On May 14, 2018, we entered into and closed a merger agreement (the “Merger Agreement”) with Simex, a Nevada corporation (“Simex”), pursuant to which we acquired 100% of the outstanding capital stock of Simex in exchange for shares of our common (the “Simex Acquisition”). As a result of the Simex Acquisition, Simex became our wholly-owned subsidiary. Simex was incorporated in Nevada and is engaged in the development and commercialization of an online international digital asset management, investment and trading platform. The platform was designed to respond to the perceived needs of individual investors based upon the experience of Simex’s personnel in the financial, investment banking and trading fields. In addition to features designed to appeal to traders, the platform allows businesses, including developers of crypto-currencies to conduct private offerings including initial coin offerings (ICO). The software includes features which allow clients to organize investment activities utilizing smart contracts in conformance with the latest Ethereum ERC20 protocols. Any equities or other forms of investments initially offered through the platform, will be quoted on the platform’s secondary market. To date, the platform has only been made available to a limited number of individuals outside of the United States.
Pursuant to the Merger Agreement we acquired 100% of the outstanding common stock and preferred stock of Simex in exchange for 19,046,599 shares of our common stock. In addition, as a condition to the closing of the Merger Agreement Vassili Oxenuk returned to us for cancellation as a capital contribution 19,046,599 shares of our common stock. The foregoing description of the terms of the Merger Agreement is qualified in its entirety by reference to the provisions of the Merger Agreement filed as an exhibit to this report. After giving effect to the Simex Acquisition, we had outstanding 22,930,009 shares of common stock and 1,648 shares of our Series A Preferred Stock.
For accounting purposes, the acquisition has been accounted for as a reverse acquisition and has been treated as a recapitalization of American Retail Group effected by a share exchange, with Simex as the accounting acquirer. The historical financial statements of Simex are now the historical financial statements of the registrant and have been included in Item 9.01(a) of this report. The assets and liabilities of Simex have been brought forward at their book value and no goodwill has been recognized
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