Indo Global Exchange(s) Pte, Ltd. - Quarter Report: 2013 October (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
COMMISSION FILE NUMBER: 000-52766
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INDO GLOBAL EXCHANGE(S) PTE, LTD.
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(Exact name of registrant as specified in its charter)
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Nevada
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48-13088991
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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Menara Standard Chartered, JI. Prof. Dr. Satrio 30th Floor, Jakarta Indonesia KAV146 | ||
(Address of principal executive offices) | ||
62 2125555600 | ||
(Registrant’s telephone number) |
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 [X]
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No [ ]
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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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ]
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No [ ] (Not Required)
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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.
Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ]
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No [X]
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As of October 8, 2014, there were 74,888,928 shares of the Registrant’s $0.001 par value common stock issued and outstanding.
INDO GLOBAL EXCHANGE(S) PTE, LTD.
TABLE OF CONTENTS
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PART I
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FINANCIAL INFORMATION
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FINANCIAL STATEMENTS (UNAUDITED)
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3 | |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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4 | |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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11 | |
CONTROLS AND PROCEDURES
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11 | |
PART II
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OTHER INFORMATION
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ITEM 1. | LEGAL PROCEEDINGS | 12 |
RISK FACTORS
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12 | |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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12 | |
DEFAULTS UPON SENIOR SECURITIES
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12 | |
MINE SAFEY DISCLOSURE – Not Applicable
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12 | |
OTHER INFORMATION
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12 | |
EXHIBITS
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13 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Indo Global Exchange(s) PTE, Ltd. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Indo Global" refers to Indo Global Exchange(s) PTE, Ltd.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Index
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Pages |
F-1
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F-2
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F-3
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F-4 to F-8
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3
INDO GLOBAL EXCHANGE(S) PTE, LTD.
BALANCE SHEETS
October 31,
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July 31,
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|||||||
2013
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2013
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|||||||
(Unaudited)
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(Audited)
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|||||||
ASSETS | ||||||||
Current Assets
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||||||||
Cash
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- | $ | - | |||||
Total Assets
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$ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities
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||||||||
Accounts payable and accrued expenses
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56,341 | 30,819 | ||||||
Loan Payable
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15,000 | 15,000 | ||||||
Total Liabilities
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71,341 | 45,819 | ||||||
Stockholders' (Deficit)
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||||||||
Preferred stock, $.001 par value 10,000,000 shares authorized
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||||||||
no shares issued and outstanding
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- | - | ||||||
Common stock, $.001 par value 100,000,000 shares authorized
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72,240,000 and 72,493,750 Issued and outstanding as of October 31, 2013
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72,240 | 72,494 | ||||||
and July 31, 2013, respectively
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Additional paid-in capital
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(1,540 | ) | (1,794 | ) | ||||
Accumulated deficit
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(142,041 | ) | (116,519 | ) | ||||
Total Stockholders' Equity Deficit
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(71,341 | ) | (45,819 | ) | ||||
Total Liabilities and Stockholders' Deficit
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$ | - | $ | - |
F-1
STATEMENTS OF OPERATIONS
(unaudited)
For the Three
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For the Three
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|||||||
Months Ended
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Months Ended
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October 31,
2013
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October 31,
2012
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|||||||
REVENUES | $ | - | $ | - | ||||
OPERATING EXPENSES | ||||||||
General and administrative expenses
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25,522 | - | ||||||
Impairment of intangible asset | - | - | ||||||
Total operating expenses | 25,522 | |||||||
Net loss before provision for income taxes
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(25,522 | ) | - | |||||
Provision for income taxes | - | - | ||||||
Net loss | (25,522 | ) | - | |||||
Weighted average common shares outstanding - | ||||||||
Basic and diluted | 72,240,000 | 72,493,750 | (1) | |||||
Net loss per share – basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
1 All common share amounts and per share amounts in these financial statements reflect the four-to-one reverse stock split of the issued and outstanding shares of common stock of the Company, effective August 6, 2013, including retroactive adjustment of common share amounts. See Note 3
F-2
INDO GLOBAL EXCHANGE(S) PTE, LTD.
