Document and Entity Information
Document and Entity Information | 1 Months Ended |
Nov. 16, 2018 | |
Document And Entity Information | |
Entity Registrant Name | UPD HOLDING CORP. |
Entity Central Index Key | 836,937 |
Document Type | 8-K |
Document Period End Date | Nov. 16, 2018 |
Amendment Flag | false |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Pro Forma [Member] | |||
CURRENT ASSETS: | |||
Cash and Cash Equivalents | $ 127,241 | ||
Inventory | 56,782 | ||
Note Receivable | |||
Other Current Assets | 22,000 | ||
Total Current Assets | 206,023 | ||
NONCURRENT ASSETS: | |||
Property, plant and equipment, net | 389,967 | ||
Intangible assets, net | 1,243,462 | ||
Goodwill | 492,762 | ||
Total noncurrent assets | 2,126,191 | ||
TOTAL ASSETS | 2,332,214 | ||
CURRENT LIABILITIES: | |||
Accounts Payable | 220,861 | ||
Accrued Liabilities | 70,758 | ||
Accrued Interest | |||
Notes Payable | 460,000 | ||
Convertible Notes | 50,000 | ||
Notes Payable - Related Party | 10,000 | ||
Convertible Notes Payable - Related Party | 15,000 | ||
Due to Shareholder(s) | 64,261 | ||
Total Current Liabilities | 890,880 | ||
TOTAL LIABILITIES | 890,880 | ||
STOCKHOLDERS' DEFICIT: | |||
Common stock, $0.001 par value 10,000 authorized: 6,500 and 4,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 806,333 | ||
Additional paid-in capital | 927,928 | ||
Accumulated deficit | (292,927) | ||
TOTAL STOCKHOLDERS' DEFICIT | 1,441,334 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,332,214 | ||
Record Street Brewing Co [Member] | |||
CURRENT ASSETS: | |||
Cash and Cash Equivalents | 35,000 | $ 100 | |
Total Current Assets | 35,000 | 100 | |
NONCURRENT ASSETS: | |||
Property, plant and equipment, net | 322,608 | 349,070 | 1,656 |
Total noncurrent assets | 322,608 | 349,070 | 1,656 |
TOTAL ASSETS | 357,608 | 349,070 | 1,756 |
CURRENT LIABILITIES: | |||
Accounts Payable | 24,616 | 37,722 | 31,246 |
Accrued Interest | 25,000 | 12,000 | |
Notes Payable | 25,000 | 10,000 | |
Convertible Notes | 100,000 | ||
Notes Payable - Related Party | 10,000 | 10,000 | |
Due to Shareholder(s) | 167,981 | 159,911 | 100 |
Construction Liability | 172,500 | 172,500 | |
Total Current Liabilities | 525,097 | 402,133 | 31,346 |
TOTAL LIABILITIES | 525,097 | 402,133 | 31,346 |
STOCKHOLDERS' DEFICIT: | |||
Common stock, $0.001 par value 10,000 authorized: 6,500 and 4,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 7 | 7 | 4 |
Additional paid-in capital | 214,925 | 177,243 | (4) |
Accumulated deficit | (382,421) | (230,313) | (29,590) |
TOTAL STOCKHOLDERS' DEFICIT | (167,489) | (53,063) | (29,590) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 357,608 | $ 349,070 | $ 1,756 |
Record Street Brewing Co [Member] | Pro Forma [Member] | |||
CURRENT ASSETS: | |||
Cash and Cash Equivalents | 35,000 | ||
Inventory | |||
Note Receivable | |||
Other Current Assets | |||
Total Current Assets | 35,000 | ||
NONCURRENT ASSETS: | |||
Property, plant and equipment, net | 322,608 | ||
Intangible assets, net | |||
Goodwill | |||
Total noncurrent assets | 322,608 | ||
TOTAL ASSETS | 357,608 | ||
CURRENT LIABILITIES: | |||
Accounts Payable | 24,616 | ||
Accrued Liabilities | |||
Accrued Interest | 25,000 | ||
Notes Payable | 25,000 | ||
Convertible Notes | 100,000 | ||
Notes Payable - Related Party | 10,000 | ||
Convertible Notes Payable - Related Party | |||
Due to Shareholder(s) | 167,981 | ||
Construction Liability | 172,500 | ||
Total Current Liabilities | 525,097 | ||
TOTAL LIABILITIES | 525,097 | ||
STOCKHOLDERS' DEFICIT: | |||
Common stock, $0.001 par value 10,000 authorized: 6,500 and 4,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 7 | ||
Additional paid-in capital | 214,925 | ||
Accumulated deficit | (382,421) | ||
TOTAL STOCKHOLDERS' DEFICIT | (167,489) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 357,608 | ||
UPD Holding Inc [Member] | Pro Forma [Member] | |||
CURRENT ASSETS: | |||
Cash and Cash Equivalents | 110,120 | ||
Inventory | |||
Note Receivable | 15,000 | ||
Other Current Assets | |||
Total Current Assets | 125,120 | ||
NONCURRENT ASSETS: | |||
Property, plant and equipment, net | |||
Intangible assets, net | |||
Goodwill | |||
Total noncurrent assets | |||
TOTAL ASSETS | 125,120 | ||
CURRENT LIABILITIES: | |||
Accounts Payable | 33,028 | ||
Accrued Liabilities | 70,758 | ||
Accrued Interest | |||
Notes Payable | 100,000 | ||
Convertible Notes | 50,000 | ||
Notes Payable - Related Party | |||
Convertible Notes Payable - Related Party | 15,000 | ||
Due to Shareholder(s) | |||
Construction Liability | |||
Total Current Liabilities | 268,786 | ||
TOTAL LIABILITIES | 268,786 | ||
STOCKHOLDERS' DEFICIT: | |||
Common stock, $0.001 par value 10,000 authorized: 6,500 and 4,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 406,333 | ||
Additional paid-in capital | (272,072) | ||
Accumulated deficit | (277,927) | ||
TOTAL STOCKHOLDERS' DEFICIT | (143,666) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 125,120 | ||
