Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 15, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | MONSTER PRODUCTS, INC. | |
Entity Central Index Key | 1,675,583 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 317,150,001 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Sep. 30, 2017 |
CURRENT ASSETS: | ||
Cash held in escrow | $ 20,000 | $ 20,000 |
Total current assets | 20,000 | 20,000 |
Total assets | 20,000 | 20,000 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,000 | |
Related party loan | 57,507 | 44,582 |
Total current liabilities | 59,507 | 44,582 |
Total liabilities | 59,507 | 44,582 |
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2018 and September 30, 2017 | ||
Common stock, $0.0001 par value; 175,000,000 shares authorized; 21,000,000 shares issued and outstanding as of March 31, 2018 and September 30, 2017 | 2,100 | 2,100 |
Additional paid in capital | 19,900 | 19,900 |
Accumulated deficit | (61,507) | (46,582) |
Total stockholders’ deficit | (39,507) | (24,582) |
Total liabilities and stockholders’ deficit | $ 20,000 | $ 20,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 175,000,000 | 175,000,000 |
Common stock, shares issued | 21,000,000 | 21,000,000 |
Common stock, shares outstanding | 21,000,000 | 21,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING EXPENSES: | ||||
General and administrative expenses | $ 5,175 | $ 14,925 | ||
Total operating expenses | 5,175 | 14,925 | ||
Net loss | $ (5,175) | $ 14,925 | ||
Basic and diluted net loss per common share | $ 0 | $ 0 | ||
Basic and diluted weighted average common shares outstanding | 21,000,000 | 20,000,000 | 21,000,000 | 20,000,000 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (5,175) | $ 14,925 | ||
Adjustments to reconcile net loss to cash provided by operating activities: | ||||
Expenses paid directly by officers treated as loans | 14,925 | |||
Changes in operating assets and liabilities | ||||
Increase (decrease) in accounts payable | ||||
Net cash used in operating activities | ||||
Net change in cash | ||||
Cash, beginning of period | 20,000 | |||
Cash, end of period end | $ 20,000 | 20,000 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for interest | ||||
Cash paid for income taxes |
Nature of Business
Nature of Business | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 - Nature of Business Monster Products, Inc. (formerly known as Atlantic Acquisition, Inc., and referred to herein as the Company) was incorporated under the laws of the State of Nevada on December 29, 2015 with the principal business objective of merging with or being acquired by another entity and is therefore a blank check company. The Company has elected a fiscal year end of September 30. |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the period March 31, 2018 the company has a net loss and an accumulated deficit. Currently, the Company has minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2018 | |
Basis Of Presentation | |
Basis of Presentation | Note 3 – Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. The balance sheet at March 31, 2018, has been derived from the Company’s audited financial statements as of that date. The unaudited financial statements included herein should be read in conjunction with the audited financial statements and the notes thereto that are included in the Company’s Annual Report, on Form 10-K for the year ended September 30, 2017, that was filed with the SEC on December 21, 2017. The results of operations for the three months ended March 31, 2018, are not necessarily indicative of the results to be expected for the full year. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 - Related Party Transactions During the three months ended March 31, 2018, the Company’s officers paid for $5,175 of general and administrative expenses on behalf of the Company. These payments have been recorded as loans from officers. As of March 31, 2018, the four officers loaned the Company $57,507 in total. The loans are unsecured, without interest and payable on demand. This Company’s office was provided rent free by an officer of the corporation and without any lease expiration date. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 5—Subsequent Events On February 13, 2018, Monster, Inc., a California corporation, and Monster, LLC, a Nevada limited liability company entered into a share exchange agreement (the “Share Exchange Agreement”), with Atlantic Acquisition Inc., a Nevada corporation (“AA”). Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC was treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. At the time of the Reverse Acquisition, AA was not engaged in any active business. Reference is made to Form 8-K filed on April 16, 2018 (the “Super 8-K”). On the closing for the Share Exchange Agreement, each stockholder and member of Monster, Inc. and Monster, LLC sold and conveyed all of the shares he or she currently owned in Monster, Inc. and Monster, LLC to AA, which interest constituted 100% of all of the issued and outstanding ownership interests in the Monster Entities. In consideration for the acquisition of 100% of the Monster Entities, AA issued 300,000,000 shares of its common stock to the current stockholders of Monster Entities pro rata in the respective amounts set forth in the Share Exchange Agreement and an aggregate of 5,000,000 shares held by AA insiders was cancelled. Prior to the closing of the Share Exchange Agreement, the Company was a shell Company with minimal operations. Monster, Inc. was founded by Mr. Noel Lee in 1978 and is headquartered in South San Francisco, California. Monster Products, Inc. together with approximately ten of its affiliates and subsidiaries created and established the Monster’s brand as end-to-end high-quality audio solutions for consumer and professional use. On April 12, 2018, AA issued an aggregate of 10,007,981 shares of Series A Convertible Preferred Stock to NL Finance Co, LLC and Noel Lee Living Trust dated November 28, 1998, two noteholders under common control of Mr. Noel Lee in exchange for the conversion of approximately $92,573,824 of the notes owed by Monster, LLC to the two noteholders. Such shares of Series A Convertible Preferred Stock shall not be convertible into the AA’s common stock until twenty-four (24) months after April 12, 2018 (the “Issuance Date”) and when convertible, may be converted to common stock of the Company in the sole discretion of the noteholders at the lower of $4.00 per share (the “Conversion Price”), or (i) the volume weighted average price (“VWAP”) for a period of twenty (20) trading days prior to conversion or (ii) if there is no active trading market for the Company’s Common Stock, then the Fair Market Value (the “FMV”) of the Company’s per share price of common stock. On May 7, 2018, AA filed a Certificate of Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Nevada. Pursuant to the Certificate of Amendment, among other things, AA changed its name from Atlantic Acquisition Inc. to Monster Products, Inc. and increased its authorized shares of common stock from 400,000,000 to 800,000,000, par value $0.001 per share. The Certificate of Amendment became effective on May 7, 2018. Reference is made to Form 8-K filed on May 8, 2018. Below are the pro-forma consolidated financials as of March 31, 2018 as if the acquisition closed as of March 31, 2008: Monster Consolidated Atlantic Acquisition Inc. Adjustments Pro-Forma Consolidated Notes Assets Current assets Cash and cash equivalents $ 6,546,443 $ 20,000 $ 6,566,443 Restricted cash 501,346 501,346 Accounts receivable, net 29,642,471 29,642,471 Accounts receivable assigned 2,829,539 2,829,539 Inventories, net 10,338,432 10,338,432 Prepaid expenses and other current assets 17,302,869 17,302,869 Total current assets 67,161,100 20,000 67,181,100 Property and equipment, net 1,549,839 1,549,839 Trademarks, net 4,357,466 4,357,466 Related party receivable 1,943,594 1,943,594 Total assets $ 75,011,999 $ 20,000 $ - $ 75,031,999 Liabilities and Shareholders’/Members’ Deficit Current liabilities Accounts payable $ 