UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedDecember 31, 2018
OR
[ ] 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:333-199583
| THE COFFEESMITHS COLLECTIVE, INC. | ||
| (f/k/a DOCASA, Inc.) |
(Exact name of registrant as specified in its charter)
| Nevada | 47-1405387 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1901 North Roselle Road, Suite 800 Schaumburg, Illinois | 60195 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(630) 250-2709
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [X] Yes [ ] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [X] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
| Non-Accelerated Filer | [ ] | Smaller Reporting Company | [X] |
| Emerging Growth Company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
On June 30, 2018, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $40,010,300, based upon the closing price on that date of the common stock of the registrant on the OTC Link system of $0.80/share. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its common stock are deemed affiliates of the registrant.
As of April 12, 2019, the registrant had 160,012,875 shares of its common stock, $0.001 par value, outstanding. The Company has 47,087,125 shares of its common stock conditionally issuable.
EXPLANATORY NOTE
The Coffeesmiths Collective, Inc. (the “Company”) is filing this Current Report on Form 10-K/A (“Amendment No. 1”) to amend its Current Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2019 (the “Initial Report”), which had two administrative errors; one on the Statements of Operations and the other on the Statements of Cash Flow.
The information previously reported in the Initial Report is hereby incorporated by reference into this Amendment No. 1. This Amendment No. 1 is being filed solely to provide the information required by Item 8. Of Form 10-K and does not amend the Initial Report in any manner other than such Item 8.
The updates in Amendment No. 1 were already included elsewhere in the Initial Report but were not appropriately updated on these two pages, as follows:
Statements of Operations – The foreign currency translation profit (loss) for 2018 was incorrectly reported as $393,465 whereas it should have been $(107,524). As a consequence of this administrative error, total comprehensive loss was reported as $(2,284,758) whereas it should have been $(2,785,746).
Statements of Cash Flow – The non-cash investing and financing activities for the four months ended December 31, 2017 had reported acquisitions – inventory, acquisitions – prepaid expenses, acquisitions – fixed assets, net, acquisitions – deposits, acquisitions – accrued expenses, and acquisitions – loans as zero. Each balance has been corrected in Amendment No. 1.
| 2 |
THE COFFEESMITHS COLLECTIVE, INC.
(f/k/a DOCASA, Inc.)
and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
| For the year | For the four | For the year | ||||||||||
| ended | months ended | ended | ||||||||||
| December 31, | December 31, | August 31, | ||||||||||
| 2018 | 2017 | 2017 | ||||||||||
| Revenue, net | $ | 10,049,846 | $ | 2,066,111 | $ | 4,180,483 | ||||||
| Operating expenses | ||||||||||||
| Direct costs of revenue | 6,794,062 | 1,618,963 | 3,633,591 | |||||||||
| Professional fees | 270,416 | 102,533 | 171,181 | |||||||||
| Rent | 1,488,265 | 252,528 | 463,655 | |||||||||
| Depreciation and amortization | 543,036 | 101,817 | 191,025 | |||||||||
| Property taxes | - | - | 10,461 | |||||||||
| Other general and administrative expenses | 3,540,439 | 496,071 | 1,091,080 | |||||||||
| Operating loss | (2,586,371 | ) | (505,801 | ) | (1,380,510 | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest expense | (82,348 | ) | (10,293 | ) | - | |||||||
| Impairment expense | (13,582 | ) | - | (46,566 | ) | |||||||
| Loss before provision for income taxes | (2,682,300 | ) | (516,094 | ) | (1,427,076 | ) | ||||||
| Provision for income tax | - | - | - | |||||||||
| Net loss before non-controlling interest | (2,682,300 | ) | (516,094 | ) | (1,427,076 | ) | ||||||
| Loss attributable to non-controlling interest | 4,077 | 638 | 1,230 | |||||||||
| Net loss attributable to common shareholders | $ | (2,678,222 | ) | $ | (515,456 | ) | $ | (1,425,846 | ) | |||
| Foreign currency translation profit (loss) | (107,524 | ) | 199,814 | (33,723 | ) | |||||||
| Total comprehensive loss | $ | (2,785,746 | ) | $ | (315,642 | ) | $ | (1,459,569 | ) | |||
| Net loss attributable to common shareholders per share | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
| Weighted average number of shares outstanding | 208,288,685 | 207,100,000 | 207,025,000 | |||||||||
See accompanying notes to consolidated financial statements.
