regulations, there are a number of risks, particularly in areas where applicable regulations may be unclear or where regulators revise their previous guidance. Any enforcement actions or other proceedings brought by regulators against us or our affiliates, officers or employees could result in fines, penalties, cease and desist orders, suspension or expulsion, or other disciplinary sanctions, including limitations on our business activities, any of which could harm our reputation and adversely affect our results of operations and financial condition. We could fail to establish and enforce procedures to comply with applicable regulations, which could have a material adverse effect on our business.

 

Our websites are accessible world-wide over the Internet, and we expect to have account holders located outside the United States. These accounts are spread across many jurisdictions. Adverse action by foreign regulators with respect to regulatory compliance by us in foreign jurisdictions could adversely affect our revenues from clients in such countries or regions.

 

In addition, we use the Internet as a major distribution channel to provide services to our clients. A number of regulatory agencies have adopted regulations regarding client privacy, system security and safeguarding practices and the use of client information by service providers. Additional laws and regulations relating to the Internet and safeguarding practices could be adopted in the future, including laws related to identity theft and regulations regarding the pricing, taxation, content and quality of products and services delivered over the Internet. Complying with these laws and regulations may be expensive and time-consuming and could limit our ability to use the Internet as a distribution channel, which would have a material adverse effect on our business and profitability.

 

Legislation or changes in rules and regulations could negatively impact our business and financial results.

 

New legislation, rule changes, or changes in the interpretation or enforcement of existing foreign and SRO rules and regulations, may directly affect our operation and profitability or our specific business lines. Our profitability could also be affected by rules and regulations which impact the business and financial communities generally, including changes to the laws governing taxation, electronic commerce, client privacy and security of client data. In addition, the rules and regulations could result in limitations on the lines of business we conduct, modifications to our business practices, increased capital requirements, or additional costs.

 

Our profitability could also be affected by rules and regulations that impact the business and financial communities generally, including changes to domestic and foreign laws governing banking, fiduciary duties, conflicts of interest, taxation, electronic commerce, client privacy and security of client data.

 

We are subject to litigation and regulatory investigations and proceedings and may not always be successful in defending against such claims and proceedings.

 

The financial services industry faces substantial litigation and regulatory risks. We are subject to arbitration claims and lawsuits in the ordinary course of our business, as well as class actions and other significant litigation. We also are the subject of inquiries, investigations and proceedings by regulatory and other governmental agencies. Actions brought against us may result in settlements, awards, injunctions, fines, penalties and other results adverse to us. Predicting the outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants or by a large number of claimants, when claimants seek substantial or unspecified damages or when investigations or legal proceedings are at an early stage. A substantial judgment, settlement, fine or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects. In market downturns, the volume of legal claims and amount of damages sought in litigation and regulatory proceedings against financial services companies have historically increased. We may also be subject to litigation claims from third parties alleging infringement of their intellectual property rights. Such litigation can require the expenditure of significant resources, regardless of whether the claims have merit. If we were found to have infringed a third-party patent or other intellectual property right, then we could incur substantial liability and in some circumstances could be enjoined from using the relevant technology or providing related products and services, which could have a material adverse effect on our business and results of operations.

 

Movements in foreign currency exchange rates could negatively affect our operating results.

 

The functional currency for most of our operations is the U.S. dollar. All of our revenues and a significant portion of our costs are denominated in U.S. dollars; however, some costs and certain asset and liability accounts are denominated in local currencies, including the Indonesian rupiah and Australian Dollar. Generally, our results are positively affected when the U.S. dollar strengthens in relation to those foreign currencies and adversely affected when the U.S. dollar weakens in relation to those foreign currencies.

 

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Risks Related to our Common Stock and our Status as a Public Company

 

The relative lack of public company experience of our management team may put us at a competitive disadvantage.

 

Our management team lacks public company experience and is generally unfamiliar with the requirements of the United States securities laws and U.S. Generally Accepted Accounting Principles, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management team has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements.

 

Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.

 

We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.

 

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with the Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that our internal controls and procedures are currently not effective based on certain material weaknesses including those described below:

 

  1. We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
   
  2.

We did not maintain appropriate cash controls – As of July 31, 2016, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.

 

  3.

We did not implement appropriate information technology controls – As at July 31, 2016, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

 

  4. The Company did not effectively implement comprehensive entity level internal controls.

 

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. There can be no assurance that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

 

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

 

Our articles of incorporation eliminate the personal liability of our directors and officers to us and our stockholders for damages for breach of fiduciary duty as a director or officer, except for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes. Additionally, our Bylaws require us to indemnify our directors and officers to the fullest extent not prohibited by Nevada law. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

 

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Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

 

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than US $5.00 per share or an exercise price of less than US $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to the penny stock rules. Consequently, the penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

 

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

 

We do not anticipate paying cash dividends on our common stock in the foreseeable future, and we may not have sufficient funds legally available to pay dividends. Even if funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently intend to retain all earnings for our operations.

 

A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets.

 

Our common stock is currently traded under the symbol “IGEX” based on quotations on the OTC markets. The number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our stock until such time as we become more viable. Additionally, many brokerage firms may not be willing to effect transactions in our securities. As a consequence, there may be periods of several days or more when trading activity in our stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. There can be no assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

 

If we issue additional shares in the future, it will result in the dilution of our existing stockholders.

 

Our authorized capital stock consists of 6,500,000,000 shares of common stock, with a par value of $0.00001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.00001 per share. As of May 14, 2022, there were 4,391,941,731 shares of our common stock issued and outstanding. We have not issued any shares of preferred stock.

 

As a result, our board of directors has the ability to issue a large number of additional shares of common stock and preferred stock without stockholder approval, which, if issued, could cause substantial dilution to our existing stockholders. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating requirements. The issuance of any such shares may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders.

 

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We may not qualify to meet listing standards to list our stock on an exchange.

 

The SEC approved listing standards for companies using reverse acquisitions to list on an exchange may limit our ability to become listed on an exchange. We would be considered a reverse acquisition company (i.e., an operating company that becomes an Exchange Act reporting company by combining with a shell Exchange Act reporting company) that cannot apply to list on NYSE, NYSE Amex or Nasdaq until our stock has traded for at least one year on the U.S. OTC market, a regulated foreign exchange or another U.S. national securities market following the filing with the SEC or other regulatory authority of all required information about the transaction, including unaudited financial statements. We would be required to maintain a minimum $4 share price ($2 or $3 for Amex) for at least 30 of the 60 trading days before our application and the exchange’s decision to list our stock. We would be required to have timely filed all required reports with the SEC (or other regulatory authority), including at least one annual report with unaudited financials for a full fiscal year commencing after filing of the above information. Although there is an exception for a firm underwritten IPO with proceeds of at least $40 million, we do not anticipate being in a position to conduct an IPO in the foreseeable future. To the extent that we cannot qualify for a listing on an exchange, our ability to raise capital will be diminished.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES.

