Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | FAH MAI HOLDINGS, INC. | ||
Entity Central Index Key | 0001681306 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 53,061,104 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 18,575 | $ 81,118 |
Prepaid Expenses | 3,226 | |
Inventory, net | 393,788 | 10,201 |
Total Current Assets | 415,589 | 91,319 |
Advance to Related Entity - in anticipation of merger | 6,380 | 266,430 |
TOTAL ASSETS | 421,969 | 357,749 |
CURRENT LIABILITIES | ||
Accrued Liabilities | 9,493 | |
Deferred Revenue - Cask Fractions | 75,158 | |
Total Current Liabilities | 84,651 | |
STOCKHOLDERS' EQUITY | ||
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; 53,000,889 and 41,290,970 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | 5,300 | 4,129 |
Additional Paid-in Capital | 950,474 | 397,649 |
Accumulated Deficit | (613,683) | (43,249) |
Accumulated Other Comprehensive Loss | (4,773) | (780) |
Total Stockholders' Equity | 337,318 | 357,749 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 421,969 | $ 357,749 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 53,000,889 | 41,290,970 |
Common stock, shares outstanding | 53,000,889 | 41,290,970 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUES | $ 23,252 | |
COST OF GOODS SOLD | 14,085 | |
GROSS MARGIN | 9,167 | |
OPERATING EXPENSES | ||
General and Administrative Expenses | 587,665 | 36,215 |
Total Operating Expenses | (587,665) | (36,215) |
OPERATING LOSS | (578,498) | (36,215) |
Other Income (Expense) | ||
Other Income | 7,978 | 528 |
Interest Income | 86 | |
Total Other Income/(Expense) | 8,064 | 528 |
NET LOSS BEFORE INCOME TAXES | (570,434) | (35,687) |
Provision for Income Taxes | ||
NET LOSS | $ (570,434) | $ (35,687) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.01) | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 45,333,559 | 37,364,005 |
Other Comprehensive Loss | ||
Exchange Differences arising on translating Foreign Operations | $ (3,993) | $ (780) |
Total Comprehensive Loss | $ (574,427) | $ (36,467) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Deficit Accumulated [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance at Dec. 31, 2016 | $ 2,000 | $ 312 | $ (7,562) | $ (5,250) | ||
Balance, shares at Dec. 31, 2016 | 20,000,000 | |||||
Commons stock cancelled | $ (1,950) | 1,950 | ||||
Commons stock cancelled, shares | (19,500,000) | |||||
Issuance of common stock for services | $ 4,000 | 4,000 | ||||
Issuance of common stock for services, shares | 40,000,000 | |||||
Common stock issued for cash | $ 79 | 393,987 | 394,066 | |||
Common stock issued for cash, shares | 790,970 | |||||
Expenses paid by stockholder in behalf of Company | 1,400 | 1,400 | ||||
Foreign currency translation | (780) | (780) | ||||
Net loss | (35,687) | (35,687) | ||||
Balance at Dec. 31, 2017 | $ 4,129 | 397,649 | (43,249) | (780) | 357,749 | |
Balance, shares at Dec. 31, 2017 | 41,290,970 | |||||
Issuance of common stock for services | $ 878 | 87,156 | 88,034 | |||
Issuance of common stock for services, shares | 8,776,348 | |||||
Common stock issued for cash | $ 254 | 880,053 | 880,307 | |||
Common stock issued for cash, shares | 2,537,771 | |||||
Common stock acquired with cash and cancelled per repurchase agreements | $ (1) | (2,199) | (2,200) | |||
Common stock acquired with cash and cancelled per repurchase agreements, shares | (4,200) | |||||
Common stock issued for acquisition of subsidiary | $ 40 | (412,185) | (412,145) | |||
Common stock issued for acquisition of subsidiary, shares | 400,000 | |||||
Foreign currency translation | (3,993) | (3,993) | ||||
Net loss | (570,434) | (570,434) | ||||
Balance at Dec. 31, 2018 | $ 5,300 | $ 950,474 | $ (613,683) | $ (4,773) | $ 337,318 | |
Balance, shares at Dec. 31, 2018 | 53,000,889 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss | $ (570,434) | $ (35,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by stockholder and contributed as capital | 1,400 | |
Expenses paid by stockholder for common stock | 1,823 | |
Common stock issued for services | 88,114 | 2,177 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (3,115) | |
Inventory | (248,769) | (10,201) |
Accounts payable and accrued liabilities | 9,488 | (5,250) |
Deferred revenue | 78,722 | |
Net Cash Used in Operating Activities | (645,994) | (45,738) |
INVESTING ACTIVITIES | ||
Net cash investment in acquiring subsidiary | (216,189) | |
Issuance of funds to related party | 6,380 | (266,430) |
Net Cash Used in Financing Activities | (222,569) | (266,430) |
FINANCING ACTIVITIES | ||
Repayment of notes payable - related party | (70,378) | |
Proceeds from sale of common stock | 878,107 | 394,066 |
Net Cash Provided by Financing Activities | 807,729 | 394,066 |