| 3 |
The Coffeesmiths Collective, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows
| For the Year | For the Four | For the Year | ||||||||||
| Ended | Months Ended | Ended | ||||||||||
| December 31, | December 31, | August 31, | ||||||||||
| 2018 | 2017 | 2017 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss attributable to common shareholders | $ | (2,682,302 | ) | $ | (516,094 | ) | $ | (1,425,846 | ) | |||
| Adjustments to reconcile net loss before taxes and non-controlling interest to net cash provided by (used in) operations: | ||||||||||||
| Depreciation and amortization expense | 543,036 | 101,817 | 190,645 | |||||||||
| Other comprehensive income | (107,524 | ) | 199,814 | (33,723 | ) | |||||||
| Impairment expense | - | - | 46,566 | |||||||||
| Bad debt expense | - | - | 423,680 | |||||||||
| Non-controlling interest gain | - | - | (1,230 | ) | ||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | (94,243 | ) | 216,420 | (551,695 | ) | |||||||
| Other receivables | - | - | 114,874 | |||||||||
| Prepaid expenses | (21,410 | ) | (261,446 | ) | 153,979 | |||||||
| Inventory | (59,235 | ) | 1,950 | (7,154 | ) | |||||||
| Prepaid expenses and other assets | - | - | (32,678 | ) | ||||||||
| Other non-current receivables | 8,349 | (1,840 | ) | - | ||||||||
| Deposits | (235,652 | ) | (2,211 | ) | - | |||||||
| Accounts payable | 703,561 | 43,261 | 322,133 | |||||||||
| Accounts payable to related parties | 10,064 | (40,867 | ) | - | ||||||||
| Accrued expenses | (1,621,887 | ) | 282,167 | (35,665 | ) | |||||||
| Taxes payable | 140,379 | (32,079 | ) | 78,585 | ||||||||
| Deferred revenue | 5,598 | 2,973 | 26,104 | |||||||||
| Net cash used in operating activities | (3,411,266 | ) | (6,135 | ) | (731,424 | ) | ||||||
| Cash flows used in investing activities: | ||||||||||||
| Acquisition of fixed assets | (1,936,809 | ) | (38,294 | ) | (831,296 | ) | ||||||
| Acquisition of intangible assets | - | (4,779 | ) | - | ||||||||
| Investments | - | - | 29 | |||||||||
| Cash paid for acquisitions | (2,242,170 | ) | - | - | ||||||||
| Cash acquired from acquisitions | 256,550 | 200,582 | - | |||||||||
| Acquisition of Tapped, net | - | (243,937 | ) | - | ||||||||
Advance to related party | (511,738 | ) | - | - | ||||||||
| Net cash used in investing activities | (4,434,167 | ) | (86,428 | ) | (831,267 | ) | ||||||
| Cash flows from (used in) financing activities: | ||||||||||||
| Proceeds from notes payable | - | - | 3,229,558 | |||||||||
| Payments on notes payable to related parties | - | (58,667 | ) | - | ||||||||
| Payments on capital leases | (108,425 | ) | (75,270 | ) | (57,986 | ) | ||||||
| Contributions of capital | - | 1,289 | - | |||||||||
| Sale of preference shares | 10,592,782 | 611,769 | 638,037 | |||||||||
| Payments on notes payable | (213,811 | ) | (364,155 | ) | (2,244,654 | ) | ||||||
| Net cash provided by (used in) financing activities | 10,269,921 | 114,966 | 1,564,955 | |||||||||
| Net increase (decrease) in cash | 2,428,488 | 22,403 | 2,263 | |||||||||
| Cash at beginning of period | 115,803 | 93,400 | 91,137 | |||||||||
| Cash at end of period | $ | 2,540,291 | $ | 115,803 | $ | 93,400 | ||||||
| 4 |
The Coffeesmiths Collective, Inc.
and Subsidiaries
Consolidated Statements of Cash Flows
| For the Year | For the Four | For the Year | ||||||||||
| Ended | Months Ended | Ended | ||||||||||
| December 31, | December 31, | August 31, | ||||||||||
| 2018 | 2017 | 2017 | ||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for interest | $ | 32,138 | $ | 10,293 | $ | - | ||||||
| Cash paid for taxes | $ | - | $ | - | $ | 606 | ||||||
| Non-cash investing and financing activities: | ||||||||||||
| Acquisitions - Goodwill | $ | 9,372,020 | $ | 2,013,119 | $ | - | ||||||
| Acquisitions - Accounts receivable, net | $ | 225,520 | $ | - | $ | - | ||||||
| Acquisitions - Inventory | $ | 235,651 | $ | (51,411 | ) | $ | - | |||||
| Acquisitions - Loan receivable | $ | 6,130 | $ | - | $ | - | ||||||
| Acquisition - Prepaid expenses | $ | 135,320 | $ | (95,052 | ) | $ | - | |||||
| Acquisitions - Fixed assets, net | $ | 1,808,465 | $ | (73,3337 | ) | $ | - | |||||
| Acquisitions - Intangible assets, net | $ | 126,209 | $ | - | $ | - | ||||||
| Acquisitions - Deposits | $ | 79,737 | $ | (119,999 | ) | $ | - | |||||
| Acquisitions - Accounts payable | $ | 539,347 | $ | - | $ | - | ||||||
| Acquisitions - Accrued expenses | $ | 1,917,994 | $ | 195,621 | $ | - | ||||||
| Acquisitions - Loans | $ | 1,437,798 | $ | 369,586 | $ | - | ||||||
| Assets acquired with capital leases | $ | - | $ | 191,761 | $ | - | ||||||
| Issuance of common stock for acquisitions | $ | 1,673,081 | $ | - | $ | - | ||||||
| Issuance of preference shares for acquisitions | $ | 3,506,434 | $ | - | $ | - | ||||||
| Issuance of preference shares for capital lease | $ | - | $ | 1,918,125 | $ | - | ||||||
| Assets acquired from capital leases | $ | 158,645 | $ | - | $ | - | ||||||
| Contingent consideration | $ | 928,965 | $ | - | $ | - | ||||||
| Fixed asset additions by capital leases | $ | - | $ | - | $ | 357,967 | ||||||
| Payment of services by third party | $ | - | $ | - | $ | 82,592 | ||||||
| Preference shares issued for debt | $ | - | $ | - | $ | 605,511 | ||||||
See accompanying notes to consolidated financial statements.
| 5 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| April 22, 2019 | By: | /s/ Ashley Lopez |
| Ashley Lopez, Principal Executive Officer | ||
| April 22, 2019 | By: | /s/ Phillip Maritz |
| Phillip Maritz, Principal Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| April 22, 2019 | By: | /s/ Stefan Allesch-Taylor |
| Stefan Allesch-Taylor | ||
| CBE, Chairman | ||
| April 22, 2019 | By: | /s/ Matthew Gill |
| Matthew Gill | ||
| Director |
| 6 |