 

Our executive offices are located at Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia KAV146. We currently do not own any physical property or own any real property.

 

ITEM 3. LEGAL PROCEEDINGS.

 

We are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated. On the 26 th November 2015, IGEX appointed Goldhurst and Schnider of Melbourne, Australia to formally notify Kina that they are in breach of the contract. The breach was in relation to Kina making unfounded statements to the market about IGEX and not formally giving notice as required by the agreement. IGEX is now seeking compensation from Kina for AUD$2,400,000.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

General

 

Our authorized capital stock consists of 6,500,000,000 shares of common stock, with a par value of $0.00001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.00001 per share. As of May 14, 2022, there were 4,391,941,731 shares of our common stock issued and outstanding. We have not issued any shares of preferred stock.

 

Market Information

 

Our shares of common stock commenced trading on the OTC Bulletin Board under the symbol “CLRV”. Our shares became eligible for quotation on the OTC Bulletin Board in May 2009, and have since been quoted on the OTC markets. On September 4, 2013 our name and symbol were changed to Indo Global Exchange(s) PTE, Ltd. and IGEX, respectively. The high and low bid information for our common stock for the fiscal years ended July 31, 2016, 2016 are:

 

Fiscal Year 2016        
First Quarter     0.82       0.40  
Second Quarter     0.54       0.05  
Third Quarter     0.01       0.00  
Fourth Quarter     0.04       0.01  
Fiscal Year 2015                
First Quarter     N/A       N/A  
Second Quarter     N/A       N/A  
Third Quarter     N/A       N/A  
Fourth Quarter     0.64       0.60  

 

Quotations provided by the OTC reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions

 

  14  

 

 

Dividends

 

We have not declared any dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or Bylaws. Our governing statute, Chapter 78 – “Private Corporations” of the Nevada Revised Statutes (the “NRS”), does provide limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:

 

(a) we would not be able to pay our debts as they become due in the usual course of business; or
   
(b) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).

 

ITEM 6. SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

 

Business Overview

 

We were organized under the laws of the State of Nevada on May 7, 2008 under the name “Claridge Ventures, Inc.” with an initial focus on the acquisition and exploration of mineral properties in the State of Nevada. On August 6, 2013, we affected a 1 for 4 reverse split of its common stock and changed our name to “Indo Global Exchange(s) PTE. Ltd”. We have two wholly-owned subsidiaries: International Global Exchange (Aust) Pty Ltd and PT GriyaMatahari Bali. International Global Exchange (Aust) Pty Ltd is based in Australia and was set up for the purpose of entering into the introducing broker agreement with Halifax. PT GriyaMatahari Bali is based in Indonesia and was set up to allow us to operate in Indonesia under Indonesia law.

 

On September 23, 2013 (the “Closing Date”), Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (formerly Claridge Ventures, Inc.) (the “Registrant” or “Company”), closed an asset purchase transaction (the “Transaction”) with Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (“Indo Global”) and the shareholders of Indo Global (“Selling Shareholders”) pursuant to an Amended and Restated Asset Purchase Agreement dated as of the Closing Date (the “Purchase Agreement”) by and among the Company, Indo Global, and the Selling Shareholders.

 

In accordance with the terms of the Purchase Agreement, on the Closing Date, the Company issued 43,496,250 shares of its common stock (the “Shares”) directly to the Selling Shareholders in exchange for certain assets of Indo Global (the “Assets”) including, rights to enter into certain agreements and certain intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of Indo Global as part of the Assets, and the Company did not hire any employees of Indo Global. Indo Global will continue as an independent company, operating in Singapore after the Transaction.

 

  15  

 

 

On May 29, 2014, Indo Global Exchange(s) Pte. Ltd. (the “Company”) entered in to an engagement agreement (the “Agreement”) with International Global Exchange (AUST) (“IGE”), PT GriyaMatahari Bali, and Kina Securities Limited (“Kina”) with an effective date of November 25, 2013. Pursuant to the terms of the Agreement, Kina appointed the Company, IGE and PT GriyaMatahari Bali (collectively, “IGEX”) to provide certain services to Kina, including use of IGEX’s comprehensive online trading platform for Kina referred clients, which platform includes access to 21 global equity exchanges, account statements in real time, live streaming news and other features and capabilities. The term of the Agreement is ten (10) years and may be terminated for cause or without cause upon120 days’ notice to the other party. Kina may terminate the Agreement for cause upon the occurrence of certain events, including the following: IGEX (i) has a liquidator or receiver appointed, (ii) becomes an externally administered body, (iii) passes a resolution for winding up, (iv) is guilty of any fraudulent act or willful misconduct which is related to the Agreement, or (v) breaches the terms of the Agreement.

 

On the 26th November 2015, IGEX appointed Goldhurst and Schnider of Melbourne, Australia to formally notify Kina that they are in breach of the contract. The breach was in relation to Kina making unfounded statements to the market about IGEX and not formally giving notice as required by the agreement. IGEX is now seeking compensation from Kina for AUD$2,400,000.

 

The Company generated revenue of $3,485 and $19,448 for the years ended July 31, 2016 and 2015, respectively. The revenue is a result of service fee and commission. These revenues were derived from client trading accounts in the form of commissions and profit share, paid by FxPro the execution and clearing business.

 

Limited Operating History; Need for Additional Capital

 

There is limited historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations.

 

Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

To become profitable and competitive, we have to establish agreements with established service providers and or businesses to enable us to offer these venues to our clientele.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.

 

We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue and equity and/or debt financing. We estimate that our expenditures over the next 12 months will be approximately $263,700 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital.

 

Operating Expenses    
Sales and Marketing    
Advertising (Incl press releases)   $ 32,500  
Direct marketing (LinkedIn / Facebook / TandemFX Info sessions)     20,000  
Web design     5,000  
Total Sales and Marketing Expenses [M]     57,500  
         
Research and Development        
Technology licenses     2,500  
Total Research and Development Expenses [N]     2,500  
         
General and Administrative        
Wages and salaries     0  
- CEO     100,000  
- Operations / Finance Director     50,000  
Bank Fees     1,000  
Accounting / Auditing costs     24,000  
Legal Costs     12,000  
Supplies (Office supplies)     2,750  
Meals and entertainment     1,300  
Telephone (Inc Sales reps)     1,650  
Travel (flights / accommodation / car hire)     11,000  
Total General and Administrative Expenses [O]     203,700  
         
Total Operating Expenses   $ 263,700  

 

  16  

 

 

RESULTS OF OPERATIONS

 

Working Capital        
    At July 31, 2016   At July31, 2015
Current Assets   $ 0     $ 0  
Current Liabilities     (486,515 )     (490,788 )
Working Capital (Deficit)   $ (486,515 )   $ (490,788 )

 

 

Cash Flows   Year Ended   Year Ended
    July 31, 2016   July 31, 2015
Cash Flows Used in provided by Operating Activities   $ (137,789 )   $ (56,398 )
Cash Flows Provided by Financing Activities     137,747       49,277  
Foreign currency translation     42       3,561  
Net Increase (Decrease) in Cash During Period   $ -     $ -  

 

Operating Revenues

 

As at July 31, 2015 and 2015 we have generated $3,485 and $19,448 respectively in revenues.

