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EX-32.1 - FAH MAI HOLDINGS, INC.ex32-1.htm
EX-31.1 - FAH MAI HOLDINGS, INC.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

 

(Mark One)

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

OR

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission file number: 000-55678

 

FAH MAI HOLDINGS, INC.

(Exact name of registrant as specific in its charter)

 

Delaware   81-3361351
(State or other jurisdiction of   (I.R.S. Employer
Incorporation or organization)   Identification Number)

 

1000/196,199 Liberty Buildings, 3rd Floor,

Sukhumvit 55 Road, Klong Ton Nua,

 

Wattana, Bangkok

(Address of principal executive offices, including zip code)

 

+66 (0) 2107 1047

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ]   Accelerated Filer [  ]    
Non-accelerated filer [  ]   Smaller reporting company [X]    
    Emerging growth company [X]     

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]

 

As of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, there was no established public trading market for the common stock of the registrant and therefore, an aggregate market value of the registrant’s common stock is not determinable.

 

As of April 27, 2018, there were 41,578,581 shares of common stock outstanding.

 

 

 

   
 

 

Fah Mai Holdings, Inc.

Form 10-K

For the fiscal year ended December 31, 2017

 

TABLE OF CONTENTS

 

PART I.
   
Item 1 Business 4
     
Item 1A Risk Factors 4
     
Item 1B Unresolved Staff Comments 4
     
Item 2 Properties 5
     
Item 3 Legal Proceedings 5
     
Item 4 Mine Safety Disclosures 5
     
PART II.
     
Item 5 Market for Registrant’s Common Equity, Related Stockholders Matters, and Issuer Purchases of Equity Securities 5
     
Item 6 Selected Financial Data 5
     
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 6
     
Item 8 Financial Statements and Supplementary Data 9
     
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9
     
Item 9A Controls and Procedures 9
     
Item 9B Other Information 11
     
PART III.
     
Item 10 Directors, Executive Officers and Corporate Governance 11
     
Item 11 Executive Compensation 12
     
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 12
     
Item 13 Certain Relationships and Related Transactions, and Director Independence 12
     
Item 14 Principal Accountant Fees and Services 13
     
PART IV.
     
Item 15 Exhibits, Financial Statement Schedules 13
     
Item 16 Form 10-K Summary

 

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FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains “forward-looking statements.” The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements are based on our management’s expectations and assumptions about future events as of the date of this Annual Report on Form 10-K, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and we do not have a policy of updating or revising, these forward-looking statements.

 

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PART I

 

ITEM 1. BUSINESS.

 

Fah Mai Holdings, Inc. (“Fah Mai” or the “Company”), formerly known as Finch Street Acquisition Corporation, was incorporated in the State of Delaware on July 22, 2016, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

 

The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

The Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

 

On February 27, 2017, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Finch Street Acquisition Corporation to Fah Mai Holdings, Inc.

 

As of December 31, 2017, the Company had not generated revenues and had no income or cash flows from operations since inception. During the year ended December 31, 2017, the Company sustained net loss of $35,687, and at December 31, 2017 had an accumulated deficit of $43,249.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with the Company.

 

There is no assurance that the Company will ever be profitable.

 

The Company intends to acquire or otherwise combine with Fah Mai Holdings Co., Ltd., a private company organized under the laws of the Thailand (“Fah Mai Thailand”). Fah Mai Thailand is an early-stage company whose current business is in acquiring, holding and divesting alternative assets, specifically rare whisky and similar commodities.

 

Louis Haseman, the sole officer and director of the Company, has an agreement with Tiber Creek Corporation, which assists companies in becoming public companies and assists companies with introductions to the financial community. The former President of the Company is the sole officer and director of Tiber Creek Corporation. The services provided by Tiber Creek to Mr. Haseman included using the Company as a vehicle for becoming public.

 

On November 7, 2017, the Company acquired all outstanding shares of Fah Mai Holdings Limited and Platinum Cask Limited, both UK companies from Louis Haseman. These entities are part of the merger and acquisition plan to run operations and hold and manage whisky inventories.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

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ITEM 2. PROPERTIES.

