SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
or
Commission file number: 000-55254
(Exact name of registrant as specified in its charter)
Nevada
|
|
20-3118202
|
State or other jurisdiction of incorporation or organization
|
|
(I.R.S. Employer Identification No.)
|
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (800) 988-7735
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class
|
|
Name of each Exchange on which registered
|
Nil
|
|
N/A
|
(Title of Class)
Yes [ ] No [X]
|
Yes [ ] No [X]
|
Yes [X] No [ ]
|
Yes [X] No [ ]
|
Large accelerated filer
|
[ ]
|
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
[X]
|
Yes [ ] No [X]
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA has been revised for the changes in management’s estimates and assumptions. The financial statements included in the Original Filing and in this Amendment are unaudited and prepared by management. These financial statements have not been audited or reviewed by an independent registered public accounting firm or an independent certified public accountant, and are solely those of management. Shareholders or those considering owning our common stock should be advised that management does not have experience in preparing financial statements.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION has been revised to disclose for the changes in management’s estimates and assumptions.
ITEM 9A. CONTROLS AND PROCEDURES in this Amendment has been restated to specify that the controls of the Company had failed.
For the convenience of the reader, except as to the restatement of the financial statements contained in this Amendment, and any other changes contained herein, the Company incorporates and restates the Original Filing in its entirety. Accordingly, this Amendment should be read in conjunction with the Original Filing. Rule 12b-15 promulgated pursuant to the Securities Exchange Act of 1934 requires the Company’s Principal Executive Officer and Principal Financial Officer to file certifications to this amendment. Because the financial statements are unaudited, the Principal Executive Officer and Principal Financial Officer are not filing certifications to this amendment.
Page
|
||
PART I
|
||
Item 1.
|
Business.
|
1
|
Item 1A.
|
Risk Factors.
|
5
|
Item 1B.
|
Unresolved Staff Comments.
|
5
|
Item 2.
|
Properties.
|
5
|
Item 3.
|
Legal Proceedings.
|
5
|
Item 4.
|
Mine Safety Disclosures.
|
6
|
PART II
|
||
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
6
|
Item 6.
|
Selected Financial Data.
|
10
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
10
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
15
|
Item 8.
|
Financial Statements and Supplementary Data.
|
16
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
32
|
Item 9A.
|
Controls and Procedures.
|
32
|
Item 9B.
|
Other Information.
|
33
|
PART III
|
||
Item 10.
|
Directors, Executive Officers and Corporate Governance.
|
33
|
Item 11.
|
Executive Compensation.
|
36
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
38
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
38
|
Item 14.
|
Principal Accounting Fees and Services.
|
39
|
PART IV
|
||
Item 15.
|
Exhibits, Financial Statement Schedules.
|
40
|
● | the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; |
● | the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock; |
● | the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or |
● | the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934 (the "Exchange Act") (we will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months; the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter). |
Quarter Ended
|
Hi Bid
|
Low Bid
|
||||||
December 31, 2015
|
$
|
0.21
|
$
|
0.04
|
||||
September 30, 2015
|
$
|
0.26
|
$
|
0.07
|
||||
June 30, 2015
|
$
|
0.47
|
$
|
0.21
|
||||
March 31, 2015
|
$
|
0.62
|
$
|
0.30
|
||||
December 31, 2014
|
$
|
0.40
|
$
|
0.24
|
||||
September 30, 2014
|
$
|
0.385
|
$
|
0.245
|
||||
June 30, 2014
|
$
|
1.58
|
$
|
0.86
|
||||
March 31, 2014
