Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Nov. 27, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | FAH MAI HOLDINGS, INC. | |
Entity Central Index Key | 0001681306 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | 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 Common Stock, Shares Outstanding | 56,253,513 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash | $ 56,785 | $ 18,575 |
Prepaid Expenses | 3,226 | |
Inventory, net | 554,879 | 393,788 |
Total Current Assets | 611,664 | 415,589 |
Advance to Related Entity - in anticipation of merger | 5,080 | 6,380 |
Deposit with Related Party | 73,956 | |
TOTAL ASSETS | 690,700 | 421,969 |
CURRENT LIABILITIES | ||
Accrued Liabilities | 25,863 | 9,493 |
Note Payable - Related Party | 298,317 | |
Deferred Revenue - Cask Fractions | 100,959 | 75,158 |
Total Current Liabilities | 425,139 | 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; 54,587,423 and 53,000,889 shares issued and outstanding | 5,459 | 5,300 |
Additional Paid-in Capital | 1,687,037 | 950,474 |
Accumulated Deficit | (1,391,576) | (613,683) |
Accumulated Other Comprehensive Loss | (35,359) | (4,773) |
Total Stockholders' Equity | 265,561 | 337,318 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 690,700 | $ 421,969 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 54,587,423 | 53,000,889 |
Common stock, shares outstanding | 54,587,423 | 53,000,889 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUES | $ 1,296 | $ 2,650 | ||
COST OF GOODS SOLD | 1,738 | 2,531 | ||
GROSS MARGIN | (442) | 119 | ||
OPERATING EXPENSES | ||||
General and Administrative Expenses | 390,694 | 182,890 | 785,132 | 221,953 |
Total Operating Expenses | (390,694) | (182,890) | (785,132) | (221,953) |
OPERATING LOSS | (391,136) | (182,890) | (785,013) | (221,953) |
Other Income (Expense) | ||||
Other Income | 5,501 | 3,028 | 7,079 | 3,424 |
Interest Income | 36 | 41 | ||
Total Other Income (Expense) | 5,537 | 3,028 | 7,120 | 3,424 |
NET LOSS BEFORE INCOME TAXES | (385,599) | (179,862) | (777,893) | (218,529) |
Provision for Income Taxes | ||||
NET LOSS | $ (385,599) | $ (179,862) | $ (777,893) | $ (218,529) |
BASIC AND DILUTED LOSS PER SHARE | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 54,121,552 | 42,245,187 | 53,689,931 | 41,831,249 |
Other Comprehensive Loss | ||||
Exchange Differences Arising on Translating Foreign Operations | $ (19,315) | $ (20,442) | $ (30,586) | $ (16,700) |
Total Comprehensive Loss | $ (404,914) | $ (200,304) | $ (808,479) | $ (235,229) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 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, 2017 | $ 4,129 | $ 397,649 | $ (43,249) | $ (780) | $ 357,749 | |
Balance, shares at Dec. 31, 2017 | 41,290,970 | |||||
Common stock issued for cash | $ 29 | 130,807 | 130,836 | |||
Common stock issued for cash, shares | 289,150 | |||||
Foreign currency translation | 3,742 | 3,742 | ||||
Net loss | (38,667) | (38,667) | ||||
Balance at Mar. 31, 2018 | $ 4,158 | 528,456 | (81,916) | 2,962 | 453,660 | |
Balance, shares at Mar. 31, 2018 | 41,580,120 | |||||
Balance at Dec. 31, 2017 | $ 4,129 | 397,649 | (43,249) | (780) | 357,749 | |
Balance, shares at Dec. 31, 2017 | 41,290,970 | |||||
Net loss | (218,529) | |||||
Balance at Jun. 30, 2018 | $ 4,354 | 525,225 | (261,778) | (17,480) | 250,321 | |
Balance, shares at Jun. 30, 2018 | 43,542,397 | |||||
Balance at Mar. 31, 2018 | $ 4,158 | 528,456 | (81,916) | 2,962 | 453,660 | |
Balance, shares at Mar. 31, 2018 | 41,580,120 | |||||
Common stock issued for cash | $ 142 | 338,919 | 339,061 | |||
Common stock issued for cash, shares | 1,422,018 | |||||
Common stock issued for services | $ 14 | 70,116 | 70,130 | |||
Common stock issued for services, shares | 140,259 | |||||
Common stock issued for acquisition of subsidiary | $ 40 | (412,266) | (412,226) | |||
Common stock issued for acquisition of subsidiary, shares | 400,000 | |||||
Foreign currency translation | (20,442) | (20,442) | ||||
Net loss | (179,862) | (179,862) | ||||
Balance at Jun. 30, 2018 | $ 4,354 | 525,225 | (261,778) | (17,480) | 250,321 | |
Balance, shares at Jun. 30, 2018 | 43,542,397 | |||||
Balance at Dec. 31, 2018 | $ 5,300 | 950,474 | (613,683) | (4,773) | 337,318 | |
Balance, shares at Dec. 31, 2018 | 53,000,889 | |||||
Common stock issued for cash | $ 24 | 135,909 | 135,933 | |||
Common stock issued for cash, shares | 242,369 | |||||
Common stock acquired with cash and cancelled per repurchase agreements | (1,100) | (1,100) | ||||
Common stock acquired with cash and cancelled per repurchase agreements, shares | (2,200) | |||||
Common stock issued for services | $ 52 | 256,821 | 256,873 | |||
Common stock issued for services, shares | 516,124 | |||||
Foreign currency translation | (11,271) | (11,271) | ||||
Net loss | (392,294) | (392,294) | ||||
Balance at Mar. 31, 2019 | $ 5,376 | 1,342,104 | (1,005,977) | (16,044) | 325,459 | |
Balance, shares at Mar. 31, 2019 | 53,757,182 | |||||
Balance at Dec. 31, 2018 | $ 5,300 | 950,474 | (613,683) | (4,773) | 337,318 | |
Balance, shares at Dec. 31, 2018 | 53,000,889 | |||||
Net loss | (777,893) | |||||