 

The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of Management at no cost to the Company. The Company expects this arrangement to continue until the Company completes a change in control.

 

ITEM 3. LEGAL PROCEEDINGS.

 

There is no litigation pending or threatened by or against the Company.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

There is currently no public market for the Company’s securities.

 

At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.

 

The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

 

As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market. In general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.

 

Since inception, the Company has sold securities which were not registered as follows:

 

The Company (as Finch Street Acquisition Corporation) issued an aggregate of 20,000,000 common shares on formation in July 22, 2016 pro rata (10,000,000 each) to James Cassidy and James McKillop, at a purchase price equal to $0.0001 per share, of which all but an aggregate of 500,000 shares were contributed back to the Company and cancelled.

 

On February 27, 2017, Fah Mai Holdings, Inc. issued 40,000,000 shares of its common stock at par of $0.0001 per share pursuant to Section 4(a)(2) of the Securities Act of 1933 at par representing 98.7% of the total outstanding 40,500,000 shares of common stock as part of a change in control to Louis J. Haseman, the current CEO of the Company.

 

Between April 17, 2017 and December 31, 2017, the Company issued 790,970 shares of common stock to 53 individuals at $0.45 - $0.50 per share and received $394,066 in cash. These shares were issued in reliance on the exemption from registration under Regulation S, as promulgated under the Securities Act, and were sold in offshore transactions to non-U.S. persons not involving any directed selling efforts in the United States.

 

Between January 1, 2018 and April 17, 2018, the Company issued 277,611 shares of common stock to 15 individuals at $0.30 - $0.65 per share and received $125,538 in cash. These shares were issued in reliance on the exemption from registration under Regulation S, as promulgated under the Securities Act, and were sold in offshore transactions to non-U.S. persons not involving any directed selling efforts in the United States.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

There is no selected financial data required to be filed for a smaller reporting company.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Business Summary

 

Fah Mai Holdings, Inc. 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. Fah Mai Holdings, Inc. (“Fah Mai” or the “Company”) is a blank check company and qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012.

 

On February 27, 2017, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from Finch Street Acquisition Corporation to Fah Mai Holdings, Inc. Louis Haseman was then named sole director of the Company and was named President, Secretary and Chief Financial Officer of the Company.

 

Since inception, Fah Mai’s operations to date of the period covered by this report have been limited to issuing shares of common stock and filing a registration statement on Form 10 on August 9, 2016 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock and effecting a change in control, purchasing rare and collectible whisky as inventory and acquiring two subsidiaries, Fah Mai Holdings Limited and Platinum Cask Limited.

 

Fah Mai has no operations nor does it currently engage in any business activities generating revenues. Fah Mai’s principal business objective is to achieve a business combination with a target company.

 

The Company intends to acquire or otherwise combine with Fah Mai Holdings Co., Ltd., a private company organized under the laws of the Thailand (“Fah Mai Thailand”). Fah Mai Thailand is an early-stage company whose current business is in acquiring, holding and divesting alternative assets, specifically rare whisky and similar commodities.

 

A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

 

No assurances can be given that the Company will be successful in negotiating with its anticipated or any target company.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangement with another corporation or entity.

 

On the consummation of a transaction, the present management and shareholders of the Company may no longer be in control of the Company. In addition, it the officer and director of the Company may, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.

 

As of December 31, 2017, Fah Mai had not generated revenues and had no cash flows from operations since inception. During the year ended December 31, 2017, the Company sustained net loss of $35,687 and had an accumulated deficit of $43,249 at December 31, 2017.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of Fah Mai as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with Fah Mai Holdings Co., Ltd.

 

Overview

 

As of December 31, 2017, the Company had shareholders’ equity of $357,749 and a cash balance of $81,118. During the year ended December 31, 2017, the Company incurred a net loss of $35,687.

 

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As of December 31, 2017, the Company has an accumulated deficit of $43,249. These matters 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 to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

The Company’s independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless the Company is able to generate sufficient cash flow from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the company to continue as a going concern.