|
$
|
1.30
|
$
|
0.20
|
Years Ended
|
||||||||||||||||
December 31,
|
||||||||||||||||
2015
|
2014
|
$ Change
|
% Change
|
|||||||||||||
Direct costs
|
$
|
439,550
|
$
|
433,604
|
$
|
5,946
|
1.37
|
|||||||||
Compensation
|
577,246
|
616,614
|
(39,368
|
)
|
(6.38
|
)
|
||||||||||
Depreciation and amortization
|
140,602
|
175,401
|
(34,799
|
)
|
(19.84
|
)
|
||||||||||
General and administrative
|
536,980
|
710,680
|
(173,700
|
)
|
(24.44
|
)
|
||||||||||
Professional expenses
|
115,011
|
114,253
|
758
|
0.66
|
||||||||||||
Stock-based compensation
|
263,220
|
2,485,275
|
(2,222,055
|
)
|
(89.41
|
)
|
||||||||||
Total Operating Expenses
|
$
|
2,072,609
|
$
|
4,535,827
|
$
|
(2,463,218
|
)
|
(54.31
|
)
|
Years Ended
|
||||||||||||||||
December 31,
|
||||||||||||||||
2015
|
2014
|
$ Change
|
% Change
|
|||||||||||||
Beneficial conversion fee
|
$
|
307,769
|
$
|
411,030
|
$
|
(103,261
|
)
|
(25.12
|
)
|
|||||||
Fair value adjustment on loan receivable
|
-
|
(137,500
|
)
|
137,500
|
(100.00
|
)
|
||||||||||
Impairment of marketable securities other than temporary
|
1,620,230
|
-
|
1,620,230
|
100.00
|
||||||||||||
Interest income
|
(21,308
|
)
|
-
|
(21,308
|
)
|
100.00
|
||||||||||
Interest expense
|
231,024
|
33,015
|
198,009
|
599.75
|
||||||||||||
(Gain) loss on loan settlement
|
(60,974
|
)
|
313,988
|
(374,962
|
)
|
(119.42
|
)
|
|||||||||
Loss on assets disposal
|
96,589
|
-
|
96,589
|
100.00
|
||||||||||||
Realized loss on sales of marketable securities
|
213,325
|
-
|
213,325
|
100.00
|
||||||||||||
Total Other Expenses
|
$
|
2,386,655
|
$
|
620,533
|
$
|
1,766,122
|
284.61
|
We believe that we do not have enough cash on hand and from operations to operate for the next 12 months. We will require additional financing if we are to complete our expansion plan for the next 12 months. While we are optimistic that we can generate the revenue from new franchise fees and refinancing of our existing properties, we do not have any current financing available to us. If we are unable to generate additional fees through franchising, in order to execute our plan of expansion, we would be required to raise funds through a sale of equities, the issuance of debt or a combination thereof. We have no assurances that we would be successful in raising the requite financing.
Years Ended
|
||||||||||||||||
December 31,
|
||||||||||||||||
2015
|
2014
|
$ Change
|
% Change
|
|||||||||||||
Net cash used in operating activities
|
$
|
(350,553
|
)
|
$
|
(566,013
|
)
|
$
|
215,460
|
(38.07
|
)
|
||||||
Net cash provided by (used in) investing activities
|
4,622
|
(248,047
|
)
|
252,669
|
(101.86
|
)
|
||||||||||
Net cash provided by financing activities
|
324,460
|
835,531
|
(511,071
|
)
|
(61.17
|
)
|
||||||||||
Net (decrease) increase in cash
|
$
|
(21,471
|
)
|
$
|
21,471
|
$
|
(42,942
|
)
|
(200.00
|
) |
December 31, 2015
|
December 31, 2014
|
$ Change
|
% Change
|
|||||||||||||
Cash
|
$
|
-
|
$
|
21,471
|
$
|
(21,471
|
)
|
(100.00
|
)
|
|||||||
Current assets
|
$
|
23,930
|
$
|
138,112
|
$
|
(114,182
|
)
|
(82.67
|
)
|
|||||||
Current liabilities
|
2,283,355
|
3,745,630
|
(1,462,275
|
)
|
(39.04
|
)
|
||||||||||
Working capital deficiency
|
$
|
(2,259,425
|
)
|
$
|
(3,607,518
|
)
|
$
|
1,348,093
|
(37.37
|
)
|
2015
|
2014
|
$ Change
|
% Change
|
|||||||||||||
Bank overdraft
|
$
|
2,276
|
$
|
-
|
$
|
2,276
|
100.00
|
|||||||||
Accounts payable and accrued liabilities
|
1,441,798
|
2,895,083
|
(1,453,285
|
)
|
(50.20
|
)
|
||||||||||
Notes payable - related parties
|
579,431
|
564,115
|
15,316
|
2.72
|
||||||||||||
Notes payable
|
259,850
|
286,432
|
(26,582
|
)
|
(9.28
|
)
|
||||||||||
Current Liabilities
|
$
|
2,283,355
|
$
|
3,745,630
|
$
|
(1,462,275
|
)
|
(39.04
|
) |
·
|
the time and expense needed to complete the successful launch of the sports bar business;
|
|
|
·
|
the expense associated with building a network of coffee shops to market the brand;
|
|
|
·
|
the degree and speed of developing our franchises with BMOC.
|
Baristas Coffee Company, Inc.