 

Operating Expenses and Net Loss

 

As of July 31, 2015 and 2014, Operating expenses include the following:

 

    July 31, 2016   July 31, 2015
Consulting fee   $ 53,990     $ 59,844  
Stock Compensation     2,100,000       900,000  
Legal fee             14,528  
Salary             203,457  
Other Expenses             119,674  
Total   $ 2,153,990     $ 1,237,659  

 

Operating expenses for the period ended July 31, 2016 was $2,153,990 compared with $1,237,659 for the year ended July 31, 2015. The increase in expenditures was a result of the stock compensation salary, office expenses, and increased operating costs compared to the same period last year.

 

Net loss for the period ended July 31, 2016 was $2,153,990 compared with $4,594,575 for prior year. The overall increase in net loss of $7,591,643 was attributed to the loss on settlement of debt and interest.

 

  17  

 

 

Liquidity and Capital Resources

 

As at July 31, 2016, the Company’s cash balance was $Nil. As at July 31, 2016, the Company had total liabilities of $486,515 and a working capital deficit of $(486,515).

 

Since our inception, we have used our common stock and promissory notes to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

 

There can be no assurance that we will be successful in procuring the financing we are seeking. Future cash flows are subject to a number of variables, including the level of production, economic conditions and maintaining cost controls. There can be no assurance that operations and other capital resources will provide cash in sufficient amounts to maintain planned or future levels of capital expenditures. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand business operations and could harm our overall business prospects. In addition, we cannot be assured of profitability in the future.

 

If we are not able to raise sufficient funds to fully implement our start up business plan for the next year as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.

 

Our total expenditures over the next twelve months is anticipated to be approximately $263,700. Our cash on hand as of July 31, 2016 and July 31, 2015 are $0. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing.

 

Cash flow from Operating Activities

 

During the period ended July 31, 2016, the Company used $nil of cash for operating activities compared with $(56,398) for the prior year. The increase of cash used for operating activities are mainly due to increased net loss, more increase in settlement of debt, and more increase in stock compensation. The increased loss and payables are due to commencement of new business and more expenses occurred.

 

Cash flow from Investing Activities

 

During the year period ended July 31, 2016 and 2015, the Company paid $0 and $0 in investing activities.

 

Cash flow from Financing Activities

 

During the period ended July 31, 2016, the Company has net cash received of Nil from financing activities compared with $49,277 in financing activities for the same period in 2015. The increased cash from financing activities are because of unrelated party loans.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report for the period ended July 31, 2015 that they have substantial doubt that we will be able to continue as a going concern without further financing.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund any future business opportunities.

 

Critical Accounting Policies

 

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the unaudited financial statements included in this Annual Report.

 

  18  

 

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its business.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

 

Contractual Obligations

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

None.

 

ITEM 8. FINANCIAL STATEMENTS.

 

Index to Financial Statements:

 

1. Reports of Independent Registered Public Accounting Firm;* F-1 and F-2
2. Consolidated Balance Sheets as of July 31, 2016 and 2015; F-3
3. Consolidated Statements of Operations for the years ended July 31, 2016 and 2015 F-4
4. Consolidated Statements of Cash Flows for the years ended July 31, 2016 and 2015 F-5
5. Consolidated Statement of Changes in Stockholders’ Equity (Deficiency) for the years ended July 31, 2016 and 2015 F-6
6. Notes to Consolidated Financial Statements F-7 to F-13

 

  19  

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Indo Global Exchange(s) Pte, Ltd and Subsidiaries:

 

We have unaudited the accompanying consolidated balance sheets of Indo Global Exchange(s)Pte, Ltd. and Subsidiaries (the “Company”) as of July 31, 2015, and the related consolidated statement of operations, stockholders’ equity and cash flows for the year then ended. Indo Global Exchange(s) Pte, Ltd. management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Indo Global Exchange(s) Pte, Ltd and subsidiaries, Inc., as of July 31, 2015, and the related statements of operations, stockholders’ equity and cash flows for the year then ended. in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result for the outcome of this uncertainty

 

/S BF Borgers CPA PC

Lakewood, CO

June 24, 2016

 

F- 1
 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Indo Global Exchange(s) Pte, Ltd and Subsidiaries:

 

We have unaudited the accompanying consolidated balance sheets of Indo Global Exchange(s)Pte, Ltd. and Subsidiaries (the “Company”) as of July 31, 2014, and the related consolidated statement of operations, stockholders’ equity and cash flows for the year then ended. Indo Global Exchange(s) Pte, Ltd. management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Indo Global Exchange(s) Pte, Ltd and subsidiaries, Inc., as of July 31, 2014, and the related statements of operations, stockholders’ equity and cash flows for the year then ended. in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result for the outcome of this uncertainty

 

/s/ TAAD, LLP

Walnut, California

 

February 12, 2015

 

F- 2
 

 

INDO GLOBAL EXCHANGE(S) PTE, LTD.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

      July 31,       July 31,  
    July 31,     July 31,  
    2016     2015  
             
ASSETS                
                 
Current Assets                
Due from related parties   $ 0     $ 0  
Prepaid expenses     0       0  
Total Assets   $ 0     $ 0  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current Liabilities                
Accounts payable and accrued expenses   $ 23,208     $ 110,166  
Due to a related party     327,559       269,639  
Loan from a related party     15,000       15,000  
Loan payable to unrelated parties     120,748       95,983  
                 
Total Liabilities     486,515       490,788  
                 
Stockholders’ (Deficit)                
                 
Preferred stock, $.00001 par value 10,000,000 shares authorized no shares issued and outstanding     0       0  
Common stock, $.00001 par value 6,500,000,000 shares authorized 1,077,992,231 and 917,588,928 Issued and outstanding as of July 31, 2015 and July 31, 2014, respectively     1,077,993       917,589  
Additional paid-in capital     6,024,427       3,728,495  
Accumulated other comprehensive income     2,708       2,750
Accumulated deficit     (7,591,643 )     (5,139,622 )
                 
Total Stockholders’ Deficit     (486,515 )     (490,788 )
                 
Total Liabilities and Stockholders’ Deficit   $ 0     $ 0  

 

The accompanying notes are an integral part of the financial statements.