Effect of Exchange Rate Changes on Cash | (1,709) | (780) |
NET INCREASE (DECREASE) IN CASH | (62,543) | 81,118 |
CASH AT BEGINNING OF PERIOD | 81,118 | |
CASH AT END OF PERIOD | 18,575 | 81,118 |
CASH PAID FOR: | ||
Interest | 72 | |
Income taxes | 400 | |
NON-CASH DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cancellation of common shares | (1,950) | |
Shares issued for non-cash net assets of subsidiary | $ 412,145 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 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. 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. On June 8, 2018, the Company entered into a merger agreement (the “Merger Agreement”) with Fah Mai Holdings Co., Ltd., a private company organized under the laws of the Thailand (“Fah Mai Thailand”). Under the Merger Agreement, the Company issued to the shareholders of Fah Mai Thailand 400,000 shares of its common stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding equity securities of Fah Mai Thailand (the “Merger”). Mr. Louis Haseman, who is an officer, director and shareholder of the Company, was an officer and equity holder of Fah Mai Thailand prior to the Merger. As a result of the Merger, Fah Mai Thailand has merged into the Company and has taken over the operations and business plan of Fah Mai Thailand. This was a merger of net assets between entities under common control. Accordingly, the net assets and liabilities of Fah Mai Thailand were recorded on the books of the Company at their historical values. 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 consolidated financial statements. The Company chose December 31 st Principles of Consolidation The accompanying consolidated financial statements include the accounts of Fah Mai Holdings, Inc. and its wholly owned subsidiaries, Fah Mai Holdings Co. Ltd., 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 | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The Company has not yet generated significant revenue since inception to date and has sustained an operating loss of $570,434 for the year ended December 31, 2018 compared to an operating loss of $35,687 for the year ended December 31, 2017. The Company had a working capital surplus of $330,938 and an accumulated deficit of $613,683 as of December 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 | 12 Months Ended |
Dec. 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 $18,575 and $81,118 in cash and cash equivalents as of December 31, 2018 and 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 December 31, 2018 and 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. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act, and have presented the Federal tax provision, deferred tax asset, and valuation allowance using the new rates adjusted in the period of enactment. At December 31, 2018 and 2017 the Company had net operating loss carryforwards (NOL’s) of approximately $613,683 and $43,249, respectively, which may be applied against future taxable income and which expire beginning in 2037. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforwards that can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect (26% - 21% federal and 5% state) of the loss carryforwards of approximately $160,000 and $9,300 at December 31, 2018 and 2017, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in valuation allowance is approximately $139,000 and $6,600 for the periods ended December 31, 2018 and 2017, respectively. The tax effect of remaining NOL’s and resulting deferred tax assets remain fully reserved by valuation allowance, due to continued uncertainty as to their utilization. As of December 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 December 31, 2018 and December 31, 2017, there are no potentially dilutive common stock equivalents. Revenue Recognition Effective January 1, 2018 we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10”). The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. The Company’s revenue consists of membership sales and whisky sales. Membership fees are charged to become a member with the ability to buy and sell rare or special whisky casks as a group and to use this group to help make the investing in these whiskies more affordable. Whisky sales are from the sale of the Company’s rare or special whisky inventory that has been acquired by the Company. The Company’s revenue is generated by selling membership fees and per-item sales of whisky. The membership fees are for a specified term. Membership fee revenue is recognized through the term of the memberships. Whisky sale revenues are recognized when the whisky inventory items are sold. These are per-item sales and all revenue is recognized upon the completion of