INDEX TO UNAUDITED FINANCIAL STATEMENTS
|
||||
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014 (Unaudited)
|
|
17
|
||
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 (Unaudited)
|
|
18
|
||
|
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2015 and 2014 (Unaudited)
|
|
19
|
||
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014 (Unaudited)
|
|
20
|
||
|
|
|
|
|
Notes to the Unaudited Consolidated Financial Statements
|
|
21
|
December 31, 2015
|
December 31, 2014
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
-
|
$
|
21,471
|
||||
Franchise Fees Receivable
|
-
|
75,000
|
||||||
Inventory
|
20,496
|
29,281
|
||||||
Prepaid expenses
|
3,434
|
12,360
|
||||||
Total Current Assets
|
23,930
|
138,112
|
||||||
Loan receivable
|
296,308
|
300,000
|
||||||
Marketable securities
|
4,555
|
82,084
|
||||||
Property & equipment, net
|
74,355
|
267,068
|
||||||
Goodwill
|
2,770,651
|
2,770,651
|
||||||
Intangible assets, net
|
148,417
|
188,542
|
||||||
Other assets
|
8,650
|
9,750
|
||||||
TOTAL ASSETS
|
$
|
3,326,866
|
$
|
3,756,207
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Bank overdraft
|
$
|
2,276
|
$
|
-
|
||||
Accounts payable and accrued liabilities
|
1,441,798
|
2,895,083
|
||||||
Notes payable - related parties
|
579,431
|
564,115
|
||||||
Notes payable
|
259,850
|
286,432
|
||||||
Total Current Liabilities
|
2,283,355
|
3,745,630
|
||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Preferred Stock, $0.001 par value, 30,000,000 shares authorized: Series A Preferred Stock, $0.001 par value, 30,000,000 shares authorized, 27,328,358 and 27,328,358 shares issued and outstanding, respectively
|
27,328
|
27,328
|
||||||
Common Stock, $0.001 par value, 600,000,000 shares authorized; 37,204,585 and 29,709,126 shares issued and outstanding, respectively
|
37,205
|
29,709
|
||||||
Additional paid-in capital
|
12,364,914
|
9,812,859
|
||||||
Accumulated deficit
|
(11,141,847
|
)
|
(7,952,506
|
)
|
||||
Accumulated other comprehensive loss
|
(159,425
|
)
|
(1,924,426
|
)
|
||||
Total Baristas Coffee Company Inc. stockholders' equity (deficit)
|
1,128,175
|
(7,036
|
)
|
|||||
Noncontrolling interest
|
(84,664
|
)
|
17,613
|
|||||
Total equity
|
1,043,511
|
10,577
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
3,326,866
|
$
|
3,756,207
|
Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
1,206,771
|
$
|
1,222,957
|
||||
Franchise Fees
|
-
|
75,000
|
||||||
TOTAL REVENUES
|
1,206,771
|
1,297,957
|
||||||
OPERATING EXPENSES
|
||||||||
Direct costs
|
439,550
|
433,604
|
||||||
Compensation
|
577,246
|
616,614
|
||||||
Depreciation and amortization
|
140,602
|
175,401
|
||||||
General and administrative
|
536,980
|
710,680
|
||||||
Professional expenses
|
115,011
|
114,253
|
||||||
Stock-based compensation
|
263,220
|
2,485,275
|
||||||
Total Operating Expenses
|
2,072,609
|
4,535,827
|
||||||
OPERATING LOSS
|
(865,838
|
)
|
(3,237,870
|
)
|
||||
OTHER (INCOME) EXPENSE
|
||||||||
Beneficial conversion fee
|
307,769
|
411,030
|
||||||
Fair value adjustment on loan receivable
|
-
|
(137,500
|
)
|
|||||
Impairment of marketable securities other than temporary
|
1,620,230
|
-
|
||||||
Interest income
|
(21,308
|
)
|
-
|
|||||
Interest expense
|
231,024
|
33,015
|
||||||
(Gain) loss on loan settlement
|
(60,974
|
)
|
313,988
|
|||||
Loss on assets disposal
|
96,589
|
-
|
||||||
Realized loss on sales of marketable securities
|
213,325
|
-
|
||||||
Total Other Expenses
|
2,386,655
|
620,533
|
||||||
NET LOSS
|
(3,252,493
|
)
|
(3,858,403
|
)
|
||||
Net loss attributable to the noncontrolling interest
|
102,277
|
97,387
|
||||||
NET LOSS ATTRIBUTABLE TO
|
||||||||
THE SHAREHOLDERS OF BARISTAS COFFEE COMPANY INC.