 

F- 3
 

 

INDO GLOBAL EXCHANGE (S) PTE, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

      1       2  
    For The Years Ended  
    July 31, 2016     July 31, 2015  
             
REVENUES     3,485       19,448  
                 
OPERATING EXPENSES                
                 
Selling Expenses     0       885  
General and administrative expenses     2,153,990       1,236,774  
                 
Total operating expenses     2,153,990       1,237,659  
                 
Other (Income) Loss                
Loss on debt settlement     301,190       1,779,111  
Interest expenses     326       1,597,253  
Other (Income) Loss     301,516       3,376,364  
                 
Net loss before provision for income taxes     (2,452,021 )     (4,594,575 )
                 
Provision for income taxes     0       0  
                 
Net loss     (2,452,021 )     (4,594,575 )
                 
Other Comprehensive Income                
Foreign currency translation gain / (loss)     (42 )     3,561  
Total Comprehensive Income     (2,452,063 )     (4,591,014 )
                 
Weighted average common shares outstanding -                
Basic and diluted     681,933,913       307,458,243  
                 
Net loss per share – basic and diluted     (0.01 )     (0.01 )

 

The accompanying notes are an integral part of the financial statements.

 

F- 4
 

 

INDO GLOBAL EXCHANGE (S) PTE, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

      July 31, 2016       July 31, 2015  
    For The Years Ended  
    July 31, 2016     July 31, 2015  
Operating Activities                
Net loss     (2,452,021 )     (4,594,575 )
Interest expenses     0       1,597,253  
Loss on settlement of debt     301,190       1,779,111  
Stock compensation     2,100,000       900,000  
Changes in operating assets and liabilities:                
Prepaid expenses     0       5,000
Accounts payable and accrued expenses     (86,958 )     256,813  
Net Cash Used in Operating Activities     (137,831 )     (56,398 )
                 
Financing Activities:                
Stock issuance for cash     0       10,000  
Proceeds from (payments to) due from related parties     0       9,633  
Proceeds from due to a related party     57,920       15,100  
(Payments to) unrelated party loans     0       (41,600 )
Proceeds from unrelated party loans     79,911       56,144  
Net Cash Provided By Financing Activities     137,831       49,277  
                 
Effect of exchange rate on cash and cash equivalents     (42 )     7,121  
                 
Increase (Decrease) in Cash     0       0  
                 
Cash, Beginning of Period     0       0  
                 
Cash, End of Period     0       0  
                 
Non-cash activities:                
                 
Cancellation of Shares     0       0  
Issuance of Shares for anti-dilution     356,336       37,085  

 

The accompanying notes are an integral part of the financial statements.

 

F- 5
 

 

INDO GLOBAL EXCHANGE (S) PTE, LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

    Shares     Value     Capital     Stage     Income     Equity  
    Common Stock     Additional     Deficit Accumulated     Accumulated Other     Total  
    Number of     Par     Paid-in     in Exploration     Comprehensive     Shareholders’  
    Shares     Value     Capital     Stage     Income     Equity  
BALANCE, JULY 31, 2014     74,888,928       74,889       110,395       (545,047 )     (811 )     (360,574 )
Common stock issuance for Compensation     75,000,000       75,000       825,000       0       0       900,000  
Common Stock Issuance For Debt Settlement     674,100,000       674,100       1,279,500       0       0       1,953,600  
Common stock issuance for Cash     2,000,000       2,000       8,000       0       0       10,000  
Common Stock Issuance For Interest Expenses     91,600,000       91,600       1,505,600       0       0       1,597,200  
Net loss     0       0       0       (4,594,575 )     3,561       (4,591,014 )
BALANCE, JULY 31, 2015     917,588,928       917,589       3,728,495       (5,139,622 )     2,750       (490,788 )
Common stock issuance for Compensation     160,403,303       160,404       0       0       0      

160,404

 
Common Stock Issuance For Debt Settlement     0      

0

     

0

      0       0          
Common stock issuance for Cash     0      

0

     

0

      0       0          
Common Stock Issuance For Interest Expenses     0      

0

     

0

      0       0          
Net loss     0       0       2,295,932       (2,452,021 )     (42 )     (156,131 )
BALANCE, JULY 31, 2016     1,077,992,231       917,589       6,024,427       (7,591,643 )     2,708       (486,515 )

 

The accompanying notes are an integral part of the financial statements.

 

F- 6
 

 

INDO GLOBAL EXCHANGE (S) PTE, LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2016

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Indo Global Exchange(s) PTE, Ltd. formerly Claridge Ventures Inc. (the “Company”) was incorporated in the State of Nevada on May 7, 2008. The Company was organized to develop business opportunities.

 

On September 23, 2013 (the “Closing Date”), Indo Global Exchange(s) Pte. Ltd., a Nevada corporation (formerly Claridge Ventures, Inc.) (the “Registrant” or “Company”), closed an asset purchase transaction (the “Transaction”) with Indo Global Exchange PTE LTD., a company organized under the laws of Singapore (“Indo Global”) and the shareholders of Indo Global (“Selling Shareholders”) pursuant to an Amended and Restated Asset Purchase Agreement dated as of the Closing Date (the “Purchase Agreement”) by and among the Company, Indo Global, and the Selling Shareholders.

 

In accordance with the terms of the Purchase Agreement, on the Closing Date, the Company issued 43,496,250 shares of its common stock (the “Shares”) directly to the Selling Shareholders in exchange for certain assets of Indo Global (the “Assets”) including, rights to enter into certain agreements and certain intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of Indo Global as part of the Assets, and the Company did not hire any employees of Indo Global. Indo Global will continue as an independent company, operating in Singapore after the Transaction.

 

On May 29, 2014, Indo Global Exchange(s) Pte. Ltd. (the “Company”) entered in to an engagement agreement (the “Agreement”) with International Global Exchange (AUST) (“IGE”), PT GriyaMatahari Bali, and Kina Securities Limited (“Kina”) with an effective date of November 25, 2013. Pursuant to the terms of the Agreement, Kina appointed the Company, IGE and PT GriyaMatahari Bali (collectively, “IGEX”) to provide certain services to Kina, including use of IGEX’s comprehensive online trading platform for Kina referred clients, which platform includes access to 21 global equity exchanges, account statements in real time, live streaming news and other features and capabilities. The term of the Agreement is ten (10) years and may be terminated for cause or without cause upon120 days’ notice to the other party. Kina may terminate the Agreement for cause upon the occurrence of certain events, including the following: IGEX (i) has a liquidator or receiver appointed, (ii) becomes an externally administered body, (iii) passes a resolution for winding up, (iv) is guilty of any fraudulent act or willful misconduct which is related to the Agreement, or (v) breaches the terms of the Agreement.

