Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 18, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | FAH MAI HOLDINGS, INC. | |
Entity Central Index Key | 1,681,306 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 41,995,481 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 6,179 | $ 81,118 |
Inventory | 51,729 | 10,201 |
Total Current Assets | 57,908 | 91,319 |
Advance to Related Entity - in anticipation of merger | 395,752 | 266,430 |
TOTAL ASSETS | 453,660 | 357,749 |
CURRENT LIABILITIES | ||
Total Current Liabilities | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock; $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding | ||
Common stock; $0.0001 par value, 100,000,000 shares authorized; 41,580,120 and 41,290,970 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 4,158 | 4,129 |
Additional Paid-in Capital | 528,456 | 397,649 |
Accumulated Deficit | (81,916) | (43,249) |
Accumulated Other Comprehensive Income ( Loss) | 2,962 | (780) |
Total Stockholders' Equity (Deficit) | 453,660 | 357,749 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 453,660 | $ 357,749 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,580,120 | 41,290,970 |
Common stock, shares outstanding | 41,580,120 | 41,290,970 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUES | ||
OPERATING EXPENSES | ||
General and Administrative Expenses | 39,063 | 1,000 |
Total Operating Expenses | (39,063) | (1,000) |
OPERATING LOSS | (39,063) | (1,000) |
Other Income (Expense) | 396 | |
NET LOSS BEFORE INCOME TAXES | (38,667) | (1,000) |
Provision for Income Taxes | ||
NET LOSS | $ (38,667) | $ (1,000) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 41,412,711 | 27,072,222 |
Other Comprehensive Loss | ||
Exchange Differences arising on transactions from Foreign Operations | $ 3,742 | |
Total Comprehensive Loss | $ (34,925) | $ (1,000) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss | $ (38,667) | $ (1,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by stockholder and contributed as capital | 1,000 | |
Changes in operating assets and liabilities | ||
Inventory | (41,528) | |
Net Cash Used in Operating Activities | (80,195) | |
INVESTING ACTIVITIES | ||
Issuance of funds to related party | (129,322) | |
Net Cash Used in Investing Activities | (129,322) | |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 130,836 | |
Net Cash Provided by Financing Activities | 130,836 | |
Effect of Exchange Rate Changes on Cash | 3,742 | |
NET DECREASE IN CASH | (74,939) | |
CASH AT BEGINNING OF PERIOD | 81,118 | |
CASH AT END OF PERIOD | 6,179 | |
CASH PAID FOR: | ||
Interest | ||
Income taxes |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Operations Fah Mai Holdings, Inc. (formerly Finch Street Acquisition Corporation) (“Fah Mai” or the “Company”) was incorporated on July 22, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception but has begun selling shares of common stock to foreign investors and acquiring an inventory of rare and collectible whisky. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. The Company is contemplating a combination with a related entity as discussed in Note 4, which should be completed during the second quarter of 2018. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On November 7, 2017, the Company acquired all outstanding shares of Fah Mai Holdings Limited and Platinum Cask Limited from Louis Haseman at his cost and they became wholly owned subsidiaries of the Company. These companies had no operations and neither assets nor liabilities. Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31 st The accompanying unaudited condensed consolidated financial statements have been prepared by Fah Mai Holdings, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2017. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Fah Mai Holdings, Inc. and its wholly owned subsidiaries, Fah Mai Holdings Limited and Platinum Cask Limited (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation. Basis of Valuing Whisky Inventory The Company purchases rare Scotch whisky for collection and possible marketing and re-sale. The inventory is recorded at the lower of cost (purchase price including fees) or market. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained an operating loss of $38,667 for the three months ended March 31, 2018 compared to an operating loss of $1,000 for the three months ended March 31, 2017. The Company had a working capital surplus of $57,908 and an accumulated deficit of $81,916 as of March 31, 2018 compared to a working capital surplus of $91,319 and an accumulated deficit of $43,249 as of December 31, 2017. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations and from stockholders to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of Fah Mai Holdings Inc. as a going concern is dependent upon financial support from its stockholders and its ability to obtain necessary equity financing to continue operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $6,179 and $81,118 held in cash as of as of March 31, 2018 and December 31, 2017, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2018 or December 31, 2017. Foreign Currency Translation The Company has functional currencies in the United States dollar and British Pounds Sterling and its reporting currency is the United States dollar. Management has adopted ASC 830-20, Foreign Currency Matters – Foreign Currency Transactions. Other Comprehensive Loss ASC 220, Other Comprehensive Loss, Fair Value of Financial Instruments In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Net Loss per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements. The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. As of March 31, 2018 and December 31, 2017, there are no potentially dilutive common stock equivalents. |
Advance to Related Entity