STATEMENTS OF CASH FLOWS
(unaudited)
For the three
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For the three
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|||||||
Months Ended
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Months Ended
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October 31,
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October 31,
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2013 | 2012 | |||||||
Operating Activities
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Net loss | $ | (25,522 | ) | $ | - | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Impairment of intangible asset | - | - | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts payable and accrued expenses | 25,522 | - | ||||||
Net Cash Used In Operating Activities
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- | - | ||||||
Investing Activities
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||||||||
Payment for Mining claims | - | - | ||||||
Net Cash Used In Investing Activities
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- | - | ||||||
Financing Activities:
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Proceeds from unrelated Party Loans | - | - | ||||||
Proceeds from issuance of common stock | - | |||||||
Net Cash Provided By Financing Activities
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- | - | ||||||
Increase (Decrease) in Cash - | ||||||||
Cash, Beginning of Period
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- | - | ||||||
Cash, End of Period
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- | - | ||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||
Cancellation of Shares | 43,750 | - | ||||||
Issuance of Shares | (43,496 | ) | - |
F-3
INDO GLOBAL EXCHANGE(S) PTE, LTD.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2013
(Unaudited)
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. The Assets relate to the development and operation of an online trading platform and brokerage portal in Indonesia. The Company plans to in part utilize the Assets to provide online trading and brokerage facilities in Indonesia.
NOTE 2 - 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. The Company has not produced any revenue from its principal business..
The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended July 31, 2013 included in our Annual Report on Form 10-K. The results of the three months periods ended October 31, 2013 are not necessarily indicative of the results to be expected for the full year ending July 31, 2014.
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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Loss Per Share
The Company computed basic and diluted loss per share amounts using generally accepted accounting principles There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.
F-4
INDO GLOBAL EXCHANGE(S) PTE, LTD.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2013
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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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.
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Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
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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.
Recent Accounting Pronouncements
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. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have 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. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 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. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended October 31, 2013, thereby no longer presenting or disclosing any information required by Topic 915.
F-5
INDO GLOBAL EXCHANGE(S) PTE, LTD.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2013
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have 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. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE 3– STOCKHOLDERS’ EQUITY
On October 5, 2012 the company received approval with respect a 35 to 1 forward split bringing the total issued and outstanding common shares from 8,285,000 to 289,975,000 issued and outstanding common shares.
Effective August 6, 2013, after receipt of approval from FINRA, the Company effected a 1-for-4 reverse stock split together with a corresponding reduction (from 400,000,000 to 100,000,000) in the number of authorized shares of the Company’s common stock (the “Reverse Split”).
The Reverse Split was duly approved by the Board of Directors of the Company on July 24, 2013 without stockholder approval in accordance with the authority conferred by Section 78.207 of the Nevada Revised Statutes. In accordance with the Reverse Split, the corresponding reduction in the number of authorized shares of the Company’s common stock was effected via filing a Certificate of Change with the Nevada Secretary of State.
F-6
INDO GLOBAL EXCHANGE(S) PTE, LTD.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2013
(Unaudited)
NOTE 3– STOCKHOLDERS’ EQUITY (continued)
Pursuant to the Reverse Split, holders of the Company’s common stock are deemed to hold 1 whole post-split share of the Company’s common stock for every 4 shares of the Company’s issued and outstanding common stock as classified immediately prior to the effective date of the Reverse Split. No fractional shares of the Company’s common stock will be issued in connection with the Reverse Split. Stockholders who are entitled to a fractional post-split share will receive in lieu thereof 1 whole post-split share. All of the stock splits have been retroactively reported in these financial statements.
On September 23, 2013, Kenneth and Robert Edmundson surrendered an aggregate of 43,750,000 shares of our common stock for cancellation. As such, immediately prior to the Transaction and after giving effect to the foregoing cancellations, the Registrant had 28,997,500 shares of common stock issued and outstanding. Immediately after the Transaction, the Registrant issued 43,496,250 to the selling shareholders bringing the total issued and outstanding sharesto 72,240,000 shares of common stock issued and outstanding and the Selling Shareholders acquired approximately 60.00% of our issued and outstanding common stock.
