UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 20162017

¨ 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: 333-190067

DOCASA, INC.

(f/k/a FWF Holdings, Inc.) (Exact name of Registrant as specified in its charter)

Nevada		47-1405387
(State of incorporation)		(IRS Employer ID Number)

1901 North Roselle Road, Suite 800

Schaumburg, Illinois 60195

(630) 250-2709

(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 ¨ No x

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 x No ¨

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 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	¨	Smaller reporting company	x
(Do not check if a 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 x

As of January 20, 2017,15, 2018, there were 147,100,000160,012,875 shares of common stock, par value $0.001 per share issued, issuable, and outstanding.

DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

FORM 10-Q

NOVEMBER 30, 2016

INDEX2017

INDEX

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Table of Contents

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements		Page
		Page
Condensed Consolidated Balance Sheets as of November 30, 2017 and August 31, 2017		F-2
Condensed Balance Sheets as of November 30, 2016 (unaudited) and August 31, 2016 (audited)			4
CondensedConsolidated Statements of Operations for the three months ended November 30, 20162017 and 20152016 (unaudited)		F-3	5
Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 20162017 and 20152016 (unaudited)		F-4	6
Notes to Condensed Consolidated Financial Statements			8F-6

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Item 1. Financial Statements.Statements.

See accompanying notes to unaudited condensed consolidated condensed financial statements.

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Table of Contents

See accompanying notes to unaudited condensed consolidated condensed financial statements.

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See accompanying notes to unaudited condensed consolidated condensed financial statements.

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

and Subsidiaries

Notes to Consolidated Condensed Financial Statements

November 30, 20162017

(unaudited)

NOTE 1 – NATURE OF BUSINESS AND PRESENTATION

Organization

DOCASA, Inc. (the “Company,” “we,” “us,” “our,” or “DOCASA”) was incorporated in the State of Nevada on July 22, 2014, under the name of FWF Holdings, Inc. The Company changed its name on August 4, 2016. The Company was originally engaged in the business of commercial production and distribution of hot sauce.sauce (see Note 3). On August 4, 2016, the Company changed its year end from July 31 to August 31.

On July 8, 2016, the Company experienced a change in control. Atlantik LP (“Atlantik”), a related party, acquired a majority of the issued and outstanding common stock of the Company in accordance with a stock purchase agreementsagreement by and between Atlantik and Nami Shams (“Seller”(the “Seller”). On the closing date, July 8, 2016, pursuant to the terms of the Stock Purchase Agreement,stock purchase agreement, Atlantik purchased from the Seller 115,000,000 shares of the Company’s outstanding restricted common stock for $200,000, representing 75.8% of the total issued andCompany’s outstanding common stock at that time. See Notes 2, 5, 6 and 9.

The Company determined that it would expand its products in the food industry. On September 1, 2016, the Company acquired 99.8% of the voting stock of the Department of Coffee and Social Affairs Limited, (“DEPT-UK”), a United Kingdom corporation. DEPT-UK was incorporated on August 12, 2009. The acquisition of 99.8% of the voting stock of DEPT-UK from Stefan Allesch-Taylor (“Allesch-Taylor”) was pursuant to a stock exchangecorporation (the “Share Exchange”“DEPT-UK”), which obligatedand the Company agreed to issue Allesch-TaylorDEPT-UK’s majority shareholder 170,000,000 shares of restrictedthe Company’s common stock—110,000,000 shares initially and 60,000,000 additional shares at a date to betime determined by the Company’s Board of Directors but no later than August 31, 2017. See Notes 3 and 13.

2017, which deadline was subsequently extended to August 31, 2018. Also on September 1, 2016, the Company acquired 115,000,000 shares of the Company’s common stock from Atlantik in exchange for issuing Atlantik a promissory note for $320,000, which shares were then cancelled (the “Stock Cancellation”).and which note has since been paid in full. As a result of the Stock Cancellationacquisition and the issuance of the initial 110,000,000 share issuance to Allesch-Taylor, Allesch-Taylor,shares of common stock, and the Chairmancancellation of the 115,000,000 Atlantik shares, DEPT-UK is now the majority-owned subsidiary of the Company, became the holder of the majority of the issued and outstanding stock of the Company holding 74.9%experienced a change of the outstanding common stock of the Company. See Note 9.control.