 

Revenues and Losses

 

During the year ended December 31, 2017, the Company posted revenues of $0, total operating expenses of $36,215, consisting of general and administrative expenses of $36,215, and a net loss of $35,687.

 

Liquidity and Capital Resources

 

As of December 31, 2017, the Company had cash available of $81,118.

 

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

 

Discussion of Year ended December 31, 2017 compared to Year Ended December 31, 2016

 

As of December 31, 2017 and December 31, 2016, the Company has not generated any revenues because the Company is still in the early stages of its development and has yet to fully implement its plans for commercialization.

 

During the year ended December 31, 2017, the Company posted a net loss of $35,687 as compared to a net loss of $7,562 for the year ended December 31, 2016. The increase in net loss resulted from the shift in the focus of the operations of the Company as a result of a change in control of the Company.

 

Operating expenses were $36,215 for the year ended December 31, 2017 as compared to $7,562 for the year ended December 31, 2016. The increase in operating expenses resulted primarily from the shift in the focus of the operations of the Company as a result of a change in control of the Company.

 

During the year ended December 31, 2017, the Company used cash in operating activities of $45,738. During such period, the Company also used cash in investing activities in the amount of $266,430 by advancing funds to a related party, and received $394,066 in financing activities through the issuance of common stock. In contrast, during the year ended December 31, 2016, the Company used cash in operating, investing, and financing activities of $0. The increase in cash resulted primarily from the issuance of common stock for cash due to the shift in the focus of the operations of the Company as a result of a change in control of the Company

 

As of December 31, 2017, the Company had $81,118 in cash. In contrast, as of December 31, 2016, the Company had $0 in cash.

 

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

 7 
 

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

Alternative Financial Planning

 

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

 

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

 

Critical Accounting Policies

 

For the period ending December 31, 2017, the consolidated financial statements have been prepared and audited in accordance with generally accepted accounting principles (GAAP) in the United States. The following significant accounting policies, which are described in Note 3 to the consolidated financial statements, involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. There were $81,118 and $0 cash equivalents as of December 31, 2017 and December 31, 2016, respectively.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2017 and 2016, respectively.

 

Fair Value of Financial Instruments

 

In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.

 

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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 December 31, 2017 and December 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

Net Loss per Share

 

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements. As of December 31, 2017 and December 31, 2016, there are no potentially dilutive common stock equivalents.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company,” we have elected not to provide the disclosure required by this item.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The consolidated financial statements for the year ended December 31, 2017 and 2016 are attached hereto.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

In February 2018, the Company made the decision to change auditors and engaged Pinnacle Accountancy Group for its December 31, 2017 audit. There were no disagreements with accountants on accounting and financial disclosure for the period covered by this report.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our prior principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (based on the evaluation of these controls and procedures required by Rule 15d-15(b) of the Exchange Act) were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by the Report, we did not have a formal audit committee and there was a lack of segregation of duties.

 

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

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Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) 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.

 

Management assessed our internal control over financial reporting as of December 31, 2017, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO 2013 Criteria). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

 

Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. The management has identified the following material weaknesses and believes that, as of December 31, 2017, our internal control over financial reporting was not effective: (i) inadequate segregation of duties and effective risk assessment; (ii) lack of personnel adequately trained in generally accepted accounting principles of the United States (or U.S. GAAP); and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both U.S. GAAP and SEC guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the above material weaknesses are remediated. We expect to implement the following measures to remediate the material weaknesses identified, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

Inherent limitations on effectiveness of controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting during its fourth fiscal quarter that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Subsequent to the period covered by this Report and the fourth fiscal quarter, the Company effected a change in control. New management consists of two directors and officers who are also shareholders. Such persons maintain complete financial reporting control as the primary officers. Such control by the primary officers is the same as was in effect prior to the change in control.