The Registrant issued 43,496,250 to the selling shareholders in consideration in the Asset Purchase Agreementand had a contract value of $43,496. However, the Asset Purchase Agreement would be valued at $0 as there was no formal valuation.
Common stockholders are entitled to 1 vote per common share held. There are no special rights or privileges afforded to common share holders.
NOTE 4– 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 October 31, 2013 the Company had incurred accumulated losses since inception of $142,041. 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 5– LOAN PAYABLE
During July 2013 the company received advances totaling $15,000 from a related party, the advance is non-interest bearing and is due on demand giving thirty days written notice.
F-7
INDO GLOBAL EXCHANGE(S) PTE, LTD.
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2013
(Unaudited)
NOTE 6 - SUBSEQUENT EVENTS
On May 29, 2014, Indo Global Exchange(s) Pte. Ltd. (the “Company”) entered into an engagement agreement (the “Agreement”) with International Global Exchange (AUST) (“IGE”), PT Griya Matahari 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 Griya Matahari 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. IGEX has agreed to (i) act as administrator, promoter, educator and integrator for all Kina referred clients, (ii) monitor any developments on transactions that occur on accounts of such Kina referred clients, and (iii) provide technical and market analysis support. IGEX has also agreed to provide a range of seminars as required by Kina, which shall provide instruction on the use of IGEX’s online trading platform.
The term of the Agreement is ten (10) years and may be terminated for cause or without cause upon 120 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.
The Agreement includes certain other customary representations, warranties and covenants of the parties. The parties also agreed to indemnify each other for losses, taxes, expenses, costs and liabilities which may by incurred as a result of a party ‘s breach of the Agreement.
IGEX and Kina will receive commissions for each trade conducted by a client, which total commission amounts shall be determined by Kina. For trades under AUD 8,500, the exchange and settlement fee amount is AUD 18.00. For trades over AUD 8,501, the exchange and settlement fee amount is AUD 12.00 plus 0.07% of the trade value. IGEX will receive 30% of the overall commission fees while Kina will receive 70% of the overall commission fees.
F-8
ITEM 2 .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.
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. The Assets relate to the development and operation of an online trading platform and brokerage portal in Indonesia. The Company plans to in part utilize the Assets to provide online trading and brokerage facilities in Indonesia.
On September 23, 2013, Kenneth and Robert Edmundson surrendered an aggregate of 43,750,000 shares of our common stock for cancellation. As such, immediately prior to the Transaction and after giving effect to the foregoing cancellations, the Registrant had 28,997,500 shares of common stock issued and outstanding. Immediately after the Transaction, the Registrant had 72,493,750 shares of common stock issued and outstanding and the Selling Shareholders acquired approximately 60.00% of our issued and outstanding common stock.
The common stock issued to the Selling Shareholders had a contract stated value of $43,496, based on several factors, including, the limited trading of the common stock, the restricted characterization of the securities with not less than a one year holding period before Rule 144 would apply, the absence of registration rights, and the determination of the value of the Assets by Indo Global. Neither Indo Global nor the Company obtained an independent valuation of the Assets in connection with the Transaction.
Prior to the Transaction, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (“ Exchange Act”). Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act, for our common stock, which is the only class of our securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Exchange Transaction.
The Transaction will be accounted for as a purchase of assets in accordance with Rule 11-01(d) of Regulation S-X and ASC 805-10-55-4. The Assets have a contract stated value of $43,496 and no goodwill is recognized in the purchase.
3
We plan to operate as a business to consumers, and business to business, to provide services to customers that enable the consumer to access, monitor and manage their investment interests and execute trades when participating in the global financial markets. We will act as the administrator for the client and will monitor any developments on transactions that occur in the accounts of each client as part of our Account Management System. We will offer no investment advice to our customers, as that will be accomplished through ASR.