12,319,991 $ 2,000 $ 12,321,991 Accrued liabilities 66,661,222 (3,589,084 ) 63,072,138 (3) Notes payable to shareholders 70,710,409 52,332 (41,328,409 ) 29,434,332 (3) Factoring payable 463,628 463,628 Total current liabilities 150,155,250 54,332 (44,917,493 ) 105,292,089 Notes payable to shareholders, non-current 47,358,767 (46,969,753 ) 389,014 Other liabilities 2,399,128 (686,578 ) 1,712,550 Total liabilities 199,913,145 54,332 (92,573,824 ) 107,393,653 Commitments and Contingencies (Note 8) Shareholders’/members’ equity (deficit) Common stock; no par value 30,470 (30,470 ) - (1)(2) Common stock; $0.0001 par value 2,100 (2,100 ) - (1)(2) Common stock; $0.001 par value 317,150 317,150 (1)(2) Preferred stock; $0.001 par value 10,008 10,008 (3) Additional paid-in capital 73,609,441 19,900 96,400,610 170,029,951 (1)(2) Members’ equity 4,121,374 (4,121,374 ) - (1)(2) Accumulated deficit (193,326,642 ) (56,332 ) (193,382,974 ) Accumulated other comprehensive loss (9,335,789 ) (9,335,789 ) Total shareholders’/members’ deficit (124,901,146 ) (34,332 ) 92,573,824 (32,361,654 ) Total liabilities and shareholders’/members’ deficit $ 75,011,999 $ 20,000 $ - $ 75,031,999 1) On February 13, 2017, a Share Exchange Agreement was executed between Atlantic Acquisition, Inc. and Monster Inc. and Monster, LLC under which upon closing of the share exchange transaction, Atlantic Acquisition, Inc. (“AA”) acquired all the equity interest in Monster, Inc. and Monster, LLC and issued 300,000,000 shares of AA’s common stock to the shareholders and members, as applicable, of Monster, Inc. and Monster, LLC. 2) Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC is treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. 3) On April 12, 2018, the two noteholders under common control of the majority shareholder of Monster, Inc. and Monster, LLC, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of AA. Pro-Forma Consolidated Statement of Comprehensive Loss Three Months Ended March 31, 2018 Monster Consolidated Atlantic Acquisition Inc. Adjustments Pro-Forma Consolidated Net sales $ 7,775,992 $ 7,775,992 Cost of sales 5,310,477 5,310,477 Gross profit 2,465,515 - - 2,465,515 Selling, general and administrative expenses 20,871,688 20,871,688 Loss from operations (18,406,173 ) - - (18,406,173 ) Other income (expenses) Interest expense (1,372,397 ) (1,372,397 ) Gain from foreign currency transactions 124,670 124,670 Other, net 30,447 30,447 Loss before income taxes (19,623,453 ) - - (19,623,453 ) Provision for income taxes 15,551 15,551 Net loss (19,639,004 ) - - (19,639,004 ) Other comprehensive loss, net of tax Foreign currency translation and adjustments (51,413 ) (51,413 ) Comprehensive loss $ (19,690,417 ) $ - $ - $ (19,690,417 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Schedule of Pro-Forma Consolidated Financials Statements | Below are the pro-forma consolidated financials as of March 31, 2018 as if the acquisition closed as of March 31, 2008: Monster Consolidated Atlantic Acquisition Inc. Adjustments Pro-Forma Consolidated Notes Assets Current assets Cash and cash equivalents $ 6,546,443 $ 20,000 $ 6,566,443 Restricted cash 501,346 501,346 Accounts receivable, net 29,642,471 29,642,471 Accounts receivable assigned 2,829,539 2,829,539 Inventories, net 10,338,432 10,338,432 Prepaid expenses and other current assets 17,302,869 17,302,869 Total current assets 67,161,100 20,000 67,181,100 Property and equipment, net 1,549,839 1,549,839 Trademarks, net 4,357,466 4,357,466 Related party receivable 1,943,594 1,943,594 Total assets $ 75,011,999 $ 20,000 $ - $ 75,031,999 Liabilities and Shareholders’/Members’ Deficit Current liabilities Accounts payable $ 12,319,991 $ 2,000 $ 12,321,991 Accrued liabilities 66,661,222 (3,589,084 ) 63,072,138 (3) Notes payable to shareholders 70,710,409 52,332 (41,328,409 ) 29,434,332 (3) Factoring payable 463,628 463,628 Total current liabilities 150,155,250 54,332 (44,917,493 ) 105,292,089 Notes payable to shareholders, non-current 47,358,767 (46,969,753 ) 389,014 Other liabilities 