 

ITEM 9B. OTHER INFORMATION

 

Not applicable.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The Directors and Officers of the Company on December 31, 2017 the date of this Report were as follows:

 

Name   Positions and Offices Held
Louis Haseman   President, Secretary, Chief Financial Officer & Director

 

Management of the Company

 

There are no agreements or understandings for the officer or director to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.

 

Set forth below are the names of the directors and officers of the Company, all positions and offices with the Company held, the period during which they have served as such, and the business experience during at least the last five years:

 

Louis Joseph Haseman, age 33, serves as President, Secretary, Chief Financial Officer and sole director of the Company. From 2010 to the present, Mr. Haseman has been the director and owner of HGT Co., Ltd. with two operating brands: Exotic Golf Holidays which specializes in golf holidays located around the Indian Ocean and Quality Health Travel which specializes in medical tourism including plastic surgery, hip replacements and stem cell treatment. From 2011 to the present, Mr. Haseman has served as the owner of Sunscreen Island Co., Ltd. which is the exclusive importer and distributor of the Island Tribe sunscreen brand in Thailand and the Philippines. Since 2012 to the present, Mr. Haseman has also been part owner of Epikurean Resorts, a luxury hotel and resorts management and development company. From 2015-2016, Mr. Haseman was the owner of Euro Facade Tech Thailand Co., Ltd., a global containment wall and design company.

 

Conflicts of Interest

 

There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.

 

Code of Ethics

 

The Company has not at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has no operations or business and does not receive any revenues. The adoption of an Ethical Code at this time would not serve the primary purpose of such a code to provide a manner of conduct as the development, execution and enforcement of such a code would be by the same persons and only persons to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions which would be subject to this code. If the Company enters into a business combination management will propose adoption of a Code of Ethics.

 

 11 
 

 

Corporate Governance

 

For reasons similar to those described above, the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company has only one officer and director. The Company receives no revenues. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and commences activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. Management of the Company intends to review and implement, as necessary, procedures for shareholder nomination of members to the Company’s board of directors.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The Company’s officers and directors do not receive any compensation for services rendered to the Company, nor have they received such compensation in the past. The officers and directors are not accruing any compensation pursuant to any agreement with the Company.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

 

The Company does not have a compensation committee for the same reasons as described above.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth, as of December 31, 2017 each person known by the Company to be the beneficial owner of five percent or more of the Company’s common stock and the director and officer of the Company. The Company does not have any compensation plans and has not authorized any securities for future issuance. Except as noted, the holder thereof has sole voting and investment power with respect to the shares shown.

 

Name and Address of Beneficial Owner   Amount of Beneficial Ownership   Percent of Outstanding Stock (1)
Louis Haseman   40,000,000   97%

 

(1) Based on 41,290,970 shares outstanding

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.

 

James Cassidy and James McKillop were both formerly officers and directors of the Company and each own 250,000 shares of the Company’s common stock, which were issued at formation, at a cost basis of $.0001 per share, in exchange for services rendered. Mr. Cassidy, a partner in the law firm which acts as counsel to the Company, provides legal services to the Company without charge.

 

In February 2017, the Company issued to Louis Haseman, the Company’s sole officer and director, 40,000,000 shares of its common stock, at a purchase price equal to $0.0001 per share, as part of a change in control.

 

As of December 31, 2017, the Company had issued funds to a related party entity in the amount of $266,430 in anticipation of acquiring or merging the entity with the Company. Between April 17, 2017 and December 31, 2017, the Company received $394,066 from individuals where they had issued 790,970 shares of common stock to 53 individuals at $0.45 - $0.50 per share. All of these proceeds have been loaned to a related party, Fah Mai Holdings Co., Ltd., a Thailand company formed in April 10, 2017 and controlled by the majority shareholders of the Company. The Company has recorded a receivable from the related entity on its books for these funds.

 

The Company is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is unlikely that the current director would be considered an independent director if it were to do so.

 

 12 
 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

The Company has limited activities and no income. The Company’s president has donated his time in preparation and filing of all state and federal required taxes and reports.