We will have access to a full range of services and resources to work with clients towards achieving our clients’ investment goals. We will provide access to expert stock market advice through ASR, tailored to each customers’ financial circumstances. We are currently in discussions with potential local partners within Indonesia to maximize our business potential and distribution reach. We will also have the ability to affiliate with other financial institutions such as banks, financial planners and others in the financial services market. We believe we are in a unique position to capitalize on the Indonesian market and gain a first move advantage to deliver a transparent and customer focused trading solution. Our primary focus will be local middle to high income individuals and businesses within Indonesia whom we may describe as high net worth (those with assets over USD $100,000) estimated at approximately 4.9 million individuals. There are approximately 247 million people in Indonesia, which makes it the 4th most populous country in the world and 2% of the population is described as high net worth; this represents our initial target market. Once established in the Indonesian market, we plan to expand to the Philippines and Malaysia.
Background
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 an 1 for 4 reverse split of its common stock and changed our name to “Indo Global Exchange(s) Pte. Ltd.”
We have not generated any revenue from business operations to date, and to date, we have been unable to raise additional funds to implement our operations. As a result, we consummated the Transaction with Indo Global.
Strategy
We plan to offer financial market access to customers in Indonesia, 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, Canada, and the United States. 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. We plan to provide a global trading and portfolio management platform as a web and phone based application. All of our customers will be contracted through ASR as required by law.
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, all of which are supplied by ASR.
In addition, we will offer:
·
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Marked to market real time portfolio valuation on all assets.
|
·
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Full transparency in account functions including cash movement.
|
·
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Account statements in real time.
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·
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Full audit trail on client activity.
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·
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Live streaming news.
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·
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Full charting and technical analysis functionality.
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4
Products/Services in Development
We are planning the commencement and development of a proprietary management tracking system that will record and assist our role as administrator and assist clients from their first meeting or call, to funding an account. We anticipate the commencement of our proprietary management tracking system once funding is available and we have allowed $60,000 for this from our annual budget.
Revenues and Customers
Currently, we have no revenues or customers. We plan to derive revenues from multiple sources. First, we plan on charging an administration fee for our services. Second, we plan to offer and display sponsorship and advertisements on our web site. We believe this may put us in a unique position with sponsors and larger companies for their online ad budgets. Third, we plan to share in commissions from online trading. Fourth, we plan to generate revenue from financial publications subscriptions.
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.
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Full day Seminars. The seminar model will be a key marketing strategy for us to attract new clients.
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·
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Google add words, search engine optimization and key words.
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·
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Radio, which is very cost efficient in Indonesia (radio approximately $8 per 30 second advertisement).
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Regional offices to provide a local presence, which will be key to establishing trust with our clients.
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·
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Positioning our brand online.
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·
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Supporting local communities such as Chinese, Muslim and Hindu groups.
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Social media i.e., Facebook, Twitter, etc.
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·
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Television
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·
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Mobile Telephone Networks
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·
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Referral Programs
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5
Branding
We plan to 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 being 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.
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Intellectual Property
To date, we have not been granted any patents, trademarks, franchises, concessions or labor contracts at this time, however, we are preparing applications for trademarks in Canada and the United States and in the future other jurisdictions, and have no assurance of our ability to continue to use such names in association with the sale of our products and services.
In the future we will enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and control access to software, documentation and other proprietary information and intend to apply for other protections in the form of patents and copyrights if applicable. Failure to provide adequate protection our proprietary rights could expose us to infringement of our rights by other parties and could offer similar services, significantly harming our competitive position and decreasing our revenues.
Government Regulation
We currently do not require approval of any government to offer our products and services. We do not expect that there will be any governmental regulations on our business. We will voluntarily refuse to accept orders from the following countries: Afghanistan, Angola, Cuba, Democratic People's Republic of Korea [North Korea], Eritrea, Federal Republic of Yugoslavia [Serbia and Montenegro], Iran, Iraq, Liberia, Libya, Myanmar [Burma], Rwanda, Sierra Leone, Syria, and Sudan. We expect no costs or effects of compliance of federal, state and local environmental laws on our 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 are a development stage company and have not generated any revenues. 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 $869,000 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.
