BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation – US GAAP Significant Estimates Segment Reporting Disclosed About Segments of an Enterprise and Related Information.) SIGNIFICANT ACCOUNTING POLICIES (continued) Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statement of operations. Therefore, the Company has determined that it operates in a single operating segment. For the six months ended June 30, 2019 and 2018 all material assets and revenues of the Company where in the United States except as disclosed in Note 3. Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At June 30, 2019, the Company had approximately $4.3 million in excess of the Federal Deposit Insurance Corporation limit. For the six months ended June 30, 2019 and 2018, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2019 2018 A* 12.7 % 7.9 % B* 12.5 % 13.8 % All other 74.8 % 78.3 % Total 100.0 % 100.0 % Revenues from customer A are derived from a customer located in United States and customer B are derived from a customer located in Sweden. Revenues from all other customers were mainly derived in the United States. At June 30, 2019 and December 31, 2018, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2019 2018 A* 35.5 % 46.2 % All other 64.5 % 53.8 % Total 100.0 % 100.0 % * Receivables from customer A are derived from a customer located in Sweden. Cash Equivalents Accounts Receivable Inventories Property and Equipment Impairment of Long-Lived Assets Revenue Recognition Revenue is derived from the sale of beverages. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Any discounts, slotting fees, sales incentives or similar arrangements with the customer are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue. Customer Advances Advertising Costs Research and Development Foreign Currency Translation-Chinese Yuan Renminbi — As of and for the six months ended June 30, 2019 and June 30, 2018, the exchange rates used to translate amounts in Chinese Yuan into USD for the purposes of preparing the consolidated financial statements were as follows: June 30, June 30, Exchange rate on balance sheet dates USD : CNY exchange rate 6.87 6.62 Average exchange rate for the period USD : CNY exchange rate 6.89 6.46 Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at June 30, 2019 and December 31, 2018. Income Taxes — Accounting for Uncertain Income Tax Positions. 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 uncertain tax benefits in the accompanying balance sheet 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 uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, Earnings per Share During the six months ended June 30, 2019, the common share equivalents attributable to convertible debt and stock options & warrants equate to 3,202,355 and 1,347,644 of potential additional shares of common stock respectively. The effects of dilutive instruments have been presented for the year-to-date net income as of June 30, 2019. Other periods presented do not reflect the dilutive shares, as the effects would be anti-dilutive due to the fact that losses are being reflected for those periods. Please refer to the below table for additional details: For the three months For the six months 2019 2018 2019 2018 Net income (loss) available to common stockholders $ (1,473,295 ) $ (3,391,822 ) $ 10,183,299 $ (6,351,017 ) Adjustments for diluted earnings Interest expense on convertible notes - - 243,108 - Amortization of discount on notes payable - - 178,823 - Diluted net income (loss) available to common stockholders $ (1,473,295 ) $ (3,391,822 ) $ 10,605,230 $ (6,351,017 ) Income (Loss) per share: Basic $ (0.03 ) $ (0.07 ) $ 0.18 $ (0.13 ) Diluted $ (0.03 ) $ (0.07 ) $ 0.17 $ (0.13 ) Weighted average shares outstanding: Basic 57,336,117 51,003,803 57,267,622 48,952,357 Diluted 57,336,117 51,003,803 61,817,621 48,952,357 Share-Based Payments Cost of Sales Operating Expenses Shipping and Handling Costs Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In June 2016, the FASB issued ASU No. 2016-13 & updated in Nov 2018 ASU 2018-19, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. ASU 2016-13 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2019. Early adoption is permitted after fiscal years beginning December 15, 2018. The Company is currently evaluating the potential impact of adopting this guidance on our financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Company is currently assessing the impact of this standard on our consolidated financial statements. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements. Liquidity In addition to cash flow from operations, our primary sources of working capital have been private placements of our securities and our credit facilities with CD Financial, LLC (“CD Financial”), an affiliate of a principal shareholder of the Company, as well as Charmnew Limited and Grieg International Limited. Charmnew Limited is an existing shareholder of record affiliated with Li Ka Shing, one of our principal shareholders. Grieg International Limited is an existing shareholder of record affiliated with Chau Hoi Shuen Solina, one of our principal shareholders. If our sales volumes do not meet our projections, expenses exceed our expectations, our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing, lower our working capital requirements and reduce other expenses or seek additional financing. |