 

The Company engaged KCCW Accountancy Group (KCCW) as its independent registered public accounting firm to perform the December 31, 2016 audit. KCCW also performed the review of the quarterly report for March 31, 2017. In February 2018, the Company made the decision to engage Pinnacle Accountancy Group (Pinnacle) as its independent registered public accounting firm to replace KCCW. Pinnacle performed the review of the quarterly reports for the periods ended June 30, 2017 and September 30, 2017 and has performed the audit for the period ended December 31, 2017.

 

Audit Fees

 

The aggregate fees incurred in 2017 for professional services rendered by the independent registered public accounting firm for the audits of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

 

    December 31, 2017     December 31, 2016  
Audit-Related Fees   $ 3,250     $ 1,000  

 

The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre-approval policies and procedures.

 

PART IV

 

ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

 

  (a) Consolidated Financial Statements Index

 

The following consolidated financial statements are filed with this report:

 

Reports of Independent Registered Public Accounting Firms

 

Consolidated Balance Sheets at December 31, 2017 and 2016

 

Consolidated Statements of Operations for the years ended December 31, 2017 and December 31, 2016

 

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2017 and 2016

 

Consolidated Statements of Cash Flows for the years ended December 31, 2017 and December 31, 2016

 

Notes to Consolidated Financial Statements

 

  (b) Exhibits

 

3.1+ Certificate of Incorporation
 
3.2+ By-laws
   
31.1* Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer
   
32.1* Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
   
101.INS* XBRL Instance Document
   
101.SCH* XBRL Taxonomy Extension Schema Document
   
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
   
+ Previously filed on Form 10-12G on August 9, 2016 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference

 

 13 
 

 

CONSOLIDATED FINANCIAL STATEMENTS

 

Reports of Independent Registered Public Accounting Firms F-2
   
Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016 F-4
   
Consolidated Statements of Operations for the year ended December 31, 2017 and for the period from July 22, 2016 (Inception) to December 31, 2016 F-5
   
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2017 and for the period from July 22, 2016 (Inception) to December 31, 2016 F-6
   
Consolidated Statements of Cash Flows for the year ended December 31, 2017 and for the period from July 22, 2016 (Inception) to December 31, 2016 F-7
   
Notes to Consolidated Financial Statements F-8

 

 F-1 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Fah Mai Holdings, Inc.

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of Fah Mai Holdings, Inc., (the Company) as of December 31, 2017, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Pinnacle Accountancy Group of Utah

 

We have served as the Company’s auditor since February 2018.

 

Pinnacle Accountancy Group of Utah

Farmington, Utah

April 27, 2018

 

 F-2 
 

 

KCCW Accountancy Corp. CERTIFIED PUBLIC ACCOUNTANTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Fah Mai Holdings, Inc.

(formerly Finch Street Acquisition Corporation)

 

We have audited the accompanying balance sheet of Fah Mai Holdings, Inc. (the "Company") as of December 31, 2016, and the related statements of operations, changes in stockholders' deficit and cash flows for the Period from July 22, 2016 (Inception) to December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and the results of its operations and its cash flows from July 22, 2016 (Inception) to December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ KCCW Accountancy Corp.

Alhambra, California

April 11, 2017

 

 F-3 
 

 

FAH MAI HOLDINGS, INC.

Consolidated Balance Sheets

 

    December 31, 2017     December 31, 2016  
ASSETS                
CURRENT ASSETS                
Cash   $ 81,118     $ -  
Inventory     10,201       -  
Total Current Assets     91,319       -  
                 
Advance to Related Entity (in anticipation of merger)     266,430       -  
TOTAL ASSETS   $ 357,749     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
CURRENT LIABILITIES                
Accrued Liabilities   $ -     $ 5,250  
Total Current Liabilities     -       5,250  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)                
Preferred Stock; $0.0001 par value, 20,000,000 shares authorized; no shares issued and outstanding     -       -  
Common Stock; $0.0001 par value, 100,000,000 shares authorized; 41,290,970 and 20,000,000 shares issued and outstanding at December 31, 2017 and 2016, respectively     4,129       2,000  
Additional Paid-in Capital     397,649       312  
Accumulated Deficit     (43,249 )     (7,562 )
Accumulated Other Comprehensive Loss     (780 )     -  
Total Stockholders’ Equity (Deficit)     357,749       (5,250 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)   $ 357,749     $ -  

 

The accompanying notes are an integral part of these audited consolidated financial statements

 

 F-4 
 

 

FAH MAI HOLDINGS, INC.