the performance obligation to provide the sold item to the buyer. Revenues are presented net of refunds, credits and known and estimated credit card chargebacks. The Company reports revenue net of any required taxes collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. During the year ended December 31, 2018, the Company began selling cask fractions to members. Cask fractions are fractions of casks held in inventory that are sold to members at GBP20.00 per fraction. When the Company sales these specific casks, the sale amounts associated with these fractions of the cask that have been sold are passed on to the members as returns on their investments. The Company retains a set percentage of the sale amounts as their fee for facilitating the sale. The Cask fractions sold by the Company are recorded as deferred until the casks are sold. As of December 31, 2018, the Company had $75,158 in deferred revenues. The Company will hold these cask fractions sales as deferred revenues based on the casks purchased and record revenue in line with the sale of the specific casks that have been purchased by members. |
Advance to Related Entity
Advance to Related Entity | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Advance to Related Entity | NOTE 4 – ADVANCE TO RELATED ENTITY As of December 31, 2018 and 2017, the Company had issued funds to a related party entity in the amount of $6,380 and $266,430, respectively in anticipation of acquiring or merging the entity with the Company. All of these proceeds were loaned to two related entities, Fah Mai Holdings Co., Ltd. (“Fah Mai Thailand”), a Thailand company formed in April 10, 2017 and Rare Whisky Auction Co., Ltd. (“RWA”). Both companies are controlled by the majority shareholders of the Company. The Company has recorded a receivable from a related entity on its books for these funds. On June 8, 2018, Fah Mai Thailand was acquired as a subsidiary and is now included in the consolidated financial statements of the Company. Accordingly, the inter-company receivable/payable for this entity was eliminated on consolidation. |
Whisky Inventory and Deferred R
Whisky Inventory and Deferred Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Whisky Inventory and Deferred Revenue | NOTE 5 – WHISKY INVENTORY AND DEFERRED REVENUE As of December 31, 2018 and 2017, the Company had a whisky inventory of $393,788 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. During the year ended December 31, 2018, the Company began selling Cask Fractions. Cask Fractions are fractions of casks that are in the whisky inventory and are sold to outside parties that would like to invest in rare or special whisky in smaller amounts of money than is required to purchase a complete cask. Upon the sale of these casks, the income associated with these cask fractions that have been purchased is passed on to the investors. The amounts of cask fractions sold totals $75,158 and $0 as of December 31, 2018 and 2017, respectively, and are recorded as deferred revenue. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | NOTE 6 – ACCRUED LIABILITIES As of December 31, 2018 and 2017, the Company had accrued liabilities of $9,493 and $0, respectively, for professional fees. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | NOTE 7 – COMMON STOCK On July 22, 2016, the Company issued 20,000,000 founders common stock to two directors and officers pro rata as founder shares for services rendered to the Company, valued at $0.0001 par value per share, for a total of $2,000. On February 26, 2017, 19,500,000 of these founder shares were returned to the Company and cancelled. On February 27, 2017, the Company issued 40,000,000 shares of its common stock at par representing 98.7% of the total outstanding 40,500,000 shares of common stock to the Company’s current CEO at par for $1,823 in cash and $2,177 in services. With the issuance of the 40,000,000 shares of common stock and the concurrent cancellation of 19,500,000 shares of stock previously held by the Company’s former officers and directors of the preexisting 20,000,000 shares, the Company effected a change in its control and the new majority shareholder elected new management of the Company. The Company changed its name as part of the change in control. Between April 17, 2017 and December 31, 2017, the Company issued 790,970 shares of common stock to 53 individuals at $0.45 - $0.50 per share and received $394,066 in cash. During the year ended December 31, 2018, the Company issued 2,537,771 shares of common stock through 254 stock subscription agreements, which are all unrelated parties, at $0.45 - $0.75 per share and received $880,307 in cash. On June 8, 2018, the Company issued 400,000 shares of common stock for the acquisition of Fah Mai Holdings, Co., Ltd. These shares were issued at par value of $0.0001 per share. The shares were issued at par value because the transaction was treated as a combination of entities under common control at historical costs. During the year ended December 31, 2018, the Company issued 8,776,348 shares of common stock to 44 individuals for services. The shares were issued between $0.0001 and $0.65 per share and the Company recorded $88,034 in expenses. During the December 2018, the Company purchased 4,200 shares of common stock from two individuals for an average of $0.52 per share for $2,200 in cash per repurchase agreements. These shares were immediately cancelled. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2018 and 2017, respectively, 53,000,889 and 41,290,970 shares of common stock and no preferred stock were issued and outstanding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 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 April 1, 2019, the date which the consolidated financial statements were available to be issued and there are no material subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 $18,575 and $81,118 in cash and cash equivalents as of December 31, 2018 and 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 December 31, 2018 and 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. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act, and have presented the Federal tax provision, deferred tax asset, and valuation allowance using the new rates adjusted in the period of enactment. At December 31, 2018 and 2017 the Company had net operating loss carryforwards (NOL’s) of approximately $613,683 and $43,249, respectively, which may be applied against future taxable income and which expire beginning in 2037. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforwards that can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect (26% - 21% federal and 5% state) of the loss carryforwards of approximately $160,000 and $9,300 at December 31, 2018 and 2017, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in valuation allowance is approximately $139,000 and $6,600 for the periods ended December 31, 2018 and 2017, respectively. The tax effect of remaining NOL’s and resulting deferred tax assets remain fully reserved by valuation allowance, due to continued uncertainty as to their utilization. As of December 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 December 31, 2018 and December 31, 2017, there are no potentially dilutive common stock equivalents. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018 we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 606-10, Revenue from Contracts with Customers (“ASC 606-10”). The adoption of ASC 606-10 had no impact on prior year or previously disclosed amounts. In accordance with ASC 606-10, revenue is measured based on a consideration specified in a contract with a customer and recognized when we satisfy the performance obligation specified in each contract. The Company’s revenue consists of membership sales and whisky sales. Membership fees are charged to become a member with the ability to buy and sell rare or special whisky casks as a group and to use this group to help make the investing in these whiskies more affordable. Whisky sales are from the sale of the Company’s rare or special whisky inventory that has been acquired by the Company. The Company’s revenue is generated by selling membership fees and per-item sales of whisky. The membership fees are for a specified term. Membership fee revenue is recognized through the term of the memberships. Whisky sale revenues are recognized when the whisky inventory items are sold. These are per-item sales and all revenue is recognized upon the completion of the performance obligation to provide the sold item to the buyer. Revenues are presented net of refunds, credits and known and estimated credit card chargebacks. The Company reports revenue net of any required taxes collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority. During the year ended December 31, 2018, the Company began selling cask fractions to members. Cask fractions are fractions of casks held in inventory that are sold to members at GBP20.00 per fraction. When the Company sales these specific casks, the sale amounts associated with these fractions of the cask that have been sold are passed on to the members as returns on their investments. The Company retains a set percentage of the sale amounts as their fee for facilitating the sale. The Cask fractions sold by the Company are recorded as deferred until the casks are sold. As of December 31, 2018, the Company had $75,158 in deferred revenues. The Company will hold these cask fractions sales as deferred revenues based on the casks purchased and record revenue in line with the sale of the specific casks that have been purchased by members. |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) | Jun. 08, 2018$ / sharesshares |