DEPT-UK formed a wholly-owned subsidiary, Department of Coffee and Internal Affairs Limited (“DCIA”), on September 11, 2014, as filed with the Registrar of Companies for England and Wales. As of November 30, 2016,2017, DCIA has had no operations or activity.

DEPT-UKOn April 5, 2017, the Company formed a wholly-owned subsidiary, The Department of Coffee and Social Affairs IL, Inc. (“DEPT-IL”), an Illinois corporation.

On May 18, 2017, the Company formed Department of Coffee and Social Affairs White Space Limited on November 9, 2014,(“DEPT-UKWS”), as filed with the Registrar of Companies for England and Wales. On February 28, 2014, the name was changed to DOCASA Limited. On May 1, 2015, the name was changed to Eat Sleep Juice Repeat Limited. AsDEPT-UKWS is a subsidiary of November 30, 2016, this subsidiary has had no operations or activity.DEPT-UK.

For financial reporting purposes, the Share Exchange transaction representsacquisition of DEPT-UK and the change of control in connection with acquisition represented a "reverse merger"“reverse merger” rather than a business combination, and DEPT-UK is deemed to be the accounting acquirer in the transaction. The Share Exchange transactionFor the periods subsequent to August 31, 2016, the acquisition is being accounted for as a reverse-merger and recapitalization. DEPT-UK is the acquirer for financial reporting purposes, and the Company (DOCASA, Inc., f/k/a FWF Holdings, Inc., the public company)) is being treated as the acquired company. Consequently, the assets and liabilities and the operations that will beare reflected in the historical financial statements prior to the Share Exchange will beacquisition are those of the Private CompanyDEPT-UK and will behave been recorded at the historical cost basis of the Private Company,DEPT-UK, and the financial statements after completion of the Share Exchange willacquisition include the assets and liabilities of both the Public Company and the Private Company,DEPT-UK, and the historical operations of Private CompanyDEPT-UK prior to closing and operations of both companies from the closing of the acquisition.

On January 2, 2018, with an effective date of November 1, 2017, DEPT-UK acquired Tapped and Packed Ltd (“Tapped”), an UK company, for a combination of cash and shares of common stock of the Share Exchange.Company. See Note 2. Tapped became a subsidiary of DEPT-UK as a result of the transaction. Tapped has four shop locations in the UK which serve coffee and food.

Nature of Operations

We are currently devoting our efforts to migrating to the specialty coffee industry, specifically with company-operated stores. The Company will generate revenue through sales at elevennineteen existing company-operated coffee shop locations in the UK, with fiveseven more locations under construction. The Company has expanded its operations to the United States and opened its first coffee shop in Chicago, Illinois in October 2017. Our objective is to continue to be recognized as one of the upper tier specialty coffee retail operations. Similar to other leading operators, we sell our proprietary coffee and related products, and complementary food and snacks. The Company, will continue to marketas of August 31, 2017, has discontinued its hot sauce products.products which had no activity in the year ended August 31, 2017 (see Note 3). Accounting for discontinued operations not required due to immateriality.

Principles of Consolidation

The consolidated financial statements include the accounts of DOCASA and its subsidiaries, DEPT-UK, DCIA, DEPT-IL and DEPT-UK’s subsidiary, DEPT-UKWS. All significant inter-company balances and transactions have been eliminated in consolidation.

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Basis of Presentation

The accompanying unaudited consolidated condensed financial statements of DOCASA Inc. have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and done under §240.13(a) of the Securities Act. The results of operations for the interim period ended November 30, 20162017 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending August 31, 2017.2018. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments)adjustments, unless otherwise indicated) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company’s Form 10-K for the year ended JulyAugust 31, 2016,2017, filed on October 4, 2016December 18, 2017 and Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the Form 8-K/A filed on December 5, 2016 which includes the audited financial statements of the subsidiary, Department of Coffee and Social Affairs Limited and its audited financial statements for the year ended August 31, 2016 and 2015 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, allowance for accounts receivable, depreciableestimated lives of the web siteintangible and fixed assets, and valuation of share-based payments.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable consisted of amounts due from customers primarily for management fees. The Company considered accounts more than 30 days old to be past due. The Company used the allowance method for recognizing bad debts. When an account was deemed uncollectible, it was written off against the allowance. The Company generally does not require collateral for its accounts receivable. Management deems all accounts receivable to be collectible at November 30, 2016. Management has not recorded an allowance for doubtful accounts.accounts as of November 30, 2017 or August 31, 2017.