 

On the 26 th November 2015, IGEX appointed Goldhurst and Schnider of Melbourne, Australia to formally notify Kina that they are in breach of the contract. The breach was in relation to Kina making unfounded statements to the market about IGEX and not formally giving notice as required by the agreement. IGEX is now seeking compensation from Kina for AUD$2,400,000.

 

The Company generated revenue of $3,485 and $19,448 for the years ended July 31, 2016 and 2015, respectively. The revenue is a result of service fee and commission. These revenues were derived from client trading accounts in the form of commissions and profit share, paid by FxPro the execution and clearing business.

 

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars relevant to fiscal year end July 31, 2016 and July 31,2015.

 

Principles of Consolidation

 

The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of Indo Global Exchange(s) PTE. Ltd. and two wholly-owned subsidiaries, International Global Exchange (Aust) Pty Ltd and PT GriyaMatahari Bali. All intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Start-up Expenses

 

The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses for the years ended July 31, 2016 and 2015.

 

F- 7
 

 

Foreign Currency Translation

 

The Company’s functional and reporting currency is the US dollar as the company is listed in the USA. Operations for the company are spread between USA, Indonesia and Australia.

 

Translation adjustments for the year ended July 31, 2016 and 2015 were $(42) and $3,561, respectively. The cumulative translation adjustment and effect of exchange rate changes on cash as of July 31, 2016 and 2015 were $(42) and $3,561 respectively. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Specifically, translation of AUD to USD.

 

Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.

 

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the Statement of Operations.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of July 31, 2016 and July 31, 2015, there are no cash or cash equivalents.

 

Revenue Recognition

 

We recognize revenue from services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured.

 

Currently, we have limited revenues or customers. We plan to derive revenues from multiple sources. First, we charge a service fee as commission income and the amount varies based on the size and volume of trade by the customers. Second, the Company will share 25% on all profits generated by the customers at the end of each trading cycle.

 

The Company generated revenue of $3,485 and $19,448 for the years ended July 31, 2016 and 2015, respectively. The revenue is a result of service fee and commission. These revenues were derived from client trading accounts in the form of commissions and profit share, paid by FxPro the execution and clearing business.

 

Fair Value of Financial Instruments

 

Fair Value of Financial Instruments - On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

 

  Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

 

The Company’s adoption of fair value measurements and disclosures did not have a material impact on the financial statements and financial statement disclosures.

 

Income Taxes

 

The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

F- 8
 

 

Basic and Diluted Loss Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the years ended July 31, 2015 and 2014, there were no potentially dilutive securities.

 

Recent Accounting Pronouncements

 

Adopted

 

In June 2014, the FASB issued ASU 2014 10, Development Stage Entities (Topic915): Elimination of Certain Financial Reporting Requirements. ASU 201410 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception to-date information on the statements of operations, cash flows and stockholders’ equity. IGEX have decided to leave additional inception to date information on the Shareholders Equity for historical purposes. The amendments in ASU2014-10 will be effective prospectively for annual reporting periods beginning after December15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU2014-10 since the quarter ended October 31, 2013, thereby no longer presenting or disclosing any information required by Topic 915.

 

Not Adopted

 

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-04 did not have a material impact on our financial statements.

 

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have a material impact on our financial statements.

 

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

 

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued ( or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued ( or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.

 

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

F- 9
 

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):

 

  a. Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
  c.

Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

 

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:

 

  a. Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern
  b. Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
  c.

Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

 

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.

 

NOTE 3 –PREPAID EXPENSES AND ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

The Company prepaid costs associated with marketing and advertising activities. The pre-paid expenses for the years ended July 31, 2016 and 2015 are $0 and $0 respectively.

 

Accounts payable and accrued expenses amounted to $23,208 and $110,166 as of July 31, 2016 and July 31, 2015, respectively. The balance is made up from subscriptions, legal costs and consulting.

 

NOTE 4 – STOCKHOLDERS’ EQUITY

 

On January 28, 2015, the Company issued 91,600,000 shares of common stock at $0.001 using the closing prices on the stock issuance date to shareholders for interest expense on notes previously issued that have not received principal or interest payments to settle interest owed of $1,597,253 Compared with $0 issuance in the previous year. The par value of this issuance was $91,600 and the additional paid up capital was $1,505,600.

 

On January 28, 2015, the Company issued 2,000,000 shares of common stock at a fair value of $0.012 for $10,000 cash for service to an unrelated party, using the closing prices on the stock issuance date.

 

On January 28, 2015, the Company issued 75,000,000 shares of common stock to consultants for services. The fair value of the shares is $0.012 per share for a total of $900,000, using the closing prices on the stock issuance date. These shares were issued as stock based compensation for consulting services. The following table shows all transactions related to the 75,000,000 stock based allocation.

 

Date   Description    Change in Shares      Stock Price on Issuance Date      Consulting Expense  
28/01/2015   Dora Sarros -Company set up Cost + Admin+ Con in lieu of salary or consulting fees     10,500,000     $ 0.012     $ 126,000  
28/01/2015   Bill Leslie -Company set up Cost + Admin+ Con in lieu of salary or consulting fees     15,000,000     $ 0.012     $ 180,000  
28/01/2015   Nigel O’Shea -Company set up Cost + Admin+ Con in lieu of salary or consulting fees     5,000,000     $ 0.012     $ 60,000  
28/01/2015   James Eugene Manczak -Marketing and PR Admin+ Con     3,000,000     $ 0.012     $ 36,000  
28/01/2015   Gosuinus Lens - ( January 1-July 1, 2015 ) Including 1000 G&A and 5000 prepaid     6,000,000     $ 0.012     $ 72,000  
28/01/2015   Silas Curry - in lieu of salary or consulting fees     3,500,000     $ 0.012     $ 42,000  
29/01/2015   StockVest - (January 28-April 28, 2015 ) ir, advertising, promotional and marketing services     2,000,000     $ 0.012     $ 24,000  
28/01/2015   Square One consulting - in lieu of salary or consulting fees     5,000,000     $ 0.012     $ 60,000  
28/01/2015   Stephen Fynmore -Company set up Cost + Admin+ Con in lieu of salary or consulting fees     20,000,000     $ 0.012     $ 240,000  
28/01/2015   Richard Jackson - in lieu of salary or consulting fees     5,000,000     $ 0.012     $ 60,000  
Total   Total     75,000,000             $ 900,000  

 

F- 10
 

 

On January 29, 2015, the Company issued 60,000,000 shares of common stock. The issuance is related to debt settlement of $6,000 with two unrelated parties. The fair value of the shares issued was $720,000 valued at $0.012 per share, using the closing price on the stock issuance date. The Company booked $714,000 as a loss on debt extinguishment.

