Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document And Entity Information | |
Entity Registrant Name | Spirit International, Inc. |
Entity Central Index Key | 1,610,607 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity a Well-known Seasoned Issuer | No |
Entity a Voluntary Filer | No |
Entity's Reporting Status Current | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 5,000,000 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2,017 |
BALANCE SHEETS (unaudited)
BALANCE SHEETS (unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 8,399 | $ 10,459 |
Accounts receivable | 2,500 | |
Total current assets | 8,399 | 12,959 |
TOTAL ASSETS | 8,399 | 12,959 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 11,328 | 8,000 |
Loan from related party | 41,537 | 42,037 |
Total Liabilities | 52,865 | 50,037 |
Stockholder's Equity (Deficit) | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized; 8,110,000 shares issued and outstanding as of March 31, 2017 and December 31, 2016 | 811 | 811 |
Paid in capital | 21,789 | 21,789 |
Accumulated deficit | (67,066) | (59,678) |
Total Stockholder's Deficit | (44,466) | (37,078) |
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | $ 8,399 | $ 12,959 |
BALANCE SHEETS (unaudited) (Par
BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, issued | 8,110,000 | 8,110,000 |
Common stock, outstanding | 8,110,000 | 8,110,000 |
STATEMENT OF OPERATIONS (unaudi
STATEMENT OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 2,000 | |
General and administrative:- | ||
Filing fees | 828 | 2,555 |
Other costs | 60 | 130 |
Professional fees:- | ||
Auditor's fees | 2,500 | 8,000 |
Legal fees | 4,000 | 2,000 |
Total operating expenses | (7,388) | (12,685) |
Net loss | $ (7,388) | $ (10,685) |
Net loss per share - basic and diluted | ||
Net loss per common share, basic and diluted, attributable to common shareholders (in dollars per share) | ||
Weighted-average number of common shares outstanding - basic and diluted (in shares) | 8,110,000 | 5,000,000 |
STATEMENT OF CASH FLOWS (unaudi
STATEMENT OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,388) | $ (10,685) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,000 | (2,000) |
Trade and other payables | 500 | (500) |
Advances to suppliers | 3,328 | (90) |
Net cash used by operating activities | (1,560) | (13,275) |
Cash Flows from Investing Activities | ||
Cash Flows from Financing Activities | ||
Short term borrowings - related party | (500) | 12,540 |
Net cash used by operating activities | (500) | 12,540 |
Increase/(Decrease) in cash and cash equivalents | (2,060) | (735) |
Cash and cash equivalents at beginning of the period | 10,459 | 1,441 |
Cash and cash equivalents at end of the period | $ 8,399 | $ 706 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION Spirit International, Inc. (the “Company”) is a Nevada Corporation incorporated on March 10, 2014. The Company plans to market a unique brand of Australian whiskey for export to Western Europe and the Middle East. Basis of Presentation The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars. Fiscal Year End The Corporation has adopted a fiscal year end of December 31. Unaudited Interim Financial Statements The interim financial statements of the Company as of March 31, 2017, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2017, and the results of its operations and its cash flows for the period ended March 31, 2017. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2017. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2016, filed with the SEC, for additional information, including significant accounting policies. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated: Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates. Going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2017 the Company has an accumulated deficit from operations of $67,066 and has not earned revenues sufficient to cover operating costs and has a working capital deficit of $44,466. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2017. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer non-cash consideration as a means of financing its operations. If the Company is unable to obtain revenue-producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. Intangible Assets Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment of Long-Lived Assets Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company periodically reviews whether changes have occurred that would require revisions to the carrying amounts of its definite lived, long-lived assets. When the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. Property, plant and equipment The Company does not own any property, plant and equipment. Intellectual Properties The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Revenue Recognition The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured. The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped. Cost of Sales Cost of sales consists of the cost of merchandise sold to customers. Royalty Expense The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of the net profits of any business made throughout Europe and the Middle East on the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold. Income taxes Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Earnings per share The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share” ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares. As at March 31, 2017 the Company had no potentially dilutive shares. |
LOAN FROM RELATED PARTY
LOAN FROM RELATED PARTY | 3 Months Ended |
Mar. 31, 2017 | |
Loan From Related Party | |
LOAN FROM RELATED PARTY | NOTE 3 – LOAN FROM RELATED PARTY March 31, December 31, 2017 2016 (unaudited) $ $ Loan from related party 41,537 42,037 The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand. |
STOCKHOLDER'S DEFICIT
STOCKHOLDER'S DEFICIT | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDER'S DEFICIT | NOTE 4 – STOCKHOLDER’S EQUITY (DEFICIT) Common Stock On October 11, 2014, the Company issued 5,000,000 shares of common stock to the director of the Company at a price of $0.0001 per share, for $500 cash. During November 2016, the Company issued 222,000 shares of common stock to various stockholders at price of $0.01 per share, for $22,100 cash. At November 16, 2016 the company made a share split and gave 5 shares for every share, and issued 20,888,000 shares total 26,110,000. At December 1, 2016 the director cancelled by 18,000,000 shares of his. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5 – INCOME TAXES The (benefit)/provision for income taxes for the periods ended March 31, 2017 and December 31, 2016 differ from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. The components of these differences are as follows: March 31, March 31, 2017 2016 (unaudited) $ $ Net tax loss carry-forwards (7,388 ) 10,685 Statutory rate 15 % 15 % Expected tax recovery 1,108 1,603 Change in valuation allowance (1,108 ) (1,603 ) Income tax provision - - March 31, December 31, 2017 2016 (unaudited) $ $ Components of deferred tax assets: Non capital tax loss carry forwards 10,060 8,952 Less: (10,060 ) (8,952 ) Net deferred tax asset - - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS Details of transactions between the Company and related parties are disclosed below: The following entities have been identified as related parties: Zur Dadon - Director and greater than 10% stockholder March 31, December 31, 2017 2016 (unaudited) The following transactions were carried out with related parties: $ $ Balance sheets: Loan from related party - director 41,537 42,037 From time to time, the director and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. |