Inventory

Inventory is recorded at the lower of cost or market and the cost of sales are recorded utilizing the first in first out (“FIFO”) method.

Property, Equipment and DepreciationFixed Assets

Property and equipment is recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of three years for computer equipment, five years for office furniture and fixtures, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements if any, would beare amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred.

Accounting for Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”.Assets.” This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable and accrued expenses, and short term loans the carrying amounts approximate fair value due to their short maturities.

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

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Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition

The Company recognizes revenue for ourits services in accordance with ASCAccounting Standards Codification (“ASC”) 605-10, "Revenue Recognition in Financial Statements."“Revenue Recognition.” Under these guidelines,this guidance, revenue is recognized on transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has fourthree primary revenue streams as follows:

	·	Sales of specialty coffee and complementary food products.
	·	Coffee school.
	·	Coffee services.
	·	Sale of hot sauce products.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

Advertising

Advertising is expensed as incurred and is included in selling,other general and administrative expenses on the accompanying condensed consolidated statement of operations. For the three months ended November 30, 20162017 and 20152016 advertising expense was $6,038$8,137 and $1,214,$6,038, respectively.

Income Taxes

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.740, “Income Taxes.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of November 30, 2016,2017, tax years 2014 - 20162017 remain open for IRS audit and tax years 2015 – 20162015–2017 remain open for HM Revenue & Customs (“HMRC”) audit. The Company has received no notice of audit from the IRS andor HMRC for any of the open tax years.

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common stock shares outstanding during the period.

Foreign Currency Translation and Transactions

The British Pound (“£”) is the functional currency of DEPT-UK and Tapped whereas the financial statements are reported in United States Dollar (“USD,” “$”). Assets and liabilities are translated based on the exchange rates at the condensed consolidated balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of stockholders’ equity and other comprehensive income.

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Comprehensive Income (Loss)Loss

The Company reports comprehensive income (loss)loss and its components in its consolidated financial statements. Comprehensive income (loss)loss consists of net loss andon foreign currency translation adjustments affecting stockholders’ equity that, under U.S. GAAP, are excluded from net loss. As of November 30, 2016,2017, the exchange rate between U.S. Dollars and British Pounds was U.S. $1.2485323065US$1.35 = £1.00, and the weighted average exchange rate for the three months ended November 30, 20162017 was U.S. $1.28787153US$1.32 = £1.00. As of August 31, 2016,2017, the exchange rate between U.S. Dollars and British Pounds was U.S. $1.43531US$1.29 = £1.00, and the weighted average exchange rate£1.00.

Going Concern

The Company has a net loss for the three months ended November 30, 2015 was2017 of $273,529 and a working capital deficit as of November 30, 2017 of $1,579,200, and has cash provided by operations of $792,804 for the three months ended November 30, 2017. In addition, as of November 30, 2017, the Company had a stockholders’ equity and accumulated deficit of $2,315,538 and $3,039,896, respectively. Without further funding, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. $1.488 = £1.00.GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these unaudited financial statements. The accounting pronouncements and updates issued subsequent to the date of these audited financial statements that were considered significant by management were evaluated for the potential effect on these audited financial statements. Management does not believe anythat some of the subsequent pronouncements will have a material effect on these audited financial statements as presented and does not anticipate the need for any future restatement of these audited financial statements because of the retro-active application of any accounting pronouncements issued subsequent to November 30, 20162017 through the date these audited financial statements were issued.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expectexpects the ASU to have a material effect on the Company’s results of operations and financial position, and the ASU will have no effect on cash flows.

ASU 2014-09, Revenue – Revenue from Contracts with Customers. In May 2014, the FASB issued a new accounting standard that requires recognition of revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The FASB has also issued several updates to ASU 2014-09. The new standard supersedes U.S. GAAP guidance on revenue recognition and requires the use of more estimates and judgments than the present standards. It also requires additional disclosures. We will adopt the new revenue guidance effective January 1, 2017, by recognizing the cumulative effect of initially applying the new standard as an increase to the opening balance of retained earnings. We expect this adjustment to be less than $100 million, with an immaterial impact to our net income on an ongoing basis. Adoption of the new standard will also result in changes in classification between Revenues, Cost of sales, Non-Financial Services interest income and other income/(loss), net, and Financial Services other income/(loss), net.