 

On March 20, 2015, the Company issued 19,000,000 shares of common stock. The issuance is related to debt settlement of $10,000 of loans payable with an unrelated party debt holder. The fair value of the shares issued was $68,400 valued at $0.0036 per share, using the closing prices on the stock issuance date. The Company booked $58,400 as a loss on debt extinguishment.

 

On April 9, 2015, the Company issued 80,000,000 shares of common stock. The issuance is related to debt settlement of $800 of loans payable with two unrelated party debt holders. The fair value of the shares issued was $232,000 valued at $0.0029 per share, using the closing prices on the stock issuance date. The Company booked $231,200 as a loss on debt extinguishment.

 

On May 8, 2015, the Company issued 90,000,000 shares of common stock. The issuance is related to debt settlement of $900 of loans payable with two unrelated party debt holders. The fair value of the shares issued was $90,000 valued at $0.001 per share, using the closing prices on the stock issuance date. The Company booked $89100 as a loss on debt extinguishment.

 

On June 16, 2015, the Company issued 140,000,000 shares of common stock. The issuance is related to debt settlement of $900 of loans payable with two unrelated party debt holders. The fair value of the shares issued was $140,000 valued at $0.001 per share, using the closing prices on the stock issuance date. The Company booked $139,100 as a loss on debt extinguishment.

 

On July 22, 2015, the Company issued 20,000,000 shares of common stock. The issuance is related to debt settlement of $4,000 of loans payable with an unrelated party debt holder. The fair value of the shares issued was $18,000 valued at $0.0009 per share, using the closing prices on the effective date of the agreement. The Company booked $14,000 as a loss on debt extinguishment.

 

On July 22, 2015, the Company issued 180,000,000 shares of common stock. The issuance is related to debt settlement of $9,000 of loans payable with two unrelated party debt holders. The fair value of the shares issued was $162,000 valued at $0.0009 per share, using the closing prices on the effective date of the agreement. The Company booked $153,000 as a loss on debt extinguishment.

 

On August 7, 2015, the Company cancelled 50,000,000 shares of common stock. The canceled shares were returned to treasury.

 

On August 7, 2015, the Company issued 47,151,000 shares of common stock in exchange for the cancellation of $5,847 loan payable. The fair value of the shares issued was $117,878 valued at $0.0025 per share, using the closing prices on the stock issuance date. The Company booked $112,031 as a loss on debt extinguishment.

 

On September 30, 2015, the Company cancelled 35,158,108(in two lots $20,158,108 and 15,000,000 respectively) shares of common stock. The canceled shares were returned to treasury.

 

On September 30, 2015, the Company issued 49,300,000 shares of common stock in exchange for the cancellation of $9,950 loan payable. The fair value of the shares issued was $118,320 valued at $0.0024 per share, using the closing prices on the stock issuance date. The Company booked $108,370 as a loss on debt extinguishment.

 

On October 6, 2015, the Company issued 1,500,000,000 shares of common stock to employees for services. The company issued John O’Shea 1,500,000,000 in lieu of salaries valued at $0.0014 per share, using the closing prices on the stock issuance date.(future shares issued from this pool). The Company booked stock compensation expenses of $2,100,000 based on the closing price of the stock issuance date.

 

On October 6, 2015, the Company issued 25,000,000 shares of common stock in exchange for the cancellation of $10,000 loan payable. The fair value of the shares issued was $34,000 valued at $0.00136 per share, using the closing prices on the stock issuance date. The Company booked $24,000 as a loss on debt extinguishment.

 

On October 7, 2015, the Company issued 15,700,000 shares of common stock in exchange for the cancellation of $7,065 loan payable. The fair value of the shares issued was $18,840 valued at $0.0012 per share, using the closing prices on the stock issuance date. The Company booked $11,775 as a loss on debt extinguishment.

 

F- 11
 

 

On October 8, 2015, the Company cancelled 100,000,000 shares of common stock issued as compensation to John O’Shea as stock compensation. The canceled shares were cancelled to employees.

 

On October 19, 2015, the Company issued 18,411,111 shares of common stock in exchange for the cancellation of $8,285 loan payable. The fair value of the shares issued was $31,299 valued at $0.0017 per share, using the closing prices on the stock issuance date. The Company booked $23,014 as a loss on debt extinguishment.

 

On November 5, 2015, the Company issued 90,000,000 shares of common stock in exchange for the cancellation of $9,000 loan payable. The fair value of the shares issued was $36,000 valued at $0.0004 per share, using the closing prices on the stock issuance date. The Company booked $27,000 as a loss on debt extinguishment.

 

Stock Issuance for compensation

 

On October 6, 2015, the Company issued 1,500,000,000 shares of common stock to employees for services. The company issued John O’Shea 1,500,000,000 in lieu salaries valued at $0.0014 per share, using the closing prices on the stock issuance date (future shares issued from this pool). The company booked stock compensation expenses of $2,100,000 based on the closing price of the stock issuance date.

 

On February 11, 2016, the Company cancelled 480,000,000 shares of common stock issued as compensation to John O’Shea as stock compensation. The canceled shares were cancelled to employees.

 

Stock Cancellation

 

On August 7, 2015, the Company cancelled 50,000,000 shares of common stock issued as compensation to John O’Shea. The Company booked the cancelation by decreasing common stock and increasing additional paid in capital.

 

On September 15, 2015, the Company cancelled 20,158,108 shares of common stock issued an unrelated party. The Company booked the cancelation by decreasing common stock and increasing additional paid in capital.

 

On September 15, 2015, the Company cancelled 15,000,000 shares of common stock issued an unrelated party. The Company booked the cancelation by decreasing common stock and increasing additional paid in capital.

 

On October 8, 2015, the Company cancelled 100,000,000 shares of common stock issued as compensation to John O’Shea as stock compensation. The canceled shares were cancelled to employees.

 

On November 5, 2015, the Company cancelled 100,000,000 shares of common stock issued as compensation to John O’Shea as stock compensation. The canceled shares were cancelled to employees.

 

On December 18, 2015, the Company cancelled 820,000,000 shares of common stock issued as compensation to John O’Shea as stock compensation. The canceled shares were cancelled to employees.

 

NOTE 5 – GOING CONCERN

 

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of July 31, 2016 the Company had incurred accumulated losses since inception of $7,591,643. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to establish profitable operations.

 

Management’s plans for the continuation of the Company as a going concern include financing the Company’s operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

 

NOTE 6 –LOAN FROM A RELATED PARTY

 

Loans from a related party amounted to $15,000 and $15,000 as of July 31, 2016 and July 31, 2015, respectively. Loan to a related party represents loan to the Company by John O’Shea, CEO of the Company. The loan is interest free, without collateral, due on demand, and for company’s operation purpose.