|
(3,150,216
|
)
|
(3,761,016
|
)
|
||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
||||||||
Impairment of marketable securities
|
1,620,230
|
-
|
||||||
Realized loss on sales of marketable securities
|
199,600
|
-
|
||||||
Unrealized gain (loss) on marketable securities
|
(54,829
|
)
|
40,130
|
|||||
NET OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE SHAREHOLDERS OF BARISTAS COFFEE COMPANY INC.
|
1,765,001
|
40,130
|
||||||
NET LOSS AND OTHER COMPREHENSIVE LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF BARISTAS COFFEE COMPANY INC.
|
$
|
(1,385,215
|
)
|
$
|
(3,720,886
|
)
|
||
Basic and Diluted Loss per Common Share
|
$
|
(0.06
|
)
|
$
|
(0.13
|
)
|
||
Basic and Diluted Weighted Average Common Shares Outstanding
|
30,327,039
|
29,663,916
|
Baristas Coffee Company, Inc. Shareholders
|
||||||||||||||||||||||||||||||||||||||||
Additional
Paid-in
Capital
|
Treasury
Stock
|
Accumulated
Deficit
|
Accumulated
OtherComprehensive
Loss
|
Noncontrolling
Interest
|
Total
Stockholders'
Equity
|
|||||||||||||||||||||||||||||||||||
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||||||||||||||
Number of Shares
|
Amount
|
Number of Shares
|
Amount
|
|||||||||||||||||||||||||||||||||||||
Balance December 31, 2013
|
7,313,358
|
$
|
7,313
|
29,523,331
|
$
|
29,523
|
$
|
8,331,337
|
$
|
-
|
$
|
(4,191,490
|
)
|
(1,964,556
|
)
|
$
|
-
|
$
|
2,212,127
|
|||||||||||||||||||||
Purchase of subsidiary shares from noncontrolling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
115,000
|
115,000
|
||||||||||||||||||||||||||||||
Stock issued for cash
|
8,265,000
|
8,265
|
-
|
-
|
193,535
|
-
|
-
|
-
|
-
|
201,800
|
||||||||||||||||||||||||||||||
Stock issued for debt
|
-
|
-
|
930,795
|
931
|
801,200
|
-
|
-
|
-
|
-
|
802,131
|
||||||||||||||||||||||||||||||
Stock issued for services
|
-
|
-
|
430,000
|
430
|
282,545
|
-
|
-
|
-
|
-
|
282,975
|
||||||||||||||||||||||||||||||
Common stock converted to preferred stock
|
11,750,000
|
11,750
|
(1,175,000
|
)
|
(1,175
|
)
|
(10,575
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Beneficial conversion fees on convertible loans
|
-
|
-
|
-
|
-
|
214,817
|
-
|
-
|
-
|
-
|
214,817
|
||||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,761,016
|
)
|
-
|
(97,387
|
)
|
(3,858,403
|
)
|
|||||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
40,130
|
-
|
40,130
|
||||||||||||||||||||||||||||||
Balance - December 31, 2014
|
27,328,358
|
27,328
|
29,709,126
|
29,709
|
9,812,859
|
$
|
-
|
(7,952,506
|
)
|
(1,924,426
|
)
|
17,613
|
$
|
10,577
|
||||||||||||||||||||||||||
Stock issued for debt
|
-
|
-
|
1,395,459
|
1,396
|
238,258
|
-
|
-
|
-
|
-
|
239,654
|
||||||||||||||||||||||||||||||
Stock issued for services
|
-
|
-
|
6,100,000
|
6,100
|
2,336,300
|
-
|
-
|
-
|
-
|
2,342,400
|
||||||||||||||||||||||||||||||
Beneficial conversion fees on convertible loans
|
-
|
-
|
-
|
-
|
(22,503
|
)
|
-
|
-
|
-
|
-
|
(22,503
|
)
|
||||||||||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
(1,400,000
|
)
|
-
|
-
|
(446,000
|
)
|
-
|
-
|
-
|
(446,000
|
)
|
|||||||||||||||||||||||||||
Stock issued from treasury
|
-
|
-
|
1,400,000
|
-
|
-
|
446,000
|
(39,125
|
)
|
-
|
-
|
406,875
|
|||||||||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,150,216
|
)
|
-
|
(102,277
|
)
|
(3,252,493
|
)
|
|||||||||||||||||||||||||||
Other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,765,001
|
-
|
1,765,001
|
||||||||||||||||||||||||||||||
Balance - December 31, 2015
|
27,328,358
|
$
|
27,328
|
37,204,585
|
$
|
37,205
|
$
|
12,364,914
|
$
|
-
|
$
|
(11,141,847
|
)
|
$
|
(159,425
|
)
|
(84,664
|
)
|
$
|
1,043,511
|
Years Ended
|
||||||||
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(3,150,216
|
)
|
$
|