Pro Forma Adjustments [Member] | Pro Forma [Member] | |||
CURRENT ASSETS: | |||
Cash and Cash Equivalents | (17,879) | ||
Inventory | 56,782 | ||
Note Receivable | (15,000) | ||
Other Current Assets | 22,000 | ||
Total Current Assets | 45,903 | ||
NONCURRENT ASSETS: | |||
Property, plant and equipment, net | 58,031 | ||
Intangible assets, net | 1,243,462 | ||
Goodwill | 492,762 | ||
Total noncurrent assets | 1,803,583 | ||
TOTAL ASSETS | 1,849,486 | ||
CURRENT LIABILITIES: | |||
Accounts Payable | 163,217 | ||
Accrued Liabilities | |||
Accrued Interest | (22,500) | ||
Notes Payable | (15,000) | ||
Convertible Notes | (100,000) | ||
Notes Payable - Related Party | |||
Convertible Notes Payable - Related Party | |||
Due to Shareholder(s) | (920) | ||
Construction Liability | (172,500) | ||
Total Current Liabilities | 96,997 | ||
TOTAL LIABILITIES | 96,997 | ||
STOCKHOLDERS' DEFICIT: | |||
Common stock, $0.001 par value 10,000 authorized: 6,500 and 4,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively | 400,000 | ||
Additional paid-in capital | (160,863) | ||
Accumulated deficit | (101,394) | ||
TOTAL STOCKHOLDERS' DEFICIT | 1,752,489 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,849,486 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Pro Forma [Member] | |||
Common stock, shares issued | 80,000,000 | ||
Record Street Brewing Co [Member] | |||
Common stock, Par value (in dollar per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, share authorized | 10,000 | 10,000 | 10,000 |
Common stock, shares issued | 6,500 | 6,500 | 4,000 |
Common stock, shares outstanding | 6,500 | 6,500 | 4,000 |
Record Street Brewing Co [Member] | Pro Forma [Member] | |||
Common stock, Par value (in dollar per share) | $ 0.001 | ||
Common stock, share authorized | 10,000 | ||
Common stock, shares issued | 6,500 | ||
Common stock, shares outstanding | 6,500 | ||
UPD Holding Inc [Member] | Pro Forma [Member] | |||
Common stock, Par value (in dollar per share) | $ 0.005 | ||
Common stock, share authorized | 200,000,000 | ||
Common stock, shares issued | 81,266,636 | ||
Common stock, shares outstanding | 81,266,636 |
STATEMENTS OF OPERATION
STATEMENTS OF OPERATION - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Pro Forma [Member] | ||||||
Sales | $ 2,176 | $ 19,809 | ||||
Cost of sales | (30,799) | (39,896) | ||||
Gross Profit | (28,623) | (20,087) | ||||
Operating expenses: | ||||||
Selling, general, and administrative expense | (116,216) | (91,002) | ||||
Total operating expenses | (116,216) | (91,002) | ||||
Operating income | (144,839) | (111,089) | ||||
Other expenses: | ||||||
Gain (loss) on disposal of assets | (3,394) | |||||
Bad debt expense | (15,000) | |||||
Interest expense | (7,361) | (82,998) | ||||
Total other expenses | (25,755) | (82,998) | ||||
NET LOSS | $ (170,594) | $ (194,087) | ||||
BASIC AND DILUTED PER SHARE DATA: | ||||||
Net loss per share - basic and diluted (in dollar per share) | $ 0 | $ 0 | ||||
Weighted average shares outstanding - basic and diluted (in shares) | 159,897,071 | 159,750,198 | ||||
Record Street Brewing Co [Member] | ||||||
Sales | $ 21,985 | |||||
Cost of sales | $ (3,390) | (51,710) | (51,089) | $ (57,658) | ||
Gross Profit | (3,390) | (29,725) | (51,089) | (57,658) | ||
Operating expenses: | ||||||
Selling, general, and administrative expense | (26,200) | (102,989) | (107,176) | (128,572) | ||
Total operating expenses | (26,200) | (102,989) | (107,176) | (128,572) | ||
Operating income | (29,590) | (132,714) | (158,265) | (186,230) | ||
Other expenses: | ||||||
Gain (loss) on disposal of assets | (3,394) | |||||
Interest expense | (16,000) | (9,993) | (14,493) | |||
Total other expenses | (19,394) | (9,993) | (14,493) | |||
NET LOSS | $ (29,590) | $ (152,108) | $ (168,258) | $ (200,723) | ||
Record Street Brewing Co [Member] | Pro Forma [Member] | ||||||
Sales | $ 2,176 | $ 19,809 | ||||
Cost of sales | (30,799) | (39,896) | ||||
Gross Profit | (28,623) | (20,087) | ||||
Operating expenses: | ||||||
Selling, general, and administrative expense | (82,730) | (51,760) | ||||
Total operating expenses | (82,730) | (51,760) | ||||
Operating income | (111,353) | (71,847) | ||||
Other expenses: | ||||||
Gain (loss) on disposal of assets | (3,394) | |||||
Bad debt expense | ||||||
Interest expense | (7,000) | (18,000) | ||||
Total other expenses | (10,394) | (18,000) | ||||
NET LOSS | (121,747) | (89,847) | ||||
UPD Holding Inc [Member] | Pro Forma [Member] | ||||||
Sales | ||||||
Cost of sales | ||||||
Gross Profit | ||||||
Operating expenses: | ||||||
Selling, general, and administrative expense | (33,486) | (39,242) | ||||
Total operating expenses | (33,486) | (39,242) | ||||
Operating income | (33,486) | (39,242) | ||||
Other expenses: | ||||||
Gain (loss) on disposal of assets | ||||||
Bad debt expense | ||||||
Interest expense | (361) | (64,998) | ||||
Total other expenses | (361) | (64,998) | ||||