Consolidated Statements of Operations and Comprehensive Loss

 

    For the Year Ended     For the Period from July 22, 2016 (Inception) to  
    December 31, 2017     December 31, 2016  
             
REVENUES   $ -     $ -  
                 
OPERATING EXPENSES                
General and Administrative Expenses     36,215       7,562  
Total Operating Expenses     (36,215 )     (7,562 )
                 
OPERATING LOSS     (36,215 )     (7,562 )
                 
Other Income (Expense)     528       -  
                 
NET LOSS BEFORE INCOME TAXES     (35,687 )     (7,562 )
Provision for Income Taxes     -       -  
NET LOSS   $ (35,687 )   $ (7,562 )
                 
NET LOSS PER SHARE   $ (0.00 )   $ (0.00 )
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     37,364,005       20,000,000  
                 
Other Comprehensive Loss                
Exchange Differences on Foreign Currency Translation     (780 )     -  
Total Comprehensive Loss   $ (36,467 )   $ (7,562 )

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

 F-5 
 

 

FAH MAI HOLDINGS, INC.

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

 

                   Additional       Accumulated
Other
   Total
Stockholders'
 
   Preferred Stock   Common Stock   Paid-In   Deficit   Comprehensive   Equity 
   Shares   Amount   Shares   Amount   Capital   Accumulated   Loss   (Deficit) 
                                 
Balance, July 22, 2016 (Inception)   -   $-    -   $-   $-   $-   $-   $- 
                                         
Issuance of common stock upon formation   -    -    20,000,000    2,000    -    -    -    2,000 
                                         
Additional paid-in capital   -    -    -    -    312    -    -    312 
                                         
Net loss for period   -    -    -    -    -    (7,562)   -    (7,562)
                                         
Balance, December 31, 2016   -    -    20,000,000    2,000    312    (7,562)   -    (5,250)
                                         
Commons stock cancelled   -    -    (19,500,000)   (1,950)   1,950    -    -    - 
                                         
Issuance of common stock in change of control   -    -    40,000,000    4,000    -    -    -    

4,000

 
                                         
Common stock issued for cash   -    -    790,970    79    393,987    -    -    394,066 
                                         
Expenses paid by stockholder in behalf of Company   -    -    -    -    1,400    -    -    1,400 
                                         
Foreign currency translation   -    -    -    -    -    -    (780)   (780)
                                         
Net loss for the year   -    -    -    -    -    (35,687)   -    (35,687)
                                         
Balance, December 31, 2017   -   $-    41,290,970   $4,129   $397,649   $(43,349)  $(780)  $357,749 

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

 F-6 
 

 

FAH MAI HOLDINGS, INC.

Consolidated Statements of Cash Flows

 

    For the Year Ended     For the Period from July 22, 2016 (Inception) to  
    December 31, 2017     December 31, 2016  
OPERATING ACTIVITIES                
Net loss   $ (35,687 )   $ (7,562 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Common stock issued for services     2,177       2,000  
Expenses paid by stockholder for common stock     1,823       -  
Expenses paid by stockholder and contributed as capital     1,400       312  
Changes in operating assets and liabilities                
Inventory     (10,201)       -  
Accrued liabilities     (5,250 )     5,250  
Net Cash Used in Operating Activities     (45,738 )     -  
                 
INVESTING ACTIVITIES                
Issuance of funds to related party     (266,430 )     -  
Net Cash Used in Investing Activities     (266,430 )     -  
                 
FINANCING ACTIVITIES                
Proceeds from sale of common stock     394,066       -  
Net Cash Provided by Financing Activities     394,066       -  
Effect of Exchange Rate Changes on Cash     (780 )     -  
NET INCREASE (DECREASE) IN CASH     81,118       -  
CASH AT BEGINNING OF PERIOD     -       -  
                 
CASH AT END OF PERIOD   $ 81,118     $ -  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                
CASH PAID FOR:                
Interest   $ -     $ -  
Income taxes   $ 400     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
Cancellation of common shares   $ (1,950)     $ -  

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

 F-7 
 

 

FAH MAI HOLDINGS, INC.