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NOTE 2 – ENTRY INTO A DEFINITIVE AGREEMENT

Acquisition of Department of CoffeeTapped and Social Affairs LimitedPacked Ltd

DOCASA, Inc. (f/k/a FWF Holdings, Inc., the “Public Company,” “we,” “us,” “our”)On November 1, 2017, DEPT-UK entered into an acquisition agreement (the “Acquisition“Tapped Acquisition Agreement”) with Department of Coffee and Social Affairs Limited (the “Private Company”),Tapped, a United Kingdom corporation. Prior to the acquisition, Pankaj Rajani, an officer and director of the Public Company, through Atlantik, acquired 115,000,000, or 75.8% of the outstanding shares of DOCASA, Inc. (f/k/a FWF Holdings, Inc.), the public company. Stefan Allesch-Taylor,Richard Lilley, an individual and the Private Company’s chairman (“Allesch-Taylor,” or “Shareholder”Lilley”), was the owner of record of 99.8% of the voting100 capital shares of the Private Company (the “Private Company Stock”).Tapped. Pursuant to the Tapped Acquisition Agreement, the Private Company StockTapped stock was transferred to the Public CompanyDEPT-UK on November 1, 2017, in consideration of £175,000 and 1,546,875 shares of common stock of the PublicCompany. The £175,000 was paid in October 2017 as a prepayment to the completion date of November 1, 2017. Stefan Allesch-Taylor (“Allesch-Taylor”), Chairman of the Company, issuing Shareholder 170,000,000utilized his personally owned shares of common stock of the Company, and assigned the 1,546,875 shares (the “New Shares��“Allesch-Taylor Shares”) from his ownership to Lilley. In exchange for the use of the PublicAllesch-Taylor Shares, which were provisionally valued at $1,918,125 (“Provisional Share Compensation Value”), the Board of Directors issued Allesch-Taylor 1,325,000 Preference Shares of DEPT-UK. The Provisional Share Compensation Value was determined by the previous day’s closing price of $1.24 per share. The Company’s common stock tois thinly-traded and an insignificant amount of stock traded has historically caused significant fluctuations in the Shareholder (or his designees) in an initial tranche of 110,000,000 shares and a subsequent tranche of 60,000,000 shares. The Public Company issued Shareholder 110,000,000 fully paid and nonassessable shares of the Public Company’s restricted common stock at the time of the execution of the Agreement. The Public Company shall issue a second tranche of 60,000,000 fully paid and nonassessable sharesprice per share of the Company’s restrictedcommon stock. The Company will utilize an independent third-party business valuation to determine the value of Tapped, as well as get an independent valuation of the Company’s common stock (the “Deferred Shares”) at a time to be determined by the Public Company’s Board of Directors, but no later than August 31, 2017. The Deferred Shares are not conditional or contingent on any event or action by any partyas of the Agreement. As a resultdate of the Acquisition Agreement,transaction. Management believes that the Private Company becameseparate valuations will determine a subsidiaryfair and reasonable valuation thereby reducing the provisional goodwill recorded, as of the Public Company. See Notes 1, 5, 6 and 9.

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

2017, of $2,185,012. The Allesch-Taylor Shares of common stock were assigned to Lilley on or about October 19, 2017 and were released in accordance to the agreement. See Note 1, 8, 9 and 14. Also in connection with the Tapped Acquisition Agreement: (i) Allesch-TaylorAgreement, Gill and GillLopez were appointed to serve on DOCASA’sTapped’s Board of Directors, serving as Chairman and Vice-Chairman, respectively; and (ii) Ashley Lopez (“Lopez”) was appointed Chief Executive Officer and President and Kazi Shahid (“Shahid”) was appointed Chief Financial Officer. Allesch-Taylor, Gill, Lopez and Shahid will maintain the same positions of DEPT-UK.

The transaction was accounted for as a reverse acquisition. As such, the future period equity amounts will be retro-actively restated to reflect the equity instruments of the accounting acquirer.Directors.

The following table summarizes the consideration given for DEPT-UK and the fair values of the assets and liabilities assumed at the acquisition date.

The Company has determined that the goodwill of $46,566 is impairedrevenue and has been expensed accordinglyearnings for Tapped, as reflected in the periodunaudited condensed consolidated statement of operations, for the one month ended November 30, 2016.2017, to reflect the period from acquisition, is $204,181 and $28,595, respectively.

