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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,
2017
☐ 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
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.
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 $0 and $3,485 for the years ended July
31, 2017 and 2016, 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 |
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.
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:
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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. |
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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. |
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|
☐ |
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. |
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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. |
|
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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. |
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,
☐ |
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Not
many Indonesian banks offer online trading; |
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Local
brokers have access to Indonesian stocks with limited access to
global markets; |
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Local
commodity brokers offer gold and limited foreign exchange crosses
(4 pairs); and |
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Limited
investment seminars or education programs are
available. |
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.
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.
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.
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.
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,
2017, 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, 2017, 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.
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.
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, 2017, 2016 are:
Fiscal Year 2017 |
|
|
|
|
|
|
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 2016 |
|
|
|
|
|
|
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
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.
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 $0 and $3,485 for the years ended July
31, 2017 and 2016, 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 |
|
RESULTS
OF OPERATIONS
Working
Capital
|
|
At July 31, 2017 |
|
|
At July 31, 2016 |
|
Current Assets |
|
$ |
0 |
|
|
$ |
0 |
|
Current Liabilities |
|
|
(486,515 |
) |
|
|
(486,515 |
) |
Working Capital (Deficit) |
|
$ |
(486,515 |
) |
|
$ |
(486,515 |
) |
Cash
Flows
|
|
Year Ended July 31, 2017 |
|
|
Year Ended July 31, 2016 |
|
Cash Flows Used in
provided by Operating Activities |
|
$ |
(137,789 |
) |
|
$ |
(137,789 |
) |
Cash Flows Provided by Financing
Activities |
|
|
137,747 |
|
|
|
137,747 |
|
Foreign currency translation |
|
|
42 |
|
|
|
42 |
|
Net Increase (Decrease) in Cash During
Period |
|
$ |
- |
|
|
$ |
- |
|
Operating Revenues
As at
July 31, 2017 and 2016 we have generated $0 and $3,485 respectively
in revenues.
Operating Expenses and Net Loss
As of
July 31, 2017 and 2016, Operating expenses include the
following:
|
|
July 31,
2017 |
|
|
July 31,
2016 |
|
Consulting fee |
|
$ |
0 |
|
|
$ |
53,990 |
|
Stock Compensation |
|
|
0 |
|
|
|
2,100,000 |
|
Legal fee |
|
|
|
|
|
|
|
|
Salary |
|
|
|
|
|
|
|
|
Other Expenses |
|
|
|
|
|
|
|
|
Total |
|
$ |
0 |
|
|
$ |
2,153,990 |
|
Operating
expenses for the period ended July 31, 2017 was $0 compared with
$2,153,990 for the year ended July 31, 2016. 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, 2017 was $0 compared with
$2,153,990 for prior year. The overall increase in net loss of
$7,591,643 was attributed to the loss on settlement of debt and
interest.
Liquidity and Capital Resources
As at
July 31, 2017, the Company’s cash balance was $Nil. As at July 31,
2017, 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, 2017 and
July 31, 2016 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, 2017, the Company used $nil of cash for
operating activities compared with $nil 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, 2017 and 2016, the Company paid $0
and $0 in investing activities.
Cash flow from Financing Activities
During
the period ended July 31, 2017, the Company has net cash received
of Nil from financing activities compared with $Nil in financing
activities for the same period in 2016.
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.
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:

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

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
INDO GLOBAL EXCHANGE(S) PTE, LTD.
CONSOLIDATED
BALANCE SHEETS
(Ununaudited)
The
accompanying notes are an integral part of the financial
statements.
INDO GLOBAL EXCHANGE (S) PTE, LTD.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
The
accompanying notes are an integral part of the financial
statements.
INDO GLOBAL EXCHANGE (S) PTE, LTD.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
The
accompanying notes are an integral part of the financial
statements.
INDO GLOBAL EXCHANGE (S) PTE, LTD.
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
The
accompanying notes are an integral part of the financial
statements.
INDO GLOBAL EXCHANGE (S) PTE, LTD.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
July
31, 2017
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 $0 and $3,485 for the years ended July 31, 2017 and
2016, 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, 2017 and July 31, 2016.
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, 2017 and
2016.
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, 2017 and 2016 were
$(0) and
$(42),
respectively. The cumulative translation adjustment and effect of
exchange rate changes on cash as of July 31, 2017 and 2016 were
$(0) and
$(42)
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, 2017 and July 31, 2016, 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 $0 and 3,485 for the years ended July 31, 2017 and
2016, 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.