Notes to Audited Consolidated Financial Statements

December 31, 2017 and 2016

 

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

Nature of Operations

 

Fah Mai Holdings, Inc. (formerly Finch Street Acquisition Corporation) (“Fah Mai” or the “Company”) was incorporated on July 22, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. The Company is contemplating a combination with a related entity as discussed in Note 4, but no agreements are currently in place, and no assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. On November 7, 2017, the Company acquired all outstanding shares of Fah Mai Holdings Limited and Platinum Cask Limited from Louis Haseman at his cost and they became wholly owned subsidiaries of the Company. These companies had no operations and neither assets nor liabilities.

 

Basis of Presentation

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31st as its fiscal year end.

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of Fah Mai Holdings, Inc. and its wholly owned subsidiaries, Fah Mai Holdings Limited and Platinum Cask Limited (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation.

 

Basis of Valuing Whisky Inventory

 

The Company purchases rare Scotch whisky for collection and possible marketing and re-sale. The inventory is recorded at the lower of cost (purchase price including fees) or market.

 

NOTE 2 – GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained an operating loss of $35,687 for the year ended December 31, 2017 compared to an operating loss of $7,562 for the year ended December 31, 2016. The Company had a working capital surplus of $79,295 and an accumulated deficit of $43,249 as of December 31, 2017 compared to a working capital deficit of $5,250 and an accumulated deficit of $7,562 as of December 31, 2016. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations and from stockholders to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of Fah Mai Holdings Inc. as a going concern is dependent upon financial support from its stockholders and its ability to obtain necessary equity financing to continue operations.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

 F-8 
 

 

FAH MAI HOLDINGS, INC.

Notes to Audited Consolidated Financial Statements

December 31, 2017 and 2016

 

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. There were no cash equivalents as of December 31, 2017 and December 31, 2016, respectively.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2017 and 2016, respectively.

 

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 All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign currency denominated transactions are included in Other Comprehensive Income (Loss).

 

Other Comprehensive Loss

 

ASC 220, Other Comprehensive Loss, establishes standards for the reporting and display of other comprehensive loss and its components in the consolidated financial statements. At December 31, 2017 and 2016, respectively, the Company had $780 and $0 of accumulated other comprehensive loss, relating to foreign currency translation.

 

Fair Value of Financial Instruments

 

In accordance with ASC 820, the carrying value of cash and cash equivalents and accounts payable approximates fair value due to the short-term maturity of these instruments. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2- Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3- Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses approximate their fair market value based on the short-term maturity of these instruments.

 

Income Taxes

 

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act, and have presented the Federal tax provision, deferred tax asset, and valuation allowance using the new rates adjusted in the period of enactment. At December 31, 2017 and 2016 the Company had net operating loss carryforwards (NOL's) of approximately $35,687 and $7,562 respectively, which may be applied against future taxable income and which expire beginning in 2036. However, if certain substantial changes in the Company's ownership should occur, there could be an annual limitation on the amount of net operating loss carryforwards that can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect (2017: 26% - 21% federal and 5% state; 2016: 35% - 30% federal and 5% state) of the loss carryforwards of approximately $9,300 and $2,700 at December 31, 2017 and 2016, respectively, and therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in valuation allowance is approximately $6,600 and $2,700 for the periods ended December 31, 2017 and 2016, respectively. The tax effect of remaining NOL's and resulting deferred tax assets remain fully reserved by valuation allowance, due to continued uncertainty as to their utilization. As of December 31, 2017 and December 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

Net Loss per Share

 

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements. The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. As of December 31, 2017 and December 31, 2016, there are no potentially dilutive common stock equivalents.