Balance at Jun. 30, 2019 | $ 5,459 | 1,687,037 | (1,391,576) | (35,359) | 265,561 | |
Balance, shares at Jun. 30, 2019 | 54,587,423 | |||||
Balance at Mar. 31, 2019 | $ 5,376 | 1,342,104 | (1,005,977) | (16,044) | 325,459 | |
Balance, shares at Mar. 31, 2019 | 53,757,182 | |||||
Common stock issued for cash | $ 81 | 335,557 | 335,638 | |||
Common stock issued for cash, shares | 812,189 | |||||
Common stock acquired with cash and cancelled per repurchase agreements | $ (2) | (12,428) | (12,430) | |||
Common stock acquired with cash and cancelled per repurchase agreements, shares | (24,860) | |||||
Common stock issued for services | $ 4 | 21,804 | 21,808 | |||
Common stock issued for services, shares | 42,912 | |||||
Foreign currency translation | (19,315) | (19,315) | ||||
Net loss | (385,599) | (385,599) | ||||
Balance at Jun. 30, 2019 | $ 5,459 | $ 1,687,037 | $ (1,391,576) | $ (35,359) | $ 265,561 | |
Balance, shares at Jun. 30, 2019 | 54,587,423 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (777,893) | $ (218,529) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 278,681 | 70,130 |
Changes in operating assets and liabilities | ||
Prepaid expenses | 3,226 | (4,136) |
Inventory | (161,091) | (105,365) |
Accounts payable and accrued liabilities | 16,370 | 17,558 |
Deferred revenue | 25,801 | |
Net Cash Used in Operating Activities | (614,906) | (240,342) |
INVESTING ACTIVITIES | ||
Net cash paid for acquisition of subsidiary | (240,678) | |
Deposit with related party | (73,956) | |
Repayment of advance to related party | 1,300 | |
Net Cash Used in Investing Activities | (72,656) | (240,678) |
FINANCING ACTIVITIES | ||
Proceeds from notes payable - related party | 298,317 | 16,482 |
Repayment of common stock refund | (13,530) | |
Proceeds from sale of common stock | 471,571 | 469,897 |
Net Cash Provided by Financing Activities | 756,358 | 486,379 |
Effect of Exchange Rate on Changes in Cash | (30,586) | (16,700) |
NET INCREASE (DECREASE) IN CASH | 38,210 | (11,341) |
CASH AT BEGINNING OF PERIOD | 18,575 | 81,118 |
CASH AT END OF PERIOD | 56,785 | 69,777 |
CASH PAID FOR: | ||
Interest | ||
Income taxes | ||
NON-CASH DISCLOSURES OF CASH FLOW INFORMATION: | ||
Common stock issued for acquisition of subsidiary and recapitalization | 171,548 | |
Cancellation of repurchased shares of common stock | $ (13,530) |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
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. 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”). 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. 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 Thailand (“Fah Mai Thailand”). 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 ceased to exist and the Company 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, net assets and liabilities of Fah Mai Thailand were recorded on the books of the Company at their historical costs. 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 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. GAAP 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, 2018. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. 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 Co., Ltd., Fah Mai Holdings Limited and Platinum Cask Limited (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
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 $777,893 for the six months ended June 30, 2019. The Company had working capital of $186,525 and an accumulated deficit of $1,391,576 as of June 30, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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 U.S. GAAP 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 $56,785 and $18,575 held in cash as of as of June 30, 2019 and December 31, 2018, 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. However, most of the Company’s cash is held outside of the United States of America. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2019 or December 31, 2018. 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. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires a lessee to recognize a liability representing future lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For operating leases, a lessee is required to recognize at inception a right-of-use asset and a lease liability equal to the net present value of the lease payments, with lease expense recognized over the lease term on a straight-line basis. For leases with a term of twelve months or less, ASU 2016-02 allows a reporting entity to make an accounting policy election to not recognize a right-of-use asset and a lease liability, and to recognize lease expense on a straight-line basis. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company entered into two lease arrangements during the six months ended June 30, 2019. These lease arrangements were for an apartment and an office location, both with agreements of less than 12 months. As such, the Company elected to not recognize right-of-use assets or lease liabilities, pursuant to short-term lease exemption provisions of Topic 842. The Company adopted ASU 2016-02 effective January 1, 2019, which had no impact on the Company’s financial statements. Revenue Recognition The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. The Company sells bottles and casks of whisky to its customers. The Company records the revenue once the whisky is shipped and the Company’s obligations are completed. The Company also sales fractions of cask to customers in advance of selling the casks. The money from these cask fraactions is recorded as deferred revenue until the cask is sold. Once these casks are sold the Company recognized the revenue that has been deferred and removes the associated liability. Other Comprehensive Loss ASC 220, Other Comprehensive Loss, Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurement 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. Stock Based Compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant. The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the stock on the date of granting and recognized as services are provided. The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. 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 June 30, 2019 and December 31, 2018, the Company had cumulative net operating losses of $1,391,576 and $613,683, respectively. As of June 30, 2019 and December 31, 2018, 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 Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding during the periods presented. Potentially dilutive common stock equivalents such as stock options, warrants and convertible debt are included in the computation of diluted weighted average of common shares outstanding, unless their effect is anti-dilutive due to net losses. As of June 30, 2019 and December 31, 2018, there are no potentially dilutive common stock equivalents. Basis of Valuing 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 net realizable value. |
Advance to Related Entity
Advance to Related Entity | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Advance to Related Entity | NOTE 4 – ADVANCE TO RELATED ENTITY As of June 30, 2019 and December 31, 2018, the Company had advanced non-interest bearing funds to a related party entity in the amount of $5,080 and $6,380, respectively, in anticipation of acquiring or merging the entity with the Company. All of these proceeds were loaned to a related party, Rare Whisky Auctions (“RWA”), a United Kingdom company controlled by the majority shareholders of the Company. The Company recorded an advance to a related entity – in anticipation of merger on its books for these funds. |
Deposit with Related Party
Deposit with Related Party | 6 Months Ended |
Jun. 30, 2019 | |
Deposit With Related Party | |
Deposit with Related Party | NOTE 5 – DEPOSIT WITH RELATED PARTY As of June 30, 2019 and December 31, 2018, the Company had deposited $73,956 and $0, respectively, in a related party entity. This is being reported currently as a deposit. The Company will eventually own an as yet undetermined percentage of the equity in this entity and will be recorded on its books using the equity method. For June 30, 2019 and December 31, 2018, the Company has recorded a gain on this investment of $0 and $0, respectively. |
Whisky Inventory and Deferred R
Whisky Inventory and Deferred Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Whisky Inventory and Deferred Revenue | NOTE 6 – WHISKY INVENTORY AND DEFERRED REVENUE As of June 30, 2019 and December 31, 2018, the Company had whisky inventory of $554,879 and $393,788, respectively. 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 $100,959 and $75,158 as of June 30, 2019 and December 31, 2018, respectively, and are recorded as deferred revenue. |
Note Payable - Related Party
Note Payable - Related Party | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Note Payable - Related Party | NOTE 7 – NOTE PAYABLE - RELATED PARTY During the six months ended June 30, 2019 and 2018, the Company received $298,317 and $16,482, respectively, in loan proceeds from an officer and director. Balances owed totaled $298,317 and $0 at June 30, 2019 and December 31, 2018, respectively. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Common Stock | NOTE 8 – COMMON STOCK During the six months ended June 30, 2018, the Company issued 1,711,168 shares of common stock to unrelated parties, at $0.45 - $0.75 per share and received $469,897 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 six months ended June 30, 2018, the Company issued 140,259 shares of common stock to unrelated individuals for services. The shares were issued between $0.50 and $0.65 per share and the Company recorded $70,130 in expenses. During the six months ended June 30, 2019, the Company issued 1,054,558 shares of common stock through 48 stock subscription agreements, which are all unrelated parties, at $0.42 - $1.00 per share and received $471,571 in cash. During the six months ended June 30, 2019, the Company issued 500,000 shares of common stock to one individual for services. The shares were issued at $0.50 per share and the Company recorded $250,000 in expenses as stock based compensation. During the six months ended June 30, 2019, the Company issued 59,036 shares of common stock to 34 individuals for investment services. The shares were issued from $0.30 to $0.65 per share and the Company recorded $28,681 in expenses as stock based compensation. During the six months ended June 30, 2019, the Company purchased 27,060 shares of common stock from three individuals for $0.50 per share for $13,530 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 June 30, 2019 and December 31, 2018, respectively, 54,587,423 and 53,000,889 shares of common stock and no shares of preferred stock were issued and outstanding. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the unaudited consolidated financial statements were issued and there are no material subsequent events, except as detailed below: From July 1, 2019 through November 27, 2019, the Company issued 509,919 shares of common stock to 47 unaffiliated individuals at $0.50 - $1.00 per share for investment services for a value of $509,971. From July 1, 2019 through November 27, 2019, the Company issued 1,156,171 shares of common stock to 28 unaffiliated individuals at $0.43 - $1.00 per share for net proceeds of $1,014,237. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 $56,785 and $18,575 held in cash as of as of June 30, 2019 and December 31, 2018, 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. However, most of the Company’s cash is held outside of the United States of America. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2019 or December 31, 2018. |
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. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires a lessee to recognize a liability representing future lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For operating leases, a lessee is required to recognize at inception a right-of-use asset and a lease liability equal to the net present value of the lease payments, with lease expense recognized over the lease term on a straight-line basis. For leases with a term of twelve months or less, ASU 2016-02 allows a reporting entity to make an accounting policy election to not recognize a right-of-use asset and a lease liability, and to recognize lease expense on a straight-line basis. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company entered into two lease arrangements during the six months ended June 30, 2019. These lease arrangements were for an apartment and an office location, both with agreements of less than 12 months. As such, the Company elected to not recognize right-of-use assets or lease liabilities, pursuant to short-term lease exemption provisions of Topic 842. The Company adopted ASU 2016-02 effective January 1, 2019, which had no impact on the Company’s financial statements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” Revenue Recognition Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. The Company sells bottles and casks of whisky to its customers. The Company records the revenue once the whisky is shipped and the Company’s obligations are completed. The Company also sales fractions of cask to customers in advance of selling the casks. The money from these cask fraactions is recorded as deferred revenue until the cask is sold. Once these casks are sold the Company recognized the revenue that has been deferred and removes the associated liability. |
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, Fair Value Measurement 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. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant. The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.” Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the stock on the date of granting and recognized as services are provided. The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. |
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 June 30, 2019 and December 31, 2018, the Company had cumulative net operating losses of $1,391,576 and $613,683, respectively. As of June 30, 2019 and December 31, 2018, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Net Loss Per Share | Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding during the periods presented. Potentially dilutive common stock equivalents such as stock options, warrants and convertible debt are included in the computation of diluted weighted average of common shares outstanding, unless their effect is anti-dilutive due to net losses. As of June 30, 2019 and December 31, 2018, there are no potentially dilutive common stock equivalents. |
Basis of Valuing Inventory | Basis of Valuing Inventory The Company purchases rare Scotch whisky for collection and possible marketing and re-sale. The inventory is recorded at the lower of cost (purchase price including fees) or net realizable value. |
Description of Business and B_2
Description of Business and Basis of Presentation (Details Narrative) - Merger Agreement [Member] | Jun. 08, 2018$ / sharesshares |
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 ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Operating loss, net | $ 385,599 | $ 392,294 | $ 179,862 | $ 38,667 | $ 777,893 | $ 218,529 | |
Working capital | 186,525 | 186,525 | |||||