(3,761,016
|
)
|
||
Adjustment to reconcile net loss to net cash provided by operations:
|
||||||||
Accrued interest expenses
|
229,056
|
-
|
||||||
Bad Debt
|
77,309
|
-
|
||||||
Beneficial Conversion Fee
|
307,769
|
411,030
|
||||||
Depreciation and amortization
|
140,602
|
175,401
|
||||||
Fair value adjustment on shareholder loan
|
-
|
(137,500
|
)
|
|||||
Interest income
|
(21,308
|
)
|
-
|
|||||
Impairment loss on marketable securities
|
1,620,230
|
-
|
||||||
Loss on loan settlement
|
(60,974
|
)
|
313,988
|
|||||
Loss on assets disposal
|
96,589
|
-
|
||||||
Minority interest in net loss of consolidated entities
|
(102,277
|
)
|
(97,387
|
)
|
||||
Non-cash advertising expenses
|
25,000
|
-
|
||||||
Realized loss on marketable securities
|
213,325
|
-
|
||||||
Stock-based and non-cash compensation
|
263,220
|
2,621,249
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(2,309
|
)
|
(75,000
|
)
|
||||
Inventory
|
8,785
|
1,456
|
||||||
Prepaid
|
8,926
|
1,365
|
||||||
Other assets
|
1,100
|
(2,090
|
)
|
|||||
Accounts payable and accrued liabilities
|
(5,380
|
)
|
(17,509
|
)
|
||||
Net cash used in operating activities
|
(350,553
|
)
|
(566,013
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of property and equipment
|
(4,353
|
)
|
(248,047
|
)
|
||||
Proceed from sell of marketable securities
|
8,975
|
-
|
||||||
Net cash used in investing activities
|
4,622
|
(248,047
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Bank overdraft
|
2,276
|
-
|
||||||
Proceeds from issuance of preferred stock
|
-
|
201,800
|
||||||
Proceeds from issuance of notes payable
|
213,100
|
348,987
|
||||||
Repayment on notes payable
|
(7,182
|
)
|
(9,385
|
)
|
||||
Proceeds from issuance of shareholder loans
|
128,316
|
201,758
|
||||||
Repayment on shareholder loans
|
(12,050
|
)
|
(22,629
|
)
|
||||
Proceeds from minority interest
|
-
|
115,000
|
||||||
Net cash provided by financing activities
|
324,460
|
835,531
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(21,471
|
)
|
21,471
|
|||||
Cash and cash equivalents - beginning of period
|
21,471
|
-
|
||||||
Cash and cash equivalents - end of period
|
$
|
(0
|
)
|
$
|
21,471
|
|||
Supplemental Cash Flow:
|
||||||||
Cash paid for interest
|
$
|
1,877
|
$
|
321
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Noncash investing and financing activities:
|
||||||||
Common shares issued for accrued interest
|
$
|
23,759
|
$
|
9,869
|
||||
Notes payable settled by common shares
|
$
|
101,000
|
$
|
193,631
|
||||
Shareholder loans settled by common shares
|
$
|
232,500
|
$
|
608,500
|
||||
Purchase of treasury stock
|
$
|
(446,000
|
)
|
$
|
-
|
|||
Common shares issued from treasury stock
|
$
|
446,000
|
$
|
-
|
||||
Common shares issued for accrued share-based compensation
|
$
|
2,342,400
|
$
|
-
|
||||
Treasury stock issued for accrued share-based compensation
|
$
|
19,200
|
$
|
-
|
|
As at December 31, 2015
Fair Value Measuring Using
|
|||||||||||||||||||
|
Carrying Value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||
Investments in Marketable Securities, available-for-sale
|
$
|
4,555
|
$
|
4,555
|
-
|
-
|
$
|
4,555
|
||||||||||||
Total
|
$
|
4,555
|
$
|
4,555
|
-
|
-
|
$
|
4,555
|
|
As at December 31, 2014
Fair Value Measuring Using
|
|||||||||||||||||||
|
Carrying Value
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||||
Investments in Marketable Securities, available-for-sale
|
$
|
82,084
|
$
|
82,084
|
-
|
-
|
$
|
82,084
|
||||||||||||
Total
|
$
|
82,084
|
$
|
82,084
|
-
|
-
|
$
|
82,084
|
December 31,
2015
|
December 31,
2014
|
|||||||
Coffee and merchandise held for sale
|
$
|
20,496
|
$
|
29,281
|
Cost
|
Sold
|
Realized Losses
|
Unrealized Losses
|
Fair Value
|
||||||||||||||||