 

 F-9 
 

 

FAH MAI HOLDINGS, INC.

Notes to Audited Consolidated Financial Statements

December 31, 2017 and 2016

 

NOTE 4 – ADVANCE TO RELATED ENTITY

 

As of December 31, 2017, the Company had issued funds to a related party entity in the amount of $266,430 in anticipation of acquiring or merging the entity with the Company. Between April 17, 2017 and December 31, 2017, the Company received $394,066 from 53 individuals for the issuance of 790,970 shares of common stock at $0.45 - $0.50 per share. All of these proceeds have been loaned to a related party, Fah Mai Holdings Co., Ltd. (“Fah Mai Thailand”), a Thailand company formed in April 10, 2017 and controlled by the majority shareholders of the Company. Fah Mai Thailand is not considered a variable interest entity because it is not dependent upon financial support from the Company. The Company has recorded a receivable from a related entity on its books for these funds.

 

NOTE 5 – WHISKY INVENTORY

 

As of December 31, 2017 and December 31, 2016, the Company had a whisky inventory of $10,201 and $0, respectively. The inventory is recorded at the lower of cost (purchase price plus fees) or market. The inventory is made up of rare or special whisky that the Company is acquiring to collect, market, and sell.

 

NOTE 6 – ACCRUED LIABILITIES

 

As of December 31, 2017 and December 31, 2016, the Company had accrued liabilities of $0 and $5,250, respectively, for professional fees.

 

NOTE 7 – ADVANCES FROM RELATED ENTITY

 

During the years ended December 31, 2017 and 2016, a shareholder paid expenses in the Company’s behalf totaling $1,400 and $312, respectively, which have been recorded as additional paid-in capital.

 

NOTE 8 – COMMON STOCK

 

On July 22, 2016, the Company issued 20,000,000 founders common stock to two directors and officers pro rata as founder shares for services rendered to the Company, valued at $0.0001 par value per share, for a total of $2,000. On February 26, 2017, 19,500,000 of these founder shares were returned to the Company and cancelled.

 

On February 27, 2017, the Company issued 40,000,000 shares of its common stock at par representing 98.7% of the total outstanding 40,500,000 shares of common stock to the Company’s current CEO at par for $1,823 in cash and $2,177 in services.

 

With the issuance of the 40,000,000 shares of common stock and the concurrent cancellation of 19,500,000 shares of stock previously held by the Company’s former officers and directors of the preexisting 20,000,000 shares, the Company effected a change in its control and the new majority shareholder elected new management of the Company. The Company changed its name as part of the change in control.

 

Between April 17, 2017 and December 31, 2017, the Company issued 790,970 shares of common stock to 53 individuals at $0.45 - $0.50 per share and received $394,066 in cash.

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2017 and 2016, respectively, 41,290,970 and 20,000,000 shares of common stock and no preferred stock were issued and outstanding.

 

NOTE 9 – SUBSEQUENT EVENTS

 

Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through April 27, 2018, the date which the consolidated financial statements were available to be issued and there are no material subsequent events, except as detailed below:

 

During January through April 27, 2018, the Company issued 287,611 shares of common stock to 15 unaffiliated individuals at $.30 - $.65 per share for net proceeds of $125,538. All of these proceeds have been loaned to a related party, Fah Mai Holdings Co., Ltd., a Thailand company formed in April 10, 2017 and controlled by the majority shareholders of the Company. The Company has recorded a note receivable from a related party on its books for these funds.

 

 F-10 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  FAH MAI HOLDINGS, INC.
     
  By: /s/ Louis Haseman
  Title: President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on April 27, 2018.

 

  By: /s/ Louis Haseman
  Title: President (Principal Executive Officer)
     
  By: /s/ Louis Haseman
  Title: Chief Financial Officer (Principal Financial Officer)
     
  By: /s/ Louis Haseman
  Title: Chief Financial Officer (Principal Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.

 

Signature   Capacity   Date
         
/s/ Louis Haseman   Director   April 27, 2018

 

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