NET LOSS | $ (33,847) | $ (104,240) | ||||
BASIC AND DILUTED PER SHARE DATA: | ||||||
Net loss per share - basic and diluted (in dollar per share) | $ 0 | $ 0 | ||||
Weighted average shares outstanding - basic and diluted (in shares) | 79,897,071 | 79,750,198 | ||||
Pro Forma Adjustments [Member] | Pro Forma [Member] | ||||||
Sales | ||||||
Cost of sales | ||||||
Gross Profit | ||||||
Operating expenses: | ||||||
Selling, general, and administrative expense | ||||||
Total operating expenses | ||||||
Operating income | ||||||
Other expenses: | ||||||
Gain (loss) on disposal of assets | ||||||
Bad debt expense | (15,000) | |||||
Interest expense | ||||||
Total other expenses | (15,000) | |||||
NET LOSS | $ (15,000) | |||||
BASIC AND DILUTED PER SHARE DATA: | ||||||
Weighted average shares outstanding - basic and diluted (in shares) | 80,000,000 |
STATEMENT OF STOCKHOLDERS' DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT - Record Street Brewing Co [Member] - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE, BEGINNING at Sep. 20, 2015 | ||||
BALANCE, BEGINNING (in shares) at Sep. 20, 2015 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Shares issued to founders | $ 4 | (4) | ||
Shares issued to founders (in shares) | 4,000 | |||
Net loss | (29,590) | (29,590) | ||
BALANCE, ENDING at Dec. 31, 2015 | $ 4 | (4) | (29,590) | $ (29,590) |
BALANCE, ENDING (in shares) at Dec. 31, 2015 | 4,000 | 4,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common stock purchase | $ 3 | 149,997 | ||
Common stock purchase (in shares) | 2,500 | |||
Noncash rent expense | 27,250 | $ 27,250 | ||
Net loss | (200,723) | (200,723) | ||
BALANCE, ENDING at Dec. 31, 2016 | $ 7 | $ 177,243 | $ (230,313) | $ (53,063) |
BALANCE, ENDING (in shares) at Dec. 31, 2016 | 6,500 | 6,500 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Noncash rent expense | $ 36,450 | |||
Net loss | (152,108) | |||
BALANCE, ENDING at Sep. 30, 2017 | $ (167,489) | |||
BALANCE, ENDING (in shares) at Sep. 30, 2017 | 6,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - Record Street Brewing Co [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (29,590) | $ (152,108) | $ (168,258) | $ (200,723) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Accounts payable used to purchase fixed assets | (1,656) | |||
Loss on disposal of assets | (3,394) | |||
Noncash rent expense | 36,450 | 7,000 | 27,250 | |
Changes in operating assets and liabilities: | ||||
Accounts Payable | 31,246 | (13,106) | 8,189 | 6,476 |
Accrued Interest | 13,000 | 7,500 | 12,000 | |
Net Cash Used in Operating Activities | (112,370) | (145,569) | (154,997) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Proceeds from sale of assets | 37,000 | |||
Investments in property, plant, and equipment | (13,932) | (174,259) | (174,914) | |
Net Cash Used in Investing Activities | 23,068 | (174,259) | (174,914) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from expenses paid by shareholders | 1,232 | |||
Proceeds from sale of common stock | 150,000 | 150,000 | ||
Proceeds from loans from shareholders | 100 | 8,070 | 159,728 | 234,811 |
Repayment of loans from shareholders | (75,000) | |||
Proceeds from Convertible Notes | 100,000 | |||
Proceeds from notes payable - related party | 10,000 | |||
Proceeds from notes payable | 15,000 | 10,000 | 10,000 | |
Net Cash Provided by Financing Activities | 100 | 124,302 | 319,728 | 329,811 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 100 | 35,000 | (100) | (100) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 100 | 100 | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD | 100 | 35,000 | ||
INTEREST PAID: | 3,000 | |||
TAXES PAID: | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Founders' shares issued 4,000 shares at $0.001 par | 4 | |||
Leasehold improvements acquired with construction liability | $ 172,500 | $ 172,500 |
STATEMENTS OF CASH FLOWS (Paren
STATEMENTS OF CASH FLOWS (Parenthetical) - Record Street Brewing Co [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Founders' shares issued (in shares) | 4,000 | 4,000 |
Founders' share par value (in dollar per share) | $ 0.001 | $ 0.001 |
ORGANIZATION_Basis of Presentat
ORGANIZATION/Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Pro Forma [Member] | ||
ORGANIZATION | 1. Basis of Presentation Effective December 31, 2017, UPD Holding, Inc. (“UPD”) completed the acquisition of 100% of the equity of Record Street Brewing Co. (“RSB”). UPD issued 80,000,000 shares of common stock to the shareholders of RSB in exchange for all of RSB’s issued and outstanding 5,000 shares. In the pro forma unaudited combined financial statements, pro forma adjustments are made to reflect the financial position and results of operations of a combined operating entity. The unaudited pro forma combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized has UPD and RSB been a combined company during the specified periods. The unaudited pro forma combined financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical financial statements of RSB included herein, and the historical financial statements of UPD included in its Annual Report on Form 10-K for the year ended June 30, 2017 and its Quarterly Report on Form 10-Q for the three months ended September 30, 2017. | |