RLTR
|
$
|
2,006,510
|
$
|
22,700
|
$
|
1,819,830
|
$
|
159,425
|
$
|
4,555
|
||||||||||
BUCS
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total
|
$
|
2,006,510
|
$
|
22,700
|
$
|
1,819,830
|
$
|
159,425
|
$
|
4,555
|
Cost
|
Unrealized Gains
|
Unrealized Losses
|
Fair Value
|
|||||||||||||
RLTR
|
$
|
2,006,510
|
$
|
-
|
$
|
1,924,426
|
$
|
82,084
|
||||||||
BUCS
|
-
|
-
|
-
|
-
|
||||||||||||
Total
|
$
|
2,006,510
|
$
|
-
|
$
|
1,924,426
|
$
|
82,084
|
December 31, 2015
|
December 31, 2014
|
|||||||
Buildings and leaseholds
|
$
|
302,963
|
$
|
402,963
|
||||
Machinery and equipment
|
179,353
|
215,000
|
||||||
Computer equipment
|
6,400
|
17,382
|
||||||
Furniture and fixtures
|
9,065
|
19,065
|
||||||
Property, plant and equipment, gross
|
497,781
|
654,410
|
||||||
Less accumulated depreciation
|
(423,426
|
)
|
(387,342
|
)
|
||||
Property, plant and equipment, net
|
$
|
74,355
|
$
|
267,068
|
|
December 31, 2015
|
December 31, 2014
|
||||||
Goodwill
|
$
|
2,770,651
|
$
|
2,770,651
|
||||
Definite-lived intangibles:
|
||||||||
Trademarks
|
100,000
|
100,000
|
||||||
Logo
|
80,000
|
80,000
|
||||||
Website
|
27,500
|
27,500
|
||||||
Policies and procedures
|
10,000
|
10,000
|
||||||
Ice cream intangibles
|
125,000
|
125,000
|
||||||
|
342,500
|
342,500
|
||||||
Accumulated amortization
|
(194,083
|
)
|
(153,958
|
)
|
||||
Definite-lived intangibles, net
|
148,417
|
188,542
|
||||||
Total intangible assets and goodwill
|
$
|
2,919,068
|
$
|
2,959,193
|
· | As at December 31, 2015 the company’s market capitalization was approximately $4,000,000 and has historically exceeded goodwill. |
· | Management has been actively building brand awareness through obtaining a brand patent, establishing multiple locations, periphery product branding, and development of a pilot TV episode. |
· | The Company is expanding into additional product lines and actively developing additional sources of revenues. |
December 31,
2015
|
December 31,
2014
|
|||||||
Accounts payable
|
$
|
151,267
|
$
|
73,456
|
||||
Accrued liabilities
|
949,566
|
2,453,646
|
||||||
Prepaid gift card
|
22,577
|
20,324
|
||||||
Taxes payable
|
318,388
|
347,657
|
||||||
$
|
1,441,798
|
$
|
2,895,083
|
· | 300,000 shares to a non-affiliated investor for cash of $15,000. |
· | 7,965,000 shares to officers and directors for cash of $186,800. |
· | 11,750,000 shares to officers and director to replace 11,750,000 shares of common stock, which were cancelled. |
· | 1,395,459 shares in exchange for debt of $333,500 and accrued interest of $23,759. |
· | 6,100,000 shares in exchange for accrued liabilities to related parties valued at $2,342,400. |
· | 1,400,000 shares were returned to treasury and 14,000,000 shares were re-issued from treasury. |
· | 265,000 shares in exchange for services and prepaid valued at $147,000. |
· | 165,000 shares in exchange for advertising and promotion valued at $135,975. |
· | 930,795 shares in exchange for debt and accrued interest valued at $200,856. |
· | 1,175,000 shares of common stock were retired and replaced by 11,750,000 shares of Series A convertible preferred stock. |
December 31,
2015
|
December 31,
2014
|
|||||||
Accumulated other comprehensive loss, opening balance
|
$
|
(1,924,426
|
)
|
$
|
(1,964,556
|
)
|
||
Net unrealized gains on available-for-sale securities
|
1,765,001
|
40,130
|
||||||
Accumulated other comprehensive loss, ending
|
$
|
(159,425
|
)
|
$
|
(1,924,426
|
)
|
|
Years Ended
|
|||||||
|
December 31,
|
|||||||
|
2015
|
2014
|
||||||
NET LOSS
|
(3,252,493
|
)
|
(3,858,403
|
)
|
||||
|
||||||||
Basic and Diluted Loss per Common Share
|
$
|
(0.06
|
)
|
$
|
(0.13
|
)
|
||
Basic and Diluted Weighted Average Common Shares Outstanding