Accumulated deficit | $ 1,391,576 | $ 1,391,576 | $ 613,683 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Cash | $ 56,785 | $ 18,575 |
Cash balances in FDIC corp | ||
Accumulated other comprehensive income (loss) | 35,359 | 4,773 |
Net operating losses | 1,391,576 | 613,683 |
Deferred taxes due | ||
Potentially dilutive common stock equivalents |
Advance to Related Entity (Deta
Advance to Related Entity (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Advance to related entity in anticipation of merger | $ 5,080 | $ 6,380 |
Deposit with Related Party (Det
Deposit with Related Party (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Deposit With Related Party | ||
Deposits with related party | $ 73,956 | $ 0 |
Gain on investment | $ 0 | $ 0 |
Whisky Inventory and Deferred_2
Whisky Inventory and Deferred Revenue (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Whisky inventory | $ 554,879 | $ 393,788 |
Deferred Revenue - Cask Fractions | $ 100,959 | $ 75,158 |
Note Payable - Related Party (D
Note Payable - Related Party (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Received funds from related party | $ 298,317 | $ 0 | |
Officer and Director [Member] | |||
Received funds from related party | $ 298,317 | $ 16,482 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jun. 08, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Proceeds from sale of common stock | $ 471,571 | $ 469,897 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Value of shares issued for services | $ 21,808 | $ 256,873 | $ 70,130 | ||||
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 | 54,587,423 | 54,587,423 | 53,000,889 | ||||
Common stock, shares outstanding | 54,587,423 | 54,587,423 | 53,000,889 | ||||
Preferred stock, shares issued | |||||||
Preferred stock, shares outstanding | |||||||
Unrelated Parties [Member] | |||||||
Number of common shares issued during period, shares | 1,711,168 | ||||||
Proceeds from sale of common stock | $ 469,897 | ||||||
Unrelated Individual [Member] | |||||||
Number of common stock shares issued for services | 140,259 | ||||||
Value of shares issued for services | $ 70,130 | ||||||
One Individual [Member] | |||||||
Shares issued, price per share | $ 0.50 | $ 0.50 | |||||
Number of common stock shares issued for services | 500,000 | ||||||
Value of shares issued for services | $ 250,000 | ||||||
34 Individuals [Member] | |||||||
Number of common stock shares issued for services | 59,036 | ||||||
Value of shares issued for services | $ 28,681 | ||||||
Three Individuals [Member] | |||||||
Shares issued, price per share | 0.50 | $ 0.50 | |||||
Number of common stock repurchase shares | 27,060 | ||||||
Number of common stock repurchase value | $ 13,530 | ||||||
Fah Mai Holdings, Co Ltd [Member] | |||||||
Shares issued for acquisition | 400,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Maximum [Member] | Unrelated Parties [Member] | |||||||
Shares issued, price per share | $ 0.45 | $ 0.45 | |||||
Maximum [Member] | 44 Individual [Member] | |||||||
Shares issued, price per share | 0.65 | 0.65 | |||||
Maximum [Member] | 34 Individuals [Member] | |||||||
Shares issued, price per share | 0.65 | $ 0.65 | |||||
Minimum [Member] | Unrelated Parties [Member] | |||||||
Shares issued, price per share | 0.75 | 0.75 | |||||
Minimum [Member] | 44 Individual [Member] | |||||||
Shares issued, price per share | $ 0.50 | $ 0.50 | |||||
Minimum [Member] | 34 Individuals [Member] | |||||||
Shares issued, price per share | 0.30 | $ 0.30 | |||||
48 Stock Subscription Agreements [Member] | |||||||
Number of common shares issued during period, shares | 1,054,558 | ||||||
Proceeds from sale of common stock | $ 471,571 | ||||||
48 Stock Subscription Agreements [Member] | Maximum [Member] | |||||||
Shares issued, price per share | 1 | $ 1 | |||||
48 Stock Subscription Agreements [Member] | Minimum [Member] | |||||||
Shares issued, price per share | $ 0.42 | $ 0.42 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Nov. 27, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Value of shares issued for services | $ 21,808 | $ 256,873 | $ 70,130 | |||
Proceeds from sale of common stock | $ 471,571 | $ 469,897 | ||||
Subsequent Event [Member] | 47 Unaffiliated Individuals [Member] | ||||||
Number of common stock shares issued for services | 509,919 | |||||
Value of shares issued for services | $ 509,971 | |||||
Subsequent Event [Member] | 47 Unaffiliated Individuals [Member] | Minimum [Member] | ||||||
Shares issued, price per share | $ 0.50 | |||||
Subsequent Event [Member] | 47 Unaffiliated Individuals [Member] | Maximum [Member] | ||||||
Shares issued, price per share | $ 1 | |||||
Subsequent Event [Member] | 28 Unaffiliated Individuals [Member] | ||||||
Number of common shares issued during period, shares | 1,156,171 | |||||
Proceeds from sale of common stock | $ 1,014,237 | |||||
Subsequent Event [Member] | 28 Unaffiliated Individuals [Member] | Minimum [Member] | ||||||
Shares issued, price per share | $ 0.43 | |||||
Subsequent Event [Member] | 28 Unaffiliated Individuals [Member] | Maximum [Member] | ||||||
Shares issued, price per share | $ 1 |