Record Street Brewing Co [Member] | ||
ORGANIZATION | NOTE 1 – ORGANIZATION Organization – G oing Concern – In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. | NOTE 1 – ORGANIZATION Organization – Going Concern – In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) completing a merger with or acquisition of an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Record Street Brewing Co [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – Revenue Recognition – The Company sells beer through distributors. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs when the product arrives at distribution centers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. We consider customer purchase orders, which in some cases are governed by a master agreement, to be the contracts with a customer. For each contract related to the sale of beer, we consider the promise to transfer products, each of which is distinct, to be the identified performance obligation. The transaction price for each performance obligation is specifically identified within the contract with our customer and represents the fair standalone selling price. Discounts are recognized as a reduction to Sales at the time we recognize the revenue. We generally do not grant return privileges, except in limited and specific circumstances. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation – Use of Estimates Cash and Cash Equivalents – Property, equipment and leasehold improvements · Restaurant supplies: 5 years · Brewing supplies: 7 years · Leasehold improvements: 20 years Expenditures for repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon disposal of equipment and leasehold improvements, the accounts are relieved of the costs and related accumulated depreciation, and resulting gains or losses are reflected in operations. Property, plant and equipment are reviewed for impairment in accordance with ASC 360. The Company assesses impairment of property, plant, and equipment whenever events or changes in circumstances indicate the carrying values of the assets may not be recoverable. Income taxes – Related parties – Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes virtually all existing revenue guidance. Under this standard, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On December 31, 2016, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings. The Company expects the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis. See also Note 2 in the accompanying unaudited financial statements for the nine months ended September 30, 2017. Other recent accounting pronouncements that have been issued or proposed by FASB are not expected to have a material impact on the financial statements upon adoption. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Record Street Brewing Co [Member] | |
FIXED ASSETS | NOTE 3 – FIXED ASSETS Cost Accumulated Depreciation December 31, 2016 Net Book Value December 31, 2015 Net Book Value Restaurant Supplies $ 6,725 $ - $ 6,725 $ - Brewing Supplies 40,394 - 40,394 - Leasehold Improvements 301,951 - 301,951 1,656 Total $ 349,070 $ - $ 349,070 $ 1,656 During the year ended December 31, 2016, the Company did not record any depreciation. The brewing supplies were not installed and other fixed assets were not ready for service. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Record Street Brewing Co [Member] | ||
RELATED PARTY TRANSACTIONS | NOTE 3 – RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2017 the Company has identified the following material related party transactions. The Company borrowed $4,400 and $3,670 from shareholders Jesse Corletto and Patrick Ogle respectively. These loans, which are payable on demand, were made on an informal basis and are not accruing interest. The Company entered into a sublease with 324 E. 4 th th th th The Company entered into a sublease with 401 E. 4 th th th | NOTE 4 – RELATED PARTY TRANSACTIONS In 2015 the Company issued 2,000 founders’ shares to Jesse Corletto and 2,000 founders’ shares to Patrick Ogle. The shares were valued at par, $0.001. The Company also borrowed $100 from Patrick Ogle to fund the opening of a bank account. In 2016 the Company has identified the following material related party transactions: During the course of 2016, the Company borrowed $32,200 and $24,811 from shareholders Jesse Corletto and Patrick Ogle, respectively. These unsecured loans were made on an informal basis payable on demand and are not accruing interest. Ian Madan became a shareholder in the Company on January 29, 2016 with a $100,000 investment in