 

NOTE 7 – DUE TO A RELATED PARTY

 

Due to a related party amounted to $327,559 and $269,639 as of July 31, 2016 and July 31, 2015, respectively. Due to a related party represents advances by John O’Shea, CEO of the Company, to pay company’s expenses for both financial years.

 

F- 12
 

 

The majority of the $327,559 is related to unpaid salaries to John O’Shea.

 

NOTE 8 –LOANS PAYABLE TO UNRELATED PARTIES

 

Unrelated party loans payable represent money initially received from investors and then the debt was forgiven and/or reduced by IGEX issuing shares to purchasers. As of July 31, 2015 and 2016, the Company has unrelated party loans payable totaling $120,748 and $95,983, respectively. Based on the subscription agreement, the subscription funds will constitute a non-interest bearing loan of the subscriber to the Company until such time as the offering is closed and shares are issued to the subscriber.

 

The current balance, $120,748 is detailed below:

 

Herawan Rusmanhadi   $ 72,967  
David White   $ 9,775  
Dermot Monaghan   $ 38,006  

 

NOTE 9 – SUBSEQUENT EVENTS

 

None

 

F- 13
 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

 

DISCLOSURE.

 

IGEX appointed new auditors, BF Borgers CPA PC for FY14-15. Please see related 8K filed with the SEC for further information.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

 

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2015, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, the Company did not effectively implement comprehensive entity level internal controls and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

 

Changes in Internal Control Over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor’s attestation report. The Company’s registered public accounting firm has not attested to Management’s reports on the Company’s internal control over financial reporting.

 

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

 

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

 

  1. Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2016.
   
  2. We have appointed and will continue to appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.

 

  20  

 

 

ITEM 9B. OTHER INFORMATION.

 

legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation except for the Kina matter discussed below. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest averse to our interest.

 

There was a hearing before the British Columbia Securities Commission in the matter of Brent Glen Jardine and Indo Global Exchange(s) Pte, Ltd. (formerly Claridge Ventures, Inc.): held on the 26th of January 2016. Brent Jardine was accused of acting as a director of Claridge Ventures prior to the name change to Indo Global Exchange when he had already been restricted to act as director early by the BCSC.

 

Jardine has admitted wrong doing and taken full responsibility of his actions and there is no claim against IGEX or its directors as a result. As a result, the Company considers this matter resolved and closed.

 

On May 29, 2014, Indo Global Exchange(s) Pte. Ltd. (the “Company”) entered in to an engagement agreement (the “Agreement”) with International Global Exchange (AUST) (“IGE”), PT GriyaMatahari Bali, and Kina Securities Limited (“Kina”) with an effective date of November 25, 2013. Pursuant to the terms of the Agreement, Kina appointed the Company, IGE and PT GriyaMatahari Bali (collectively, “IGEX”) to provide certain services to Kina, including use of IGEX’s comprehensive online trading platform for Kina referred clients, which platform includes access to 21 global equity exchanges, account statements in real time, live streaming news and other features and capabilities. The term of the Agreement is ten (10) years and may be terminated for cause or without cause upon120 days’ notice to the other party. Kina may terminate the Agreement for cause upon the occurrence of certain events, including the following: IGEX (i) has a liquidator or receiver appointed, (ii) becomes an externally administered body, (iii) passes a resolution for winding up, (iv) is guilty of any fraudulent act or willful misconduct which is related to the Agreement, or (v) breaches the terms of the Agreement.

 

On the 26 th November 2015, IGEX appointed Goldhurst and Schnider of Melbourne, Australia to formally notify Kina that they are in breach of the contract. The breach was in relation to Kina making unfounded statements to the market about IGEX and not formally giving notice as required by the agreement. IGEX is now seeking compensation from Kina for AUD$2,400,000.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

 

Name   Age   Position
John O’Shea   49   President, CEO, Secretary Treasurer and Director (1)

 

(1) Effective July 17, 2013, John F. O’Shea was appointed as a member of the Company’s Board of Directors and as President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company, to fill the vacancies created by Mr. Edmundson’s resignations from the foregoing positions as noted above.

 

Mr. O’Shea, 50, does not have any family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There is no arrangement or understanding pursuant to which Mr. O’Shea was appointed as the sole member of the Company’s Board of Directors or as the Company’s sole officer. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K. Mr. O’Shea is the sole member of the Company’s Board of Directors, and as such, the Board does not have any separate committees at this time.

 

Set forth below is a brief description of the background and business experience of our officers and directors:

 

John O’Shea

 

Mr. O’Shea has over twenty-nine years of experience in the financial services and insurance industry. Since January 2011, Mr. O’Shea has served as Vice President Corporate Development for IndoTerra Resources, a private resource company which seeks to acquire highly prospective or mineral producing properties in the resource rich South Pacific. From January 2005 to January 2011, Mr. O’Shea served as a Director of Global Electronic Trading Pty Ltd (“GET”), a business he co-founded in 1999. GET was licensed by ASIC and caters to both retail and wholesale clients in the futures, foreign exchange and precious metal markets. From March 2003 to December 2004, Mr. O’Shea served as Business Development Manager for Bendigo Bank. Prior to that time, Mr. O’Shea launched his first business in 1999, Inch Corp Pty Ltd, which took a “first adopter” approach and developed an online Risk Insurance, Health Insurance, mortgage and financial planning business. Prior to launching Inch Corp, Mr. O’Shea served in a number of product and business development based roles with The Hannon Group (1990-1999) and William M Mercer (1987-1990). None of the aforementioned companies are a parent, subsidiary or affiliate of the Company.

 

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Mr. O’Shea began his career as an Insurance Broker with AMP Insurance in 1985 and earned a Diploma of Advanced Outdoor Education from 1986 to 1988. We believe that Mr. O’Shea’s broad experience in the financial services and insurance industry will provide our Board with helpful insight as to its growth potential and objectives.

 

TERM OF OFFICE

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

SIGNIFICANT EMPLOYEES

 

We have no significant employees other than our officers and directors.

 

FAMILY RELATIONSHIPS

 

There are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.

 

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

 

AUDIT COMMITTEE

 

We are not a listed issuer and as such our Board of Directors is not required to maintain a separately-designated standing audit committee. As a result, our entire Board of Directors acts as our audit committee. Our sole director does not meet the definition of an “audit committee financial expert.” We believe that the cost related to appointing a financial expert to our Board of Directors at this time is prohibitive.

 

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

 

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, other than as described below, no other reports were required for those persons.

 

John Sofarnos failed to file a Form 3 in connection with his appointment as a director of the Company on October 14, 2013.

 

Except as described above, we believe that, during the year ended July 31, 2016, all other Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

 

  22  

 

 

NOMINATIONS TO THE BOARD OF DIRECTORS

 

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

 

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

 

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o Indo Global Exchange(s) Pte. Ltd.; Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia.

