Attached files
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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, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 2018
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 000-55678
FAH MAI HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 81-3361351 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
| 1000/196,199 Liberty Buildings, 3rd Floor, | ||
| Sukhumvit 55 Road, Klongton Nua, | ||
| Wattana, Bangkok | 10110 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +66 807 0617
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Yes [X] No
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 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 Web site, 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). [X] Yes [ ] No.
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]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [X] Yes [ ] No
As of May 18, 2018, 41,995,481 shares of the Registrant’s common stock, par value $0.0001 per share, were issued and outstanding.
Fah Mai Holdings, Inc.
Quarterly Report on Form 10-Q
Period Ended March 31, 2018
Table of Contents
FAH MAI HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
| March 31, 2018 | December 31, 2017 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 6,179 | $ | 81,118 | ||||
| Inventory | 51,729 | 10,201 | ||||||
| Total Current Assets | 57,908 | 91,319 | ||||||
| Advance to Related Entity - in anticipation of merger | 395,752 | 266,430 | ||||||
| TOTAL ASSETS | $ | 453,660 | $ | 357,749 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Total Current Liabilities | $ | - | $ | - | ||||
| 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; 41,580,120 and 41,290,970 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 4,158 | 4,129 | ||||||
| Additional Paid-in Capital | 528,456 | 397,649 | ||||||
| Accumulated Deficit | (81,916 | ) | (43,249 | ) | ||||
| Accumulated Other Comprehensive Income ( Loss) | 2,962 | (780 | ) | |||||
| Total Stockholders’ Equity (Deficit) | 453,660 | 357,749 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 453,660 | $ | 357,749 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FAH MAI HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, 2018 | March 31, 2017 | |||||||
| REVENUES | $ | - | $ | - | ||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | 39,063 | 1,000 | ||||||
| Total Operating Expenses | (39,063 | ) | (1,000 | ) | ||||
| OPERATING LOSS | (39,063 | ) | (1,000 | ) | ||||
| Other Income (Expense) | 396 | - | ||||||
| NET LOSS BEFORE INCOME TAXES | (38,667 | ) | (1,000 | ) | ||||
| Provision for Income Taxes | - | - | ||||||
| NET LOSS | $ | (38,667 | ) | $ | (1,000 | ) | ||
| BASIC AND DILUTED LOSS PER SHARE | $ | (0.00 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 41,412,711 | 27,072,222 | ||||||
| Other Comprehensive Loss | ||||||||
| Exchange Differences arising on transactions from Foreign Operations | 3,742 | - | ||||||
| Total Comprehensive Loss | $ | (34,925 | ) | $ | (1,000 | ) | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FAH MAI HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
| For the Three Months Ended | ||||||||
| March 31, 2018 | March 31, 2017 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (38,667 | ) | $ | (1,000 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Expenses paid by stockholder and contributed as capital | - | 1,000 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Inventory | (41,528 | ) | - | |||||
| Net Cash Used in Operating Activities | (80,195 | ) | - | |||||
| INVESTING ACTIVITIES | ||||||||
| Issuance of funds to related party | (129,322 | ) | - | |||||
Net Cash Used in Investing Activities | (129,322 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock | 130,836 | - | ||||||
| Net Cash Provided by Financing Activities | 130,836 | - | ||||||
| Effect of Exchange Rate Changes on Cash | 3,742 | - | ||||||
| NET DECREASE IN CASH | (74,939 | ) | - | |||||
| CASH AT BEGINNING OF PERIOD | 81,118 | - | ||||||
| CASH AT END OF PERIOD | $ | 6,179 | $ | - | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| CASH PAID FOR: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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FAH MAI HOLDINGS, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
March 31, 2018
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 but has begun selling shares of common stock to foreign investors and acquiring an inventory of rare and collectible whisky. 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, which should be completed during the second quarter of 2018. 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.
The accompanying unaudited condensed consolidated financial statements have been prepared by Fah Mai Holdings, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2017. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Fah Mai Holdings, Inc. and its wholly owned subsidiaries, Fah Mai Holdings 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.
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NOTE 2 – GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained an operating loss of $38,667 for the three months ended March 31, 2018 compared to an operating loss of $1,000 for the three months ended March 31, 2017. The Company had a working capital surplus of $57,908 and an accumulated deficit of $81,916 as of March 31, 2018 compared to a working capital surplus of $91,319 and an accumulated deficit of $43,249 as of December 31, 2017. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations and from stockholders to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.
The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern. At present, the Company has no operations and the continuation of Fah Mai Holdings Inc. as a going concern is dependent upon financial support from its stockholders and its ability to obtain necessary equity financing to continue operations.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $6,179 and $81,118 held in cash as of as of March 31, 2018 and December 31, 2017, respectively.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2018 or December 31, 2017.
Foreign Currency Translation
The Company has functional currencies in the United States dollar and British Pounds Sterling and its reporting currency is the United States dollar. Management has adopted ASC 830-20, Foreign Currency Matters – Foreign Currency Transactions. 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 items are included in Other Comprehensive Income (Loss), while gains and losses on foreign currency transactions are recorded in the period of settlement as Other Income (Expense).
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 March 31, 2018 and December 31, 2017, respectively, the Company had $2,962 and ($780) of accumulated other comprehensive income (loss), relating to foreign currency translation.
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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. As of March 31, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
Net Loss per Share
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements. The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. As of March 31, 2018 and December 31, 2017, there are no potentially dilutive common stock equivalents.
NOTE 4 – ADVANCE TO RELATED ENTITY
As of March 31, 2018 and December 31, 2017, the Company had issued funds to a related party entity in the amount of $395,752 and $266,430, respectively in anticipation of acquiring or merging the entity with the Company. Between January 1, 2018 and March 31, 2018, the Company received $130,836 from 21 individuals for the issuance of 289,150 shares of common stock at $0.30 - $0.65 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 March 31, 2018 and December 31, 2017, the Company had a whisky inventory of $51,729 and $10,201, respectively. The inventory is recorded at the lower of cost (purchase price plus fees) or market. The inventory is made up of rare or special whisky