exchange for 2,000 shares. Michael Madan became a shareholder in the Company on January 29, 2016 with a $50,000 investment in exchange for 500 shares. The Company borrowed $75,000 from Michael Madan on January 5, 2016 and repaid the principal without interest on February 1, 2016. The Company entered into a $100,000 unsecured bridge loan with Michael Madan on May 2, 2016 at an interest rate of 18% and with a maturity date of October 31, 2016. The accrued interest on this bridge loan as of December 31, 2016 was $12,000. The Company also borrowed $2,800 on an unsecured, informal basis payable on demand from shareholder Michael Madan in 2016, this sum is not accruing interest. The Company borrowed $10,000 from Terie Ogle, the mother of shareholder Patrick Ogle, on December 26, 2016. This unsecured loan was made on an informal basis payable on demand and is not accruing interest. The Company entered into a sublease with 324 E. 4 th th th th The Company entered into a sublease with 401 E. 4 th th th |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Record Street Brewing Co [Member] | ||
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE The Company borrowed $15,000 from UPD Holding, Inc. on September 22, 2017. The proceeds of this note were used for working capital and this note is payable on demand and is not accruing interest. UPD Holding, Inc. subsequently acquired the Company on December 31, 2017 as described in Note 6. | NOTE 5 – NOTES PAYABLE The Company borrowed $10,000 from an unrelated party on June 23, 2016. This unsecured note is not accruing interest and is payable on demand. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Record Street Brewing Co [Member] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE The Company borrowed $100,000 in June 2017 in the form of two unsecured convertible notes payable with a maturity date of June 30, 2018. These notes payable are convertible for 1,000 shares. Interest is accruing on these notes at 10% per annum. On December 31, 2017, immediately before the acquisition described below, the Company converted the convertible notes described above to 1,000 common shares |
CONSTRUCTION LIABILITY
CONSTRUCTION LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Record Street Brewing Co [Member] | ||
CONSTRUCTION LIABILITY | NOTE 6 – CONSTRUCTION LIABILITY During 2016, the company entered into a construction contract for leasehold improvements. This contract was not completed and litigation commenced between the Company and the counterparty to the contract in 2016. This litigation was subsequently settled in November 2017 for a payment of $82,500 and a two year noninterest bearing note in the total amount of $90,000 which requires monthly payments of $3,750. The Company has accrued this liability as of June 30, 2016 when the construction ceased. | NOTE 6 – CONSTRUCTION LIABILITY During 2016, the company entered into a construction contract for leasehold improvements. This contract was not completed and litigation commenced between the Company and the counterparty to the contract in 2016. This litigation was subsequently settled in November 2017 for a payment of $82,500 and a two year noninterest bearing note in the total amount of $90,000 which requires monthly payments of $3,750. The Company has accrued this liability as of June 30, 2016 when the construction ceased. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Record Street Brewing Co [Member] | |
INCOME TAXES | NOTE 7 – INCOME TAXES As of December 31, 2016 and 2015 deferred tax assets consist of the following: 2016 2015 Federal loss carryforwards $ 42,643 $ 6,214 Less: valuation allowances (42,643 ) (6,214 ) Deferred tax asset $ - $ - The future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. As of December 31, 2016 and 2015, the Company’s Federal net operating loss carryforwards were $203,063 and $29,590, respectively. The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2016 because it is not known whether future taxable income will be sufficient to utilize the loss carryforward. The carryforward will expire in 2036. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Record Street Brewing Co [Member] | ||
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS On October 1, 2017 the Company entered into a restructuring agreement with the Madan family. Pursuant to that agreement, Ian and Michael’s 2,500 shares were redeemed, retired, and cancelled in exchange for $150,000 in promissory notes accruing interest at 12% per annum and maturing on December 31, 2018. Further, the $100,000 bridge loan, any accrued interest on that loan, and Michael Madan’s interest in an Assignment and Repurchase Agreement were exchanged for an additional $200,000 in promissory notes accruing interest at 12% per annum and maturing on December 31, 2018. On December 31, 2017, immediately before the acquisition described below, the Company converted the convertible notes