Accounting Treatment of the Merger

For financial reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and Private Company is deemed to be the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. Private Company is the acquirer for financial reporting purposes and the Public Company (DOCASA, Inc., f/k/a FWF Holdings, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Share Exchange will be those of the Private Company and will be recorded at the historical cost basis of the Private Company, and the financial statements after completion of the Share Exchange will include the assets and liabilities of the Public Company and the Private Company, and the historical operations of Private Company and operations of both companies from the closing date of the Share Exchange.

Commercial Agreement

On April 29, 2015, the Board of Directors of DOCASA authorized the execution of that certain commercial agreement (the "Agreement") with Alimentos Kamuk Internacional (Costa Rica) S.A. ("AKI"). In accordance with the terms and provisions of the Agreement, the Company has agreed to purchase the hot sauce manufactured by AKI (the "Hot Sauce") with a purchase price (the "Purchase Price") that is subject to a 5%-7% annual price increase based on increased in production costs and raw materials and a potential volume discount starting from 10 pallets of a single product. For the first order, the Purchase Price shall be payable in full in advance and for subsequent orders, the Purchase Price shall be payable 50% in advance and the remaining balance net 30 days. In the event the relationship continues between the Company and AKI and exceeds $100,000 annually, revisions in the payment terms can be negotiated.

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

In further accordance with the terms and provisions of the Agreement: (i) all packaging material design will be the Company's property and will be used by AKI for such products; (ii) AKI shall guarantee a one year shelf life and in the event the shelf life is extended by the Company, the Company will indemnify AKI and be responsible for any damages, claims or returns; (iii) the Company shall supply the artwork for the labels; and (iv) the Company shall cover all expenses associated with customs clearance, taxes or charges incurred during importing of the Hot Sauce.

NOTE 3 – GOING CONCERN

The accompanying financial statements and the factors within it, have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and the ability of the Company to continue as a going concern for a reasonable period of time. The Company sustained net losses of $58,820 and cash provided by operating activities of $86,710 for the three months ended November 30, 2016. The Company had a working capital deficit, stockholders’ equity and accumulated deficit of $102,699, $509,867 and $1,399,422, respectively, at November 30, 2016. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts. 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.

NOTE 4 – RECEIVABLES

As of November 30, 2016 and August 31, 2016, the Company has trade receivables of $568,078 and $368,807, respectively. The receivables are as follows:

		November 30,				August 31,
		2016				2016
Trade receivables		$	579,056			$	380,396
Allowance for doubtful accounts			(10,978	)			(11,589	)
Receivables, net		$	568,078			$	368,807

NOTE 5 – INVENTORY

The Company has inventory of various items used for the sale of coffee and complementary products. As of November 30, 20162017, and August 31, 2016,2017, the Company had inventory for the coffee segment of $36,934$108,691 and $40,323,$47,477, respectively. The Company accounts for its inventory using the lower of cost or market and the cost of sales are recorded utilizing the first in first out (“FIFO”) method.

As of November 30, 2016, the Company had 49 cases containing 12 bottles per case (588 bottles). As of November 30, 2016 and August 31, 2016, the Company had inventory for the hot sauce segment of $731 and $0 (actual amount was $731 but due to the reverse merger, is not reflected on the August 31, 2016 balance sheet), respectively. Inventory is recorded at the lower of cost or market and the cost of sales are recorded utilizing the FIFO method.

The inventory is as follows:

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DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

NOTE 64 – FIXED ASSETS

The Company has fixed assets including computer equipment, office equipment, site equipment and machinery, site fit out costs, site furniture, fixtures and fittings. As of November 30, 2016 and August 31, 2016, the Company had fixed assets of $1,244,202 and $1,126,093, respectively, with accumulated depreciation of $452,953 and $451,466, respectively, for net fixed assets of $791,249 and $674,627, respectively. Variances between the two reporting periods may be due to the currency translation calculation. The fixed assets are as follows:

The depreciation expense for the three months ended November 30, 2017 and 2016, was $73,417 and 2015 was $30,784, and $36,554, respectively. The variance between the expense and the increase in accumulated depreciation is due to timing of the currency translation calculation.