 

DIRECTOR NOMINATIONS

 

As of July 31, 2016, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.

 

BOARD LEADERSHIP STRUCTURE AND ROLE ON RISK OVERSIGHT

 

Mr. Sergio Bellosta Suárez currently serves as our principal executive officer and director. We determined this leadership structure was appropriate for us due to our small size and limited operations and resources. The Board of Directors will continue to evaluate our leadership structure and modify as appropriate based on the size, resources and operations of the Company. It is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company’s risk oversight function.

 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

 

COMPENSATION COMMITTEE

 

The Company does not have a separate Compensation Committee. Instead, the Company’s Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers the Company’s stock option plans and other benefit plans, if any, and considers other matters.

 

CODE OF ETHICS

 

We have adopted a Code of Ethics, a copy of which is available upon request.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

SUMMARY COMPENSATION TABLE

 

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(a)(2) of Regulation S-X during the fiscal year ended July 31, 2016:

 

SUMMARY COMPENSATION TABLE
 
Name & Principal
Position
  Year   Salary ($)     Bonus ($)     Stock
Awards
($)
    Option Awards ($)     Non-Equity Incentive Plan Compensation ($)     Nonqualified
Deferred
Compensation Earnings ($)
    All Other Compensation ($)     Total ($)  
Kenneth Edmundson President     2014/2015     0       0       0       0       0       0       0       0  
John O’Shea, President     2014/2016     203,457       0       0       0       0       0       0       203,457  
      2013/2015     203,457       0       0       0       0       0       0       203,457  

 

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 

As at our year ended July 31, 2016, there is a balance of $95,984.50. This is made up of two amounts: One for Dermont for $38,006 and the other to Herawan for $57,978.

 

EMPLOYMENT CONTRACTS

 

IGEX has an employment contract with John O’Shea. The balance owing to John as at July 31, 2016 is $203,457.

 

COMPENSATION OF DIRECTORS

 

Other than as noted below, we have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

 

The following table sets forth compensation paid to our non-executive directors for the fiscal year ended July 31, 2016.

 

    Fees Earned or Paid in Cash ($)     Stock
Awards
($)
    Option
Awards
($)
    Non-Equity
Incentive Plan
Compensation
($)
    Nonqualified
Deferred
Compensation
Earnings
($)
    All Other Compensation ($)     Total ($)  
John O’Shea FY 14-15   $ 203,457                                               203,457  
John O’Shea FY15-16     0                                               0  

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 31, 2015 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors, (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.

 

Title of Class  

Name and Address

of Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

   

Percentage of

Common Stock (1)

 
DIRECTORS AND EXECUTIVE OFFICERS  
Common Stock   John O’Shea     50,000,000       5.45 %
                     
 5% STOCKHOLDERS  
Common Stock  

Cede & Co (These are shares held in Treasury)

   

412,825,700

     

44.99

%
Common Stock   Peter McNulty     90,000,000       9.81 %
Common Stock   John Walker     90,000,000       9.81 %
Common Stock   Herawan Rusmanhadi     46,606,875       5.08 %

 

Notes:  
   
(1)

Based on 917,588,928 shares of our common stock issued and outstanding as of July 31, 2016. Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

 

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2015.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:

 

  (i) Any of our directors or officers;
  (ii) Any person proposed as a nominee for election as a director;
  (iii) Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
  (iv) Any of our promoters; and
  (v) Any relative or spouse of any of the foregoing persons who has the same house as such person.

 

Review, Approval or Ratification of Transactions with Related Persons

 

Although we have adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

 

Director Independence

 

Quotations for our common stock are entered on the OTC market, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a) (15). Under NASDAQ Rule 4200(a) (15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.

 

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ITEM 14. PRINCIPAL AND ACCOUNTANT FEES AND SERVICES.

 

Audit Fees

 

The aggregate fees billed for the two most recently completed fiscal years ended July 31, 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

 

    BF Borgers CPA PC     TAAD, LLP  
    Year Ended July 31, 2015     Year Ended July 31, 2014     Year Ended July 31, 2015     Year Ended July 31, 2014  
Audit Fees     18,000       Nil       Nil       10,000  
Audit Related Fees     Nil       Nil       Nil       8,300  
Tax Fees     Nil       Nil       Nil       Nil  
All Other Fees     Nil       Nil       Nil       Nil  
Total     18,000       Nil       Nil       18,300  

 

ITEM 15. EXHIBITS.

 

(b) Exhibits

 

Exhibit    
Number   Description of Exhibits
     
2.1   Amended and Restated Asset Purchase Agreement by and among the Company, Indo Global Exchange PTE LTD. and the shareholders identified therein, dated September 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 25, 2013).
3.1   Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 originally filed on September 10, 2008 as amended).
3.2   Bylaws, as amended (incorporated by reference to our Registration Statement on Form S-1 originally filed on September 10, 2008 as amended).
4.1   Form of Share Certificate (incorporated by reference to our Registration Statement on Form S-1 originally filed on September 10, 2008 as amended).
10.1   Bill of Sale between the Company and Indo Global PTE LTD., dated September 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 25, 2013).
10.2   Assignment and Assumption Agreement between the Company and Indo Global PTE LTD., dated September 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 25, 2013).
10.3   Indemnification Agreement between the Company and John F. O’Shea, dated September 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 25, 2013).
10.4   Affiliate Agreement between the Company and Australian Stock Report Limited, dated September 5, 2013 (incorporated by reference to our Current Report on Form 8-K filed on September 25, 2013).
10.5   Engagement Agreement, dated May 29, 2014, between the Company, International Global Exchange (AUST), PT GriyaMatahari Bali and Kina Securities Limited (incorporated by reference to our Current Report on Form 8-K filed on June 5, 2014).
10.6   Broker Agreement, dated June 2014, between the Company and FXPro (incoroprated by reference to our Current report on Form 8-K filed on September 25, 2014).
21.1   International Global Exchange (Aust) Pty Ltd and PT GriyaMatahari Bali.
31.1*   Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.1*

Interactive Data Files

101.INS*   Inline XBRL Instance Document
101.SCH*   Inline XBRL Taxonomy Extension Schema
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   Inline XBRL Taxonomy Extension Definition Document
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith

 

  26  

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Indo Global Exchange(s) PTE, Ltd .
   
 Date: June 6, 2022 By: /s/ Sergio Bellosta Suárez
    Sergio Bellosta Suárez
    Chief Executive Officer, Chief Financial Officer President, Secretary Treasurer and Director
    (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Date: June 6, 2022 By: /s/ Sergio Bellosta Suárez
   

Sergio Bellosta Suárez

Chief Executive Officer, Chief Financial Officer President, Secretary Treasurer and Director

    (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

  27  

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