2,399,128 (686,578 ) 1,712,550 Total liabilities 199,913,145 54,332 (92,573,824 ) 107,393,653 Commitments and Contingencies (Note 8) Shareholders’/members’ equity (deficit) Common stock; no par value 30,470 (30,470 ) - (1)(2) Common stock; $0.0001 par value 2,100 (2,100 ) - (1)(2) Common stock; $0.001 par value 317,150 317,150 (1)(2) Preferred stock; $0.001 par value 10,008 10,008 (3) Additional paid-in capital 73,609,441 19,900 96,400,610 170,029,951 (1)(2) Members’ equity 4,121,374 (4,121,374 ) - (1)(2) Accumulated deficit (193,326,642 ) (56,332 ) (193,382,974 ) Accumulated other comprehensive loss (9,335,789 ) (9,335,789 ) Total shareholders’/members’ deficit (124,901,146 ) (34,332 ) 92,573,824 (32,361,654 ) Total liabilities and shareholders’/members’ deficit $ 75,011,999 $ 20,000 $ - $ 75,031,999 1) On February 13, 2017, a Share Exchange Agreement was executed between Atlantic Acquisition, Inc. and Monster Inc. and Monster, LLC under which upon closing of the share exchange transaction, Atlantic Acquisition, Inc. (“AA”) acquired all the equity interest in Monster, Inc. and Monster, LLC and issued 300,000,000 shares of AA’s common stock to the shareholders and members, as applicable, of Monster, Inc. and Monster, LLC. 2) Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC is treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. 3) On April 12, 2018, the two noteholders under common control of the majority shareholder of Monster, Inc. and Monster, LLC, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of AA. Pro-Forma Consolidated Statement of Comprehensive Loss Three Months Ended March 31, 2018 Monster Consolidated Atlantic Acquisition Inc. Adjustments Pro-Forma Consolidated Net sales $ 7,775,992 $ 7,775,992 Cost of sales 5,310,477 5,310,477 Gross profit 2,465,515 - - 2,465,515 Selling, general and administrative expenses 20,871,688 20,871,688 Loss from operations (18,406,173 ) - - (18,406,173 ) Other income (expenses) Interest expense (1,372,397 ) (1,372,397 ) Gain from foreign currency transactions 124,670 124,670 Other, net 30,447 30,447 Loss before income taxes (19,623,453 ) - - (19,623,453 ) Provision for income taxes 15,551 15,551 Net loss (19,639,004 ) - - (19,639,004 ) Other comprehensive loss, net of tax Foreign currency translation and adjustments (51,413 ) (51,413 ) Comprehensive loss $ (19,690,417 ) $ - $ - $ (19,690,417 ) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
General and administrative expenses | $ 5,175 | $ 14,925 | |||
Related party loan | 57,507 | 57,507 | $ 44,582 | ||
Officer [Member] | |||||
General and administrative expenses | 5,175 | ||||
Four Officer [Member] | |||||
Related party loan | $ 57,507 | $ 57,507 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 12, 2018 | Feb. 13, 2017 | May 07, 2018 | Mar. 31, 2018 | Sep. 30, 2017 |
Common stock, shares authorized | 175,000,000 | 175,000,000 | |||
Common stock, no par value | |||||
Share Exchange Agreement [Member] | Atlantic Acquisition Inc [Member] | |||||
Number of common shares issued | 300,000,000 | ||||
Subsequent Event [Member] | |||||
Common stock, no par value | $ 0.001 | ||||
Subsequent Event [Member] | Minimum [Member] | |||||
Common stock, shares authorized | 400,000,000 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Common stock, shares authorized | 800,000,000 | ||||
Subsequent Event [Member] | Atlantic Acquisition Inc [Member] | Series A Convertible Preferred Stock [Member] | |||||
Notes amount converted into shares, value | $ 92,573,824 | ||||
Business combination, equity interest issued or issuable, description | On April 12, 2018, AA issued an aggregate of 10,007,981 shares of Series A Convertible Preferred Stock to NL Finance Co, LLC and Noel Lee Living Trust dated November 28, 1998, two noteholders under common control of Mr. Noel Lee in exchange for the conversion of approximately $92,573,824 of the notes owed by Monster, LLC to the two noteholders. Such shares of Series A Convertible Preferred Stock shall not be convertible into the AAs common stock until twenty-four (24) months after April 12, 2018 (the Issuance Date) and when convertible, may be converted to common stock of the Company in the sole discretion of the noteholders at the lower of $4.00 per share (the Conversion Price), or (i) the volume weighted average price (VWAP) for a period of twenty (20) trading days prior to conversion or (ii) if there is no active trading market for the Companys Common Stock, then the Fair Market Value (the FMV) of the Companys per share price of common stock. | ||||