NOTE 75 – INTANGIBLE ASSETS

The Company has intangible assets related to website development. The amortization of the intangible assets is over a three-year period. As of November 30, 2016 and August 31, 2016, net of accumulated amortization, of $6,921 and $9,065, respectively. Variances between the two reporting periods may be due to the currency translation calculation. The intangible assets are as follows:

The amortization expense for the three months ended November 30, 2017 and 2016, was $607 and $1,719, (£1,335).respectively. The variance between the expense and the increase in accumulated amortization is due to timing of the currency translation calculation. Amortization, based on the currency translation calculation as of the date of this report, for the next five years, is as follows:

2018		$	7,731
2019			4,954
2020			-
2021			-
2022			-
Total		$	12,685

  

NOTE 86 – INVESTMENTS

On January 12, 2017, Allesch-Taylor purchased the Company’s original investment of £5,000 for a 5% ownership of Radio Station (f/k/a Soho Radio Ltd.) for £5,000 of his issued preference shares in DEPT-UK. The relationship with Radio Station will continue to provide the Company with intangible benefits. As the Company hashad previously impaired £4,000 of the investment as of August 31, 2015, the exchange will resultresulted in a gain on the transaction and will be recorded accordingly. The Company had previously impaired the investment as the investment would only provide intangible benefits, which, after this transaction, willare still anticipated to be applicable. Asto the benefit of November 30, 2016 and August 31, 2016, the balance was $1,249 and $1,318, respectively, with the variance due to currency translations.Company. See Notes 10, 118 and 15.9.

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NOTE 97 – NOTES PAYABLE

The Company has notes payable as of November 30, 20162017 and August 31, 20162017 are as follows:

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Notes payable - current
		November 30, 2017												August 31, 2017
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
Arch Investments		$	2,194			$	-			$	2,194			$	2,194			$	-			$	2,194
Arch Investments			5,067				-				5,067				5,067				-				5,067
Arch Investments			5,065				-				5,065				5,065				-				5,065
Arch Investments			15,873				-				15,873				15,873				-				15,873
Arch Investments			4,349				-				4,349				4,349				-				4,349
HSBC			112,005				-				112,005				-				-				-
Woodgrove Bank			22,470				-				22,470				-				-				-
Total		$	167,023			$	-			$	167,023			$	32,548			$	-			$	32,548

DOCASA, INC.

(f/k/a FWF Holdings, Inc.)

Notes to Condensed Financial Statements

November 30, 2016

(unaudited)

Notes payable - current
		November 30, 2016												August 31, 2016
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
Nami Shams (1)		$	2,194			$	-			$	2,194			$	-			$	-			$	-
Arch Investments (1)			5,067				-				5,067				-				-				-
Nami Shams (1)			5,065				-				5,065				-				-				-
Nami Shams (1)			15,873				-				15,873				-				-				-
Nami Shams (1)			4,349				-				4,349				-				-				-
HSBC			-				-				-				18,368				-				18,368
Total		$	32,548			$	-			$	32,548			$	18,368			$	-			$	18,368
(1) The balance for August 31, 2016 of $32,548 is not reflected on the balance sheet due to the reverse merger.  The Company assumed this liability as a condition of the reverse merger.
Notes payable - non-current
		November 30, 2016												August 31, 2016
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
Deij Capital Limited		$	1,040			$	-			$	1,040			$	39,540			$	-			$	39,540
HSBC			290,909				-				290,909				170,257				-				170,257
Total		$	291,949			$	-			$	291,949			$	209,797			$	-			$	209,797

On February 1, 2010, DEPT-UK entered into a business loan with International Capital Corporation (“ICC”), which is controlled by George Raphael (“Raphael”). The loan is for 7 years, with no interest. The imputed interest is deemed immaterial as of November 30, 2016. The loan was for $1,353,645 (£850,000) to be drawn down as and when required. On June 30, 2016, ICC converted the balance due of $255,450 (£192,745) into 192,745 shares of Preference Shares (see Note 11). The outstanding principal as of November 30, 2016 and August 31, 2016 was $0 (£0) and $0 (£0), respectively. See Note 10.

Notes payable - non-current
		November 30, 2017												August 31, 2017
						Accrued												Accrued
		Principal				Interest				Total				Principal				Interest				Total
Deij Capital Limited (1)		$	11,417			$	-			$	11,417			$	70,079			$	-			$	70,079
Woodgrove Bank			68,348				-				68,348				-				-				-
HSBC			289,394				-				289,394				409,718				-				409,718
Total		$	369,159			$	-			$	369,159			$	479,797			$	-			$	479,797
(1) Related party