Number of common shares issued during period, shares | shares | 400,000 |
Shares issued, price per share | $ / shares | $ 0.0001 |
Merger Agreement [Member] | |
Number of common shares issued during period, shares | shares | 400,000 |
Shares issued, price per share | $ / shares | $ 0.0001 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating loss, net | $ 570,434 | $ 35,687 |
Working capital surplus | 330,938 | 91,319 |
Accumulated deficit | $ 613,683 | $ 43,249 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash | $ 18,575 | $ 81,118 | |
Cash balances in FDIC corp | |||
Accumulated other comprehensive income (loss) | 4,773 | 780 | |
Net operating losses | $ 613,683 | $ 43,249 | |
Operating loss carryforwards, expiration dates | 2037 | ||
State tax rate | 5.00% | 5.00% | |
Operating loss carryforwards, valuation allowance | $ 160,000 | $ 9,300 | |
Change in valuation allowance | 139,000 | 6,600 | |
Deferred taxes due | |||
Outstanding dilutive common stock equivalents | |||
Deferred revenue | $ 75,158 | ||
Cask Fractions [Member] | GBP [Member] | |||
Sale of stock price per share | $ 20 | ||
Minimum [Member] | |||
Federal tax rate | 26.00% | 26.00% | |
Maximum [Member] | |||
Federal tax rate | 21.00% | 21.00% |
Advance to Related Entity (Deta
Advance to Related Entity (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Advance to related entity in anticipation of merger | $ 6,380 | $ 266,430 |
Whisky Inventory and Deferred_2
Whisky Inventory and Deferred Revenue (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Whisky inventory | $ 393,788 | $ 10,201 |
Deferred Revenue - Cask Fractions | $ 75,158 |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued liabilities for professional fees | $ 9,493 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jun. 08, 2018 | Feb. 27, 2017 | Feb. 26, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Shares issued, price per share | $ 0.0001 | |||||
Value of shares issued for services | $ 88,034 | $ 4,000 | ||||
Number of shares cancelled | 19,500,000 | |||||
Number of common shares issued during period, shares | 400,000 | |||||
Common stock, shares outstanding | 41,290,970 | 53,000,889 | 41,290,970 | |||
Number of common shares issued, value | $ 880,307 | $ 394,066 | ||||
Proceeds from sale of common stock | $ 878,107 | $ 394,066 | ||||
Common stock shares issued par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock, shares issued | 41,290,970 | 53,000,889 | 41,290,970 | |||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
254 Stock Subscription Agreements [Member] | ||||||
Number of common shares issued during period, shares | 2,537,771 | |||||
Proceeds from sale of common stock | $ 880,307 | |||||
Minimum [Member] | 254 Stock Subscription Agreements [Member] | ||||||
Shares issued, price per share | $ 0.45 | |||||
Maximum [Member] | 254 Stock Subscription Agreements [Member] | ||||||
Shares issued, price per share | $ 0.75 | |||||
Chief Executive Officer [Member] | ||||||
Value of shares issued for services | $ 2,177 | |||||
Number of shares cancelled | 19,500,000 | |||||
Number of common shares issued during period, shares | 40,000,000 | |||||
Percentage of outstanding common stock | 98.70% | |||||
Common stock, shares outstanding | 40,500,000 | |||||
Number of common shares issued, value | $ 1,823 | |||||
Two directors and officers [Member] | Inception Date July 22, 2016 [Member] | ||||||
Number of commons stock shares issued for services | 20,000,000 | |||||
Shares issued, price per share | $ 0.0001 | |||||
Value of shares issued for services | $ 2,000 | |||||
53 Individuals [Member] | ||||||
Number of common shares issued during period, shares | 790,970 | |||||
Proceeds from sale of common stock | $ 394,066 | |||||
53 Individuals [Member] | Minimum [Member] | ||||||
Shares issued, price per share | $ 0.45 | $ 0.45 | ||||
53 Individuals [Member] | Maximum [Member] | ||||||
Shares issued, price per share | $ 0.50 | $ 0.50 | ||||
44 Individuals [Member] | ||||||
Number of commons stock shares issued for services | 8,776,348 | |||||
Value of shares issued for services | $ 88,034 | |||||
44 Individuals [Member] | Minimum [Member] | ||||||
Shares issued, price per share | $ 0.0001 | |||||
44 Individuals [Member] | Maximum [Member] | ||||||
Shares issued, price per share | 0.65 | |||||
Two Individuals [Member] | ||||||
Shares issued, price per share | $ 0.52 | |||||
Number of common shares issued during period, shares | 4,200 | |||||
Number of common shares issued, value | $ 2,200 |