described above to 1,000 common shares. On December 31, 2017 the Company was acquired by UPD Holding, Inc. (“UPD”), a product development company based in Reno, NV. Shareholders of the Company received $1,600,000 of equity equal to 80,000,000 shares of UPD’s common stock. | NOTE 8 – SUBSEQUENT EVENTS On June 26, 2017 the Company completed the issuance of $100,000 in convertible notes. The notes accrue interest at 10% per annum and mature on June 30, 2018. The notes are convertible for 1,000 shares of the Company’s common stock. On December 31, 2017, immediately before the acquisition described below, the Company converted the convertible notes described above to 1,000 common shares. On October 1, 2017 the Company entered into a restructuring agreement with the Madan family. Pursuant to that agreement, Ian and Michael’s 2,500 shares were redeemed, retired, and cancelled in exchange for $150,000 in promissory notes accruing interest at 12% per annum and maturing on December 31, 2018. Further, the $100,000 bridge loan, any accrued interest on that loan, and Michael Madan’s interest in an Assignment and Repurchase Agreement were exchanged for an additional $200,000 in promissory notes accruing interest at 12% per annum and maturing on December 31, 2018. On December 31, 2017 the Company was acquired by UPD Holding, Inc. (“UPD”), a product development company based in Reno, NV. Shareholders of the Company received $1,600,000 of equity equal to 80,000,000 shares of UPD’s common stock. |
Estimated consideration and pre
Estimated consideration and preliminary purchase price allocation | 9 Months Ended |
Sep. 30, 2017 | |
Pro Forma [Member] | |
Estimated consideration and preliminary purchase price allocation | 2. Estimated consideration and preliminary purchase price allocation The Company has performed a preliminary valuation analysis of the fair market value of RSB’s assets to be acquired and liabilities to be assumed. Using the total consideration for the Acquisition, the Company has estimated the allocations to such assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the transactions’ closing date, December 31, 2017: Consideration: Fair value of equity consideration paid $ 1,600,000 Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: Cash $ 17,121 Current Assets 22,000 Inventory 56,782 Furniture & Equipment 91,933 Leasehold Improvements 298,034 Identifiable intangible assets 1,243,462 Accounts payable (187,833 ) Notes payable to related parties (74,261 ) Other current liabilities (360,000 ) Preliminary estimate of the fair value of assets acquired and liabilities assumed 1,107,238 Goodwill 492,762 Total purchase price $ 1,600,000 |
Pro-forma Assumptions and Adjus
Pro-forma Assumptions and Adjustments | 9 Months Ended |
Sep. 30, 2017 | |
Pro Forma [Member] | |
Pro-forma Assumptions and Adjustments | 3. Pro-forma Assumptions and Adjustments The accompanying pro forma unaudited combined financial statements of UPD have been prepared to reflect the following assumptions and adjustments: a) Working capital adjustments from September 30, 2017 to transaction date b) Elimination of inter-company loan of $15,000 c) To reflect execution of repurchase agreement in connection with October 1, 2017 restructuring d) To reflect October 1, 2017 restructuring agreement e) To reflect conversion of convertible notes on acquisition date f) To eliminate RSB’s equity accounts and account for the issuance of UPD shares in connection with the acquisition |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (policies) - Record Street Brewing Co [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Basis of Presentation | Basis of Presentation – | Basis of Presentation – Use of Estimates |
Revenue Recognition | Revenue Recognition – The Company sells beer through distributors. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs when the product arrives at distribution centers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. We consider customer purchase orders, which in some cases are governed by a master agreement, to be the contracts with a customer. For each contract related to the sale of beer, we consider the promise to transfer products, each of which is distinct, to be the identified performance obligation. The transaction price for each performance obligation is specifically identified within the contract with our customer and represents the fair standalone selling price. Discounts are recognized as a reduction to Sales at the time we recognize the revenue. We generally do not grant return privileges, except in limited and specific circumstances. | |
Use of Estimates | Use of Estimates | |
Cash and Cash Equivalents | Cash and Cash Equivalents – | |