|
30,327,039
|
29,663,916
|
December 31,
2015
|
December 31,
2014
|
|||||||
Total rentals
|
$
|
157,283
|
$
|
148,502
|
2016
|
120,341
|
|||
2017
|
93,131
|
|||
2018
|
31,284
|
|||
Thereafter
|
-
|
|||
Total minimum lease payments
|
$
|
244,756
|
Years Ended
|
||||||||
December 31,
|
||||||||
2014
|
||||||||
2015
|
(Restated)
|
|||||||
Income tax rate
|
34
|
%
|
34
|
%
|
||||
Income tax benefit
|
$
|
(1,105,848
|
)
|
$
|
(1,318,757
|
)
|
||
Less change in valuation allowance
|
1,105,848
|
1,318,757
|
||||||
Income tax expense per books
|
$
|
-
|
$
|
-
|
The deferred income tax assets consist of the following at:
Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Deferred tax assets
|
||||||||
Net operating losses
|
$
|
2,063,814
|
$
|
2,002,758
|
||||
Deferred stock based compensation
|
1,543,720
|
1,280,500
|
||||||
Deferred tax assets
|
3,607,534
|
3,283,258
|
||||||
Less valuation allowance
|
(3,607,534
|
)
|
(3,283,258
|
)
|
||||
Net deferred tax attributes
|
$
|
-
|
$
|
-
|
• | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
• | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
• | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. |
Name
|
|
Age
|
|
Date First Elected or Appointment
|
|
Positions Held with Our Company
|
Barry Henthorn
|
|
49
|
|
July 10, 2000
|
|
CEO, CFO, Principal Accounting Officer, Secretary, Director
|
Troy Scott Steciw
|
|
51
|
|
May 5, 2010
|
|
President, Treasurer, Director
|
(a) | any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing; |
(b) | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
(c) | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; |
(d) | being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity; |
(e) | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated; |
(f) | being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
(g) | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
(h) | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
|
(a)
|
all individuals serving as our principal executive officer during the year ended December 31, 2014,
|
|
|
|
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2014; and
|
|
|
|
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2014,
|
Summary Compensation Table
|
|||||||||
Name and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive
Plan Compensation
($)
|
Nonqualified Deferred
Compensation Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
Barry Henthorn, CEO, Principal Accounting officer,
Secretary (1) |
2015
2014
|
0
0
|
0
0
|
111,050
1,152,000
|
0
0
|
0
0
|
0
0
|
0
0
|
111,050
1,152,000
|
|
|
|
|
|
|
|
|
|
|
T. Scott Steciw, President, Treasurer (1)
|
2015
2014
|
0
0
|
0
0
|
111,050
1,152,000
|
0
0
|
0
0
|
0
0
|
0
0
|
111,050
1,152,000
|
Title of Class
|
Name and address of beneficial owner
|
|
Nature of Beneficial Ownership
|
|
Amount of beneficial ownership(1, 2, 3)
|
|
Percent of class
|
|
||
Common Stock
|
Barry Henthorn
411 Washington Ave., Kent, WA 98032
|
|
Direct
|
|
|
39,244,933
|
|
|
10.49
|
%
|
Common Stock
|
T. Scot Steciw
411 Washington Ave., Kent, WA 98032
|
|
Direct
|
|
|
47,429,175
|
|
|
12.67
|
%
|
|
All directors and executive officers as a group (2 persons)
|
|
|
|
|
86,674,168
|
|
|
35.33
|
%
|
|
(1)
|
In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on April 15, 2015,: (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on April 15, 2015, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred stock, convertible debt, and on exercise of the warrants and options. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. There are currently insufficient shares of common stock authorized to allow conversion of all preferred shares, which violates the terms of the Certificate of Designation.