Advance to Related Entity | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Advance to Related Entity | NOTE 4 – ADVANCE TO RELATED ENTITY As of March 31, 2018 and December 31, 2017, the Company had issued funds to a related party entity in the amount of $395,752 and $266,430, respectively in anticipation of acquiring or merging the entity with the Company. Between January 1, 2018 and March 31, 2018, the Company received $130,836 from 21 individuals for the issuance of 289,150 shares of common stock at $0.30 - $0.65 per share. All of these proceeds have been loaned to a related party, Fah Mai Holdings Co., Ltd. (“Fah Mai Thailand”), a Thailand company formed in April 10, 2017 and controlled by the majority shareholders of the Company. Fah Mai Thailand is not considered a variable interest entity because it is not dependent upon financial support from the Company. The Company has recorded a receivable from a related entity on its books for these funds. |
Whisky Inventory
Whisky Inventory | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Whisky Inventory | NOTE 5 – WHISKY INVENTORY As of March 31, 2018 and December 31, 2017, the Company had a whisky inventory of $51,729 and $10,201, respectively. The inventory is recorded at the lower of cost (purchase price plus fees) or market. The inventory is made up of rare or special whisky that the Company is acquiring to collect, market, and sell. |
Advances from Related Entity
Advances from Related Entity | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Advances from Related Entity | NOTE 6 – ADVANCES FROM RELATED ENTITY During the three months ended March 31, 2018 and 2017, a shareholder paid expenses in the Company’s behalf totaling $0 and $1,000, respectively, which have been recorded as additional paid-in capital. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Common Stock | NOTE 7 – COMMON STOCK Between January 1, 2018 and March 31, 2018, the Company issued 289,150 shares of common stock to 21 individuals at $0.30 - $0.65 per share and received $130,836 in cash. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of March 31, 2018 and December 31, 2017, respectively, 41,580,120 and 41,290,970 shares of common stock and no preferred stock were issued and outstanding. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through May 18, 2018, the date which the consolidated financial statements were available to be issued and there are no material subsequent events, except as detailed below: From April 1, 2018 through May 18, 2018, the Company issued 415,361 shares of common stock to 9 unaffiliated individuals at $.30 - $.65 per share for net proceeds of $207,889. All of these proceeds have been loaned to a related party, Fah Mai Holdings Co., Ltd., a Thailand company formed in April 10, 2017 and controlled by the majority shareholders of the Company. The Company has recorded a note receivable from a related party on its books for these funds. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $6,179 and $81,118 held in cash as of as of March 31, 2018 and December 31, 2017, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2018 or December 31, 2017. |
Foreign Currency Translation | Foreign Currency Translation The Company has functional currencies in the United States dollar and British Pounds Sterling and its reporting currency is the United States dollar. Management has adopted ASC 830-20, Foreign Currency Matters – Foreign Currency Transactions. |
Other Comprehensive Loss | Other Comprehensive Loss ASC 220, Other Comprehensive Loss, |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. |
Income Taxes | Income Taxes Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Net Loss Per Share | Net Loss per Share The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements. The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. As of March 31, 2018 and December 31, 2017, there are no potentially dilutive common stock equivalents. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Operating loss, net | $ 38,667 | $ 1,000 | |
Working capital surplus | 57,908 | $ 91,319 | |
Accumulated deficit | $ 81,916 | $ 43,249 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||||
Cash | $ 6,179 | $ 81,118 | ||
Cash balances in FDIC corp | ||||
Accumulated other comprehensive income (loss) | 2,962 | (780) | ||
Deferred taxes due | ||||
Outstanding dilutive common stock equivalents |
Advance to Related Entity (Deta
Advance to Related Entity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Advance to related entity in anticipation of merger | $ 395,752 | $ 266,430 | |
Proceeds from sale of common stock | 130,836 | ||
21 Individuals [Member] | |||
Proceeds from sale of common stock | $ 130,836 | ||
Number of common shares issued during period, shares | 289,150 | ||
21 Individuals [Member] | Minimum [Member] | |||
Shares issued, price per share | $ 0.30 | ||
21 Individuals [Member] | Maximum [Member] | |||
Shares issued, price per share | $ 0.65 |
Whisky Inventory (Details Narra
Whisky Inventory (Details Narrative) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Whisky inventory | $ 51,729 | $ 10,201 |
Advances from Related Entity (D
Advances from Related Entity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Expenses paid by stockholder and contributed as capital | $ 1,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Proceeds from sale of common stock | $ 130,836 | ||
Common stock shares authorized | 100,000,000 | 100,000,000 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 41,580,120 | 41,290,970 | |
Common stock, shares outstanding | 41,580,120 | 41,290,970 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
21 Individuals [Member] | |||
Number of common shares issued during period, shares | 289,150 | ||
Proceeds from sale of common stock | $ 130,836 | ||
21 Individuals [Member] | Minimum [Member] | |||
Shares issued, price per share | $ 0.30 | ||
21 Individuals [Member] | Maximum [Member] | |||
Shares issued, price per share | $ 0.65 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | |
May 18, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Proceeds from issuance of common stock | $ 130,836 | ||
Subsequent Event [Member] | 9 Unaffiliated Individuals [Member] | |||
Number of common shares issued during period, shares | 415,361 | ||
Proceeds from issuance of common stock | $ 207,889 | ||
Subsequent Event [Member] | 9 Unaffiliated Individuals [Member] | Minimum [Member] | |||
Shares issued, price per share | $ .30 | ||
Subsequent Event [Member] | 9 Unaffiliated Individuals [Member] | Maximum [Member] | |||
Shares issued, price per share | $ 0.65 |