SUMMARY OF SIGNIFICANT ACCOUN13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Going concern | Going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2017 the Company has an accumulated deficit from operations of $67,066 and has not earned revenues sufficient to cover operating costs and has a working capital deficit of $44,466. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2017. |
Cash and cash equivalents | Cash and cash equivalents Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. |
Intangible Assets | Intangible Assets Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company periodically reviews whether changes have occurred that would require revisions to the carrying amounts of its definite lived, long-lived assets. When the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. |
Property, plant and equipment | Property, plant and equipment The Company does not own any property, plant and equipment. |
Intellectual Properties | Intellectual Properties The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development. Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment. Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred. Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually. |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured. The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped. |
Cost of Sales | Cost of Sales Cost of sales consists of the cost of merchandise sold to customers. |
Royalty Expense | Royalty Expense The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of the net profits of any business made throughout Europe and the Middle East on the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold. |
Income taxes | Income taxes Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
Earnings per share | Earnings per share The Company computes net loss per share in accordance with ASC 260, “Earnings Per Share” ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares. As at March 31, 2017 the Company had no potentially dilutive shares. |
LOAN FROM RELATED PARTY (Tables
LOAN FROM RELATED PARTY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Notes to Financial Statements | |
Schedule of loan due to related party | March 31, December 31, 2017 2016 (unaudited) $ $ Loan from related party 41,537 42,037 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | The components of these differences are as follows: March 31, March 31, 2017 2016 (unaudited) $ $ Net tax loss carry-forwards (7,388 ) 10,685 Statutory rate 15 % 15 % Expected tax recovery 1,108 1,603 Change in valuation allowance (1,108 ) (1,603 ) Income tax provision - - March 31, December 31, 2017 2016 (unaudited) $ $ Components of deferred tax assets: Non capital tax loss carry forwards 10,060 8,952 Less: (10,060 ) (8,952 ) Net deferred tax asset - - |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following entities have been identified as related parties: Zur Dadon - Director and greater than 10% stockholder March 31, December 31, 2017 2016 (unaudited) The following transactions were carried out with related parties: $ $ Balance sheets: Loan from related party - director 41,537 42,037 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated deficit | $ (67,066) | $ (59,678) |
Working capital deficit | (44,466) | |
Federal deposit insurance corporation | $ 250,000 | |
License and Distribution Agreement [Member] | New World Distilleries (Pty) Ltd [Member] | Blue Harbour Whiskey Brand [Member] | Europe and Middle East [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of royalty on net profits | 2.00% | |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years |
LOAN FROM RELATED PARTY (Detail
LOAN FROM RELATED PARTY (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Loan from related party | $ 41,537 | $ 42,037 |
Loans Payable [Member] | Mr. Zur Dadon (Director and greater than 10% stockholder) [Member] | ||
Loan from related party | $ 41,537 | $ 42,037 |
Description of collateral | Loan is unsecured. | |
Description of interest rate terms | Bears no interest. | |
Description of repayment terms | Loan is repayable on demand. |
STOCKHOLDER'S EQUITY (DEFICIT)
STOCKHOLDER'S EQUITY (DEFICIT) (Details Narrative) - USD ($) | Dec. 01, 2016 | Nov. 16, 2016 | Oct. 11, 2014 | Nov. 30, 2016 |
Share price (in dollars per share) | $ 0.01 | |||
Number of shares issued to stockholders | 222,000 | |||
Shares issued on cash to stockholders | $ 22,100 | |||
Description of stock splits | 5 shares for every share. | |||
Split of common stock | 20,888,000 | |||
Number of shares issued | 26,110,000 | |||
Mr. Zur Dadon (Director and greater than 10% stockholder) [Member] | ||||
Number of shares cancelled | 18,000,000 | |||
Mr. Zur Dadon (Director and greater than 10% stockholder) [Member] | ||||
Number of shares issued for services | 5,000,000 | |||
Share price (in dollars per share) | $ 0.0001 | |||
Number of shares issued for services, value | $ 500 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net tax loss carry-forwards | $ (7,388) | $ 10,685 |
Statutory rate | 15.00% | 15.00% |
Expected tax recovery | $ 1,108 | $ 1,603 |
Change in valuation allowance | (1,108) | (1,603) |
Income tax provision |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Components of deferred tax assets: | ||
Non capital tax loss carry forwards | $ 10,060 | $ 8,952 |
Less: valuation allowance | (10,060) | (8,952) |
Net deferred tax assets |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Loan from related party - Director | $ 41,537 | $ 42,037 |
Loans Payable [Member] | Mr. Zur Dadon (Director and greater than 10% stockholder) [Member] | ||
Loan from related party - Director | $ 41,537 | $ 42,037 |
RELATED PARTY TRANSACTIONS (D23
RELATED PARTY TRANSACTIONS (Details Narrative) - Loans Payable [Member] - Mr. Zur Dadon (Director and greater than 10% stockholder) [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Description of interest rate terms | Bears no interest. |
Description of repayment terms | Loan is repayable on demand. |