Property, equipment and leasehold improvements | Property, equipment and leasehold improvements · Restaurant supplies: 5 years · Brewing supplies: 7 years · Leasehold improvements: 20 years Expenditures for repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon disposal of equipment and leasehold improvements, the accounts are relieved of the costs and related accumulated depreciation, and resulting gains or losses are reflected in operations. Property, plant and equipment are reviewed for impairment in accordance with ASC 360. The Company assesses impairment of property, plant, and equipment whenever events or changes in circumstances indicate the carrying values of the assets may not be recoverable. | |
Income taxes | Income taxes – | |
Related parties | Related parties – | |
Recent accounting pronouncements | Recent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes virtually all existing revenue guidance. Under this standard, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. As such, an entity needs to use more judgment and make more estimates than under the previous guidance. On December 31, 2016, the Company adopted the new accounting standard and all related amendments using the modified retrospective method which allows application only to the most current reporting period presented in the financial statements with a cumulative effect adjustment to retained earnings. The Company expects the impact of the adoption to be immaterial to its consolidated financial statements on an ongoing basis. See also Note 2 in the accompanying unaudited financial statements for the nine months ended September 30, 2017. Other recent accounting pronouncements that have been issued or proposed by FASB are not expected to have a material impact on the financial statements upon adoption. |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Record Street Brewing Co [Member] | |
Svhedule of fixed assets | Cost Accumulated December 31, 2016 December 31, 2015 Restaurant Supplies $ 6,725 $ - $ 6,725 $ - Brewing Supplies 40,394 - 40,394 - Leasehold Improvements 301,951 - 301,951 1,656 Total $ 349,070 $ - $ 349,070 $ 1,656 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Record Street Brewing Co [Member] | |
Schedule of deferred tax assets | As of December 31, 2016 and 2015 deferred tax assets consist of the following: 2016 2015 Federal loss carryforwards $ 42,643 $ 6,214 Less: valuation allowances (42,643 ) (6,214 ) Deferred tax asset $ - $ - |
Estimated consideration and p_2
Estimated consideration and preliminary purchase price allocation (Tables) | 3 Months Ended |
Sep. 30, 2017 | |
Pro Forma [Member] | Record Street Brewing Co [Member] | |
Schedule of purchase price allocation | The following table summarizes the allocation of the preliminary purchase price as of the transactions’ closing date, December 31, 2017: Consideration: Fair value of equity consideration paid $ 1,600,000 Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: Cash $ 17,121 Current Assets 22,000 Inventory 56,782 Furniture & Equipment 91,933 Leasehold Improvements 298,034 Identifiable intangible assets 1,243,462 Accounts payable (187,833 ) Notes payable to related parties (74,261 ) Other current liabilities (360,000 ) Preliminary estimate of the fair value of assets acquired and liabilities assumed 1,107,238 Goodwill 492,762 Total purchase price $ 1,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - Record Street Brewing Co [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Restaurant Supplies [Member] | |
Estimated useful lives | 5 years |
Brewing Supplies [Member] | |
Estimated useful lives | 5 years |
Leasehold Improvements [Member] | |
Estimated useful lives | 5 years |
Accounts Payable [Member] | |
Bank overdraft | $ (159) |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - Record Street Brewing Co [Member] - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cost | $ 349,070 | ||
Accumulated Depreciation | |||
Ending balance | $ 322,608 | 349,070 | $ 1,656 |
Restaurant Supplies [Member] | |||
Cost | 6,725 | ||
Accumulated Depreciation | |||
Ending balance | 6,725 | ||
Brewing Supplies [Member] | |||
Cost | 40,394 | ||
Accumulated Depreciation | |||
Ending balance | 40,394 | ||
Leasehold Improvements [Member] | |||
Cost | 301,951 | ||
Accumulated Depreciation | |||
Ending balance | $ 301,951 | $ 1,656 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Record Street Brewing Co [Member] - USD ($) | Oct. 01, 2016 | May 02, 2016 | Feb. 17, 2016 | Jan. 29, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 26, 2016 | Jan. 05, 2016 | Dec. 31, 2015 |
Debt maturity date | Oct. 1, 2016 | ||||||||
Accured interest on bridge loan | $ 12,000 | ||||||||
Rent paid | $ 5,750 | $ 1,000 | |||||||
Expenses | $ 17,250 | $ 10,000 | $ 51,750 | ||||||
Forgiven expenses | 27,450 | ||||||||
Lease expiration, date | Dec. 31, 2018 | Feb. 28, 2018 | |||||||
Jesse Corletto [Member] | |||||||||
Shares issued | 2,000 | ||||||||
Share issued, per share | $ 0.001 | ||||||||
Debt face amount | 4,400 | 32,200 | |||||||
Patrick Ogle [Member] | |||||||||
Shares issued | 2,000 | ||||||||
Share issued, per share | $ 0.001 | ||||||||