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Type
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Amount
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Percent
|
Salaries
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145,000
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16.68%
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Professional services (IT development)
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24,000
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2.76%
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Equipment
|
30,000
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3.45%
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Professional services (lawyers and accountants)
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35,000
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4.03%
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Programming IT development
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60,000
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6.90%
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Office, rent and expenses
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150,000
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17.27%
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Travel expenses
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53,000
|
5.76%
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Government Fees
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5,000
|
.059%
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Seminars
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85,000
|
9.77%
|
Business Development fees
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145,000
|
16.68%
|
Servers and bandwidth
|
15,000
|
1.72%
|
Bank fees and interest
|
2,000
|
.023%
|
Administration
|
15,000
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1.72%
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Marketing and advertisement
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120,000
|
13.80%
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Total
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869,000
|
100.00%
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If we are not able to raise sufficient funds to fully implement our startup 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 are anticipated to be approximately $869,000. Our cash on handas of October 31, 2013 is $0. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing.
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RESULTS OF OPERATIONS
Working Capital
October 31,
2013
|
July 31, 2013
|
|||||||
Current Assets
|
$
|
0
|
$
|
0
|
||||
Current Liabilities
|
$
|
71,341
|
$
|
45,819
|
||||
Working Capital Deficit
|
$
|
(71,341)
|
$
|
(45,819
|
)
|
Cash Flows
Three Month Period Ended
October 31,
2013
|
ThreeMonth Period Ended
October 31,
2012
|
|||||||
Cash Flows used in Operating Activities
|
$
|
(25,522)
|
$
|
0
|
||||
Cash Flows used in Investing Activities
|
$
|
0
|
$
|
-
|
||||
Cash Flows provided by Financing Activities
|
$
|
0
|
$
|
-
|
||||
Net Increase (Decrease) in Cash During Period
|
$
|
(25,522)
|
$
|
0
|
As of October 31, 2013, we had cash on hand of $0. 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.
Operating Revenues
We have not generated any revenues since inception.
Operating Expenses and Net Loss
Operating expenses for the three month ended October 31, 2013 was $25,522 compared with $0 for the three month ended October 31, 2012. The increase in operating expenditures was a result of the Asset Purchase agreement.
Net loss for the three month period ended October 31, 2013 was $25,522 compared with $0 for the period ended October 31, 2012. The overall increase in net loss of $25,522 was attributed to the Asset Purchase agreement.
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Liquidity and Capital Resources
As at October 31, 2013, the Company’s cash balance was $0
As at October 31, 2013, the Company had total liabilities of $71,341.
As at October 31, 2013, the Company had a working capital deficit of $(71,341)
Cashflow from Operating Activities
During the three month period ended October 31, 2013, the Company used $25,522 of cash for operating activities compared with $0 for the three month ended October 31, 2012.
Cashflow from Investing Activities
During the three month period ended October 31, 2013 and 2012, the Company paid $0 and $0 in investing activities.
Cashflow from Financing Activities
During the three month period ended October 31, 2013, the Company has net cash received of $0 from financing activities compared, with $0 in financing activities for the same period in 2012.
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 year ended October 31, 2013 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 audited financial statements included in this Annual Report.
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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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 4. 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 October 31, 2013, 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, 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.
ITEM 1. 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. 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 adverse to our interest.
ITEM 1A. RISK FACTORS
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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1.
|
Quarterly Issuances:
|
On September 23, 2013 the Registrant issued 43,496,250 shares of common stock.
2. Subsequent Issuances:
On June 19, 2014 the registrant issued 2,648,928 shares of common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
ITEM 5. OTHER INFORMATION
None.
12
ITEM 6. EXHIBITS
Exhibit Number
|
Description of Exhibits
|
3.1
|
Articles of Incorporation*
|
3.4
|
Bylaws*
|
14.1
|
Code of Ethics*
|
31.1
|
Certification of Chief Executive Officer and as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
* Incorporated by reference to our Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on September 10, 2008.
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.
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|
INDO GLOBAL EXCHANGE(S) PTE, LTD.
|
|
Date:
|
October 16, 2014
|
By:
|
/s/ John O'Shea
|
|
|
Name: |
John O'Shea
|
|
|
Title: |
Chief Executive Officer and Director
|
14