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, 2017 and 2016, 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.
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, 2017
and 2016 are $0 and $0 respectively.
Accounts
payable and accrued expenses amounted to $23,208 and
$23,208 as of
July 31, 2017 and July 31, 2016, 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.
SCHEDULE OF TRANSACTIONS RELATED TO 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 |
|
31/07/2017 |
|
|
|
|
75,000,000 |
|
|
|
|
|
|
$ |
900,000 |
|
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
$0.001per 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
$0.001per 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’Shea1,500,000,000 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.
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 $0.0017per 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
February11, 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, 2017 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 FROMA RELATED
PARTY
Loans
from a related party amounted to $15,000 and $15,000 as of July 31, 2017 and
July 31, 2016, 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 $327,559 as of July 31, 2017 and
July 31, 2016, 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.
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, 2017 and 2016, the
Company has unrelated party loans payable totaling $120,748 and $120,748, 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:
SCHEDULE OF LOANS PAYABLE TO UNRELATED
PARTIES
Herawan Rusmanhadi |
|
$ |
72,967 |
|
David White |
|
$ |
9,775 |
|
Dermot Monaghan |
|
$ |
38,006 |
|
NOTE
9 – SUBSEQUENT
EVENTS
None
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, 2017, 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,
2018. |
|
|
|
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. |
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 |
|
50 |
|
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.
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,
2017, all other Reporting Persons complied with all Section 16(a)
filing requirements applicable to them.
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, 2017, 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,
2017:
SUMMARY COMPENSATION TABLE |
Name & Principal
Position |
|
Year |
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-
Equity
Incentive
Plan
Compen sation ($) |
|
|
Nonqualified
Deferred
Compen sation
Earnings
($) |
|
|
All
Other
Compen sation
($) |
|
|
Total
($) |
|
Kenneth Edmundson President |
|
2014/2016 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
John O’Shea,
President |
|
2016/2017 |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2015/2016 |
|
|
203,457 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
203,457 |
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END
None.
EMPLOYMENT
CONTRACTS
IGEX
has an employment contract with John O’Shea. The balance owing to
John as at July 31, 2017 is $203,457.
COMPENSATION
OF DIRECTORS
Other
than as noted below, we have no standard arrangement to compensate
directors for their services in their capacity as directors.
Directors are not paid for meetings attended. However, we intend to
review and consider future proposals regarding board compensation.
All travel and lodging expenses associated with corporate matters
are reimbursed by us, if and when incurred.
The
following table sets forth compensation paid to our non-executive
directors for the fiscal year ended July 31, 2017.
|
|
Fees
Earned
or Paid
in Cash
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
|
Nonqualified
Deferred
Compensation
Earnings
($) |
|
|
All
Other
Compensation
($) |
|
|
Total
($) |
|
John O’Shea FY 15- 16 |
|
$ |
203,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
203,457 |
|
John O’Shea
FY16-17 |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
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, 2017 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
Common Stock
Common Stock
Common Stock |
|
Cede & Co (These are shares
held in Treasury)
Peter McNulty
John Walker
Herawan Rusmanhadi
|
|
|
412,825,700
90,000,000
90,000,000
46,606,875
|
|
|
|
44.99%
9.81%
9.81%
5.08%
|
|
Notes: |
|
(1) |
Based
on 917,588,928 shares of our common stock issued and outstanding as
of July 31, 2017. 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, 2017.
|
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.
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, 2017 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 |
|
|
|
Year Ended July 31, 2017 |
|
|
Year Ended July 31, 2016 |
|
Audit Fees |
|
|
Nil |
|
|
|
Nil |
|
Audit Related Fees |
|
|
Nil |
|
|
|
Nil |
|
Tax Fees |
|
|
Nil |
|
|
|
Nil |
|
All Other Fees |
|
|
Nil |
|
|
|
Nil |
|
Total |
|
|
Nil |
|
|
|
Nil |
|
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-1originally filed on September 10,
2008 as amended). |
3.2 |
|
Bylaws, as amended (incorporated by reference to our Registration
Statement on Form S-1originally filed on September 10, 2008 as
amended). |
4.1 |
|
Form
of Share Certificate (incorporated by reference to our Registration
Statement on Form S-1originally 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* |
|
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
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) |
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