Debt face amount | $ 3,670 | 24,811 | $ 100 | ||||||
Ian Madan [Member] | |||||||||
Debt conversion, amount | $ 100,000 | ||||||||
Debt conversion, share issued | 2,000 | ||||||||
Michael Madan [Member] | |||||||||
Debt face amount | $ 12,000 | $ 75,000 | |||||||
Debt conversion, amount | $ 50,000 | ||||||||
Debt conversion, share issued | 500 | ||||||||
Bridge loaned amount | $ 100,000 | ||||||||
Debt instrument, interest rate | 18.00% | ||||||||
Debt maturity date | Oct. 31, 2016 | Oct. 31, 2016 | |||||||
Terie Ogle [Member] | |||||||||
Debt face amount | $ 10,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Sep. 30, 2017 | Sep. 22, 2017 | Jun. 26, 2017 | Jun. 23, 2016 |
10% Convertible Notes Payable Due on 30 June 2018 [Member] | Record Street Brewing Co [Member] | ||||
Debt face amount | $ 100,000 | $ 15,000 | $ 100,000 | $ 10,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - 10% Convertible Notes Payable Due on 30 June 2018 [Member] - Record Street Brewing Co [Member] - USD ($) | 1 Months Ended | |||||
Jun. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 22, 2017 | Jun. 26, 2017 | Jun. 23, 2016 | |
Debt face amount | $ 100,000 | $ 15,000 | $ 100,000 | $ 10,000 | ||
Number of debt conversion shares | 1,000 | |||||
Number of common shares isued on debt conversion | 1,000 | 1,000 |
CONSTRUCTION LIABILITY (Details
CONSTRUCTION LIABILITY (Details Narrative) - Construction Contract [Member] - Counterparty [Member] | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Litigation payment | $ 82,500 |
Noninterest bearing liablities | 90,000 |
Accrued liability | $ 3,750 |
Term of noninterest bearing note | Two year</font></p>" id="sjs-B6"><p><font style="font: 10pt Times New Roman, Times, Serif">Two year</font></p> |
INCOME TAXES (Details)
INCOME TAXES (Details) - Record Street Brewing Co [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Federal loss carryforwards | $ 42,643 | $ 6,214 |
Less: valuation allowances | (42,643) | (6,214) |
Deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - Record Street Brewing Co [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal net operating loss carryforwards | $ 203,063 | $ 29,590 |
Operating loss carryforward expiration year | 2,036 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Record Street Brewing Co [Member] - USD ($) | Oct. 01, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 22, 2017 | Jun. 26, 2017 | Jun. 23, 2016 |
Number of shares issued in transaction (in shares) | 80,000,000 | |||||
Number of shares issued in transaction | $ 1,600,000 | |||||
UPD Holding Inc [Member] | ||||||
Number of shares issued in transaction (in shares) | 80,000,000 | |||||
Number of shares issued in transaction | $ 1,600,000 | |||||
10% Convertible Notes Payable Due on 30 June 2018 [Member] | ||||||
Debt face amount | $ 100,000 | $ 15,000 | $ 100,000 | $ 10,000 | ||
Number of common shares isued on conversion | 1,000 | 1,000 | ||||
10% Convertible Notes Payable Due on 30 June 2018 [Member] | Subsequent Event [Member] | ||||||
Number of common shares isued on conversion | 1,000 | |||||
12% Promissory Notes Due on December 31, 2018 [Member] | Subsequent Event [Member] | Restructuring Agreement [Member ] | ||||||
Debt face amount | $ 150,000 | |||||
Number of shares cancelled | 2,500 | |||||
12% Promissory Notes Due on December 31, 2018 [Member] | Subsequent Event [Member] | Assignment And Repurchase Agreement [Member] | ||||||
Debt face amount | $ 200,000 | |||||
Bridge Loaned amount | $ 100,000 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Record Street Brewing Co [Member] | |||
Common stock issued (in shares) | 6,500 | 6,500 | 4,000 |
Pro Forma [Member] | |||
Business combination, percentage | 100.00% | ||
Common stock issued (in shares) | 80,000,000 | ||
Pro Forma [Member] | Record Street Brewing Co [Member] | |||
Common stock issued (in shares) | 6,500 | ||
Pro Forma [Member] | Shareholders' Equity [Member] | |||
Common stock issued (in shares) | 5,000 |
Estimated consideration and p_3
Estimated consideration and preliminary purchase price allocation (Details) - Pro Forma [Member] | Sep. 30, 2017USD ($) |
Consideration: | |
Fair value of equity consideration paid | $ 1,600,000 |
Recognized preliminary amounts of identifiable assets acquired and (liabilities assumed), at fair value: | |
Cash | 17,121 |
Current Assets | 22,000 |
Inventory | 56,782 |
Furniture & Equipment | 91,933 |
Leasehold Improvements | 298,034 |
Identifiable intangible assets | 1,243,462 |
Accounts payable | (187,833) |
Notes payable to related parties | (74,261) |
Other current liabilities | (360,000) |
Preliminary estimate of the fair value of assets acquired and liabilities assumed | 1,107,238 |
Goodwill | 492,762 |
Total purchase price | $ 1,600,000 |
Pro-forma Assumptions and Adj_2
Pro-forma Assumptions and Adjustments (Details Narrative) | Sep. 30, 2017USD ($) |
Pro Forma [Member] | |
Inter-company loan | $ 15,000 |