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(2)
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Includes 25,628,358 shares of the Company's Preferred A Stock. Each Preferred A share may be converted into one (1) share of the Company's common stock without additional consideration. As April 15, 2015, Barry Henthorn owned 12,762,358 shares of preferred stock and T. Scott Steciw owned 12,866,000 shares of preferred stock.
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(3)
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Includes $165,713 in convertible notes ("the Notes") that are convertible into shares of common stock at a conversion price of approximately $0.02 per share. As of April 15, 2015, Barry Henthorn has convertible notes totaling $72,450 and T. Scott Steciw $93,263, which covert to approximately 3,622,500 and 4,663,175, shares of common stock, respectively.
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Year Ended
December 31,
2015
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Year Ended
December 31,
2014
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Audit Fees (1)
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$
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20,000
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$
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18,500
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Audit Related Fees (2)
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$
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0
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$
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0
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Tax Fees (3)
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$
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0
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$
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0
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All Other Fees (4)
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$
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0
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$
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0
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Total
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$
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20,000
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$
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18,500
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(a) | Financial Statements |
(1) | Financial statements for our company are listed in the index under Item 8 of this document |
(2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
(b) | Exhibits |
Exhibit No.
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Description
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Incorporated by Reference to
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3.1
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Articles of Incorporation filed October 18, 1996
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Exhibit 3.1 to Form 10 filed on July 22, 2014
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3.2
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Certificate of Amendment filed March19, 1999
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Exhibit 3.2 to Form 10 filed on July 22, 2014
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3.3
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Certificate of Amendment filed November 30, 1999
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Exhibit 3.3 to Form 10 filed on July 22, 2014
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3.4
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Certificate of Amendment filed March 16, 2000
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Exhibit 3.4 to Form 10 filed on July 22, 2014
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3.5
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Certificate of Amendment filed July 12, 2000
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Exhibit 3.5 to Form 10 filed on July 22, 2014
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3.6
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Articles and Plan of Merger filed January 12, 2001
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Exhibit 3.6 to Form 10 filed on July 22, 2014
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3.7
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Amended and Restated Articles filed February 8, 2010
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Exhibit 3.7 to Form 10 filed on July 22, 2014
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3.8
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Certificate of Amendment filed May 12, 2010
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Exhibit 3.8 to Form 10 filed on July 22, 2014
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3.9
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Certificate of Designation, Number, Voting Powers, Preferences and Rights of Series A Preferred Stock, filed December 13, 2011
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Exhibit 3.9 to Form 10 filed on July 22, 2014
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3.10
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By-Laws
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Exhibit 3.10 to Form 10 filed on July 22, 2014
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10.1
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Binding Letter of Agreement by and between Baristas Coffee Company, Inc. and BMOC USA Partners LLP
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Exhibit 10.1 to Form 10 filed on July 22, 2014
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10.2
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Shareholder Loan Agreement Example
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Exhibit 10.2 to Form 10-12G/A filed on November 13, 2014
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Baristas Coffee Company Inc.
a Nevada corporation
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July 11, 2016
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By:
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/s/ Barry Henthorn
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Its:
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Barry Henthorn
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Chief Executive Officer, Chief Financial Officer
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(Principal Executive, Financial and Accounting Officer)
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By:
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/s/ Barry Henthorn
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July 11, 2016
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Barry Henthorn
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Its:
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Chief Executive Officer, Chief Financial Officer, Director
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(Principal Executive and Financial Officer)
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By:
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/s/ Troy Scott Steciw
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July 11, 2016
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Tory Scott Steciw
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Its:
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President, Treasurer, Director
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