Notes amount converted into shares | 10,007,981 | ||||
Minimum conversion price per share | $ 4 | ||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | Monster, Inc. and Monster, LLC [Member] | |||||
Issued and outstanding ownership interests | 100.00% | ||||
Business acquisition acquired, percentage | 100.00% | ||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | Monster, Inc. and Monster, LLC [Member] | Current Stockholders [Member] | |||||
Number of common shares issued | 300,000,000 | ||||
Number common shares held was cancelled | 5,000,000 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Pro-Forma Consolidated Financials Statements (Details) | 3 Months Ended | |
Mar. 31, 2018USD ($) | ||
Cash and cash equivalents | $ 6,566,443 | |
Restricted cash | 501,346 | |
Accounts receivable, net | 29,642,471 | |
Accounts receivable assigned | 2,829,539 | |
Inventories, net | 10,338,432 | |
Prepaid expenses and other current assets | 17,302,869 | |
Total current assets | 67,181,100 | |
Property and equipment, net | 1,549,839 | |
Trademarks, net | 4,357,466 | |
Related party receivable | 1,943,594 | |
Total assets | 75,031,999 | |
Accounts payable | 12,321,991 | |
Accrued liabilities | 63,072,138 | [1] |
Notes payable to shareholders | 29,434,332 | [1] |
Factoring payable | 463,628 | |
Total current liabilities | 105,292,089 | |
Notes payable to shareholders, non-current | 389,014 | |
Other liabilities | 1,712,550 | |
Total liabilities | 107,393,653 | |
Commitments and Contingencies (Note 8) | ||
Common stock; no par value | [2],[3] | |
Common stock; $0.0001 par value | [2],[3] | |
Common stock; $0.001 par value | 317,150 | [2],[3] |
Preferred stock; $0.001 par value | 10,008 | [1] |
Additional paid-in capital | 170,029,951 | [2],[3] |
Members’ equity | [2],[3] | |
Accumulated deficit | (193,382,974) | |
Accumulated other comprehensive loss | (9,335,789) | |
Total shareholders’/members’ deficit | (32,361,654) | |
Total liabilities and shareholders’/members’ deficit | 75,031,999 | |
Net sales | 7,775,992 | |
Cost of sales | 5,310,477 | |
Gross profit | 2,465,515 | |
Selling, general and administrative expenses | 20,871,688 | |
Loss from operations | (18,406,173) | |
Interest expense | 1,372,397 | |
Gain from foreign currency transactions | 124,670 | |
Other, net | 30,447 | |
Loss before income taxes | (19,623,453) | |
Provision for income taxes | 15,551 | |
Net loss | (19,639,004) | |
Foreign currency translation and adjustments | (51,413) | |
Comprehensive loss | (19,690,417) | |
Monster Consolidated [Member] | ||
Cash and cash equivalents | 6,546,443 | |
Restricted cash | 501,346 | |
Accounts receivable, net | 29,642,471 | |
Accounts receivable assigned | 2,829,539 | |
Inventories, net | 10,338,432 | |
Prepaid expenses and other current assets | 17,302,869 | |
Total current assets | 67,161,100 | |
Property and equipment, net | 1,549,839 | |
Trademarks, net | 4,357,466 | |
Related party receivable | 1,943,594 | |
Total assets | 75,011,999 | |
Accounts payable | 12,319,991 | |
Accrued liabilities | 66,661,222 | |
Notes payable to shareholders | 70,710,409 | |
Factoring payable | 463,628 | |
Total current liabilities | 150,155,250 | |
Notes payable to shareholders, non-current | 47,358,767 | |
Other liabilities | 2,399,128 | |
Total liabilities | 199,913,145 | |
Commitments and Contingencies (Note 8) | ||
Common stock; no par value | 30,470 | |
Additional paid-in capital | 73,609,441 | |
Members’ equity | 4,121,374 | |
Accumulated deficit | (193,326,642) | |
Accumulated other comprehensive loss | (9,335,789) | |
Total shareholders’/members’ deficit | (124,901,146) | |
Total liabilities and shareholders’/members’ deficit | 75,011,999 | |
Net sales | 7,775,992 | |
Cost of sales | 5,310,477 | |
Gross profit | 2,465,515 | |
Selling, general and administrative expenses | 20,871,688 | |
Loss from operations | (18,406,173) | |
Interest expense | 1,372,397 | |
Gain from foreign currency transactions | 124,670 | |
Other, net | 30,447 | |
Loss before income taxes | (19,623,453) | |
Provision for income taxes | 15,551 | |
Net loss | (19,639,004) | |
Foreign currency translation and adjustments | (51,413) | |
Comprehensive loss | (19,690,417) | |
Atlantic Acquisition Inc [Member] | ||
Cash and cash equivalents | 20,000 | |
Total current assets | 20,000 | |
Total assets | 20,000 | |
Accounts payable | 2,000 | |
Notes payable to shareholders | 52,332 | |
Total current liabilities | 54,332 | |
Total liabilities | 54,332 | |
Commitments and Contingencies (Note 8) | ||
Common stock; $0.0001 par value | 2,100 | |
Additional paid-in capital | 19,900 | |
Accumulated deficit | (56,332) | |
Total shareholders’/members’ deficit | (34,332) | |
Total liabilities and shareholders’/members’ deficit | 20,000 | |
Gross profit | ||
Loss from operations | ||
Loss before income taxes | ||
Net loss | ||
Comprehensive loss | ||
Adjustments [Member] | ||
Total current assets | ||
Total assets | ||
Accrued liabilities | (3,589,084) | |
Notes payable to shareholders | (41,328,409) | |
Total current liabilities | (44,917,493) | |
Notes payable to shareholders, non-current | (46,969,753) | |
Other liabilities | (686,578) | |
Total liabilities | (92,573,824) | |
Commitments and Contingencies (Note 8) | ||
Common stock; no par value | (30,470) | |
Common stock; $0.0001 par value | (2,100) | |
Common stock; $0.001 par value | 317,150 | |
Preferred stock; $0.001 par value | 10,008 | |
Additional paid-in capital | 96,400,610 | |
Members’ equity | (4,121,374) | |
Total shareholders’/members’ deficit | 92,573,824 | |
Total liabilities and shareholders’/members’ deficit | ||
Gross profit | ||
Loss from operations | ||
Loss before income taxes | ||
Net loss | ||
Comprehensive loss | ||
[1] | On April 12, 2018, the two noteholders under common control of the majority shareholder of Monster, Inc. and Monster, LLC, converted approximately $92,573,824 of the notes owed by Monster, LLC to 10,007,981 shares of Series A Convertible Preferred Stock of AA. | |
[2] | Effective on April 12, 2018 (the “Closing Date”), pursuant to the Share Exchange Agreement, Monster, Inc. and Monster, LLC became two wholly-owned subsidiaries of AA. The acquisition of Monster, Inc. and Monster, LLC is treated as a reverse acquisition, and the business of Monster, Inc. and Monster, LLC became the business of AA. | |
[3] | On February 13, 2017, a Share Exchange Agreement was executed between Atlantic Acquisition, Inc. and Monster Inc. and Monster, LLC under which upon closing of the share exchange transaction, Atlantic Acquisition, Inc. (“AA”) acquired all the equity interest in Monster, Inc. and Monster, LLC and issued 300,000,000 shares of AA’s common stock to the shareholders and members, as applicable, of Monster, Inc. and Monster, LLC. |
Subsequent Events - Schedule 15
Subsequent Events - Schedule of Pro-Forma Consolidated Financials Statements (Details) (Parenthetical) - USD ($) | Apr. 12, 2018 | Feb. 13, 2017 | May 07, 2018 | Mar. 31, 2018 | Sep. 30, 2017 |
Common stock, no par value | |||||
Common stock, par value | 0.0001 | $ 0.0001 | |||
Preferred stock, par value | 0.0001 | $ 0.0001 | |||
Subsequent Event [Member] | |||||
Common stock, no par value | $ 0.001 | ||||
Adjustments [Member] | |||||
Common stock, par value | $ 0.001 | ||||
Atlantic Acquisition Inc [Member] | Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | |||||
Notes amount converted into shares, value | $ 92,573,824 | ||||
Notes amount converted into shares | 10,007,981 | ||||
Atlantic Acquisition Inc [Member] | Share Exchange Agreement [Member] | |||||
Number of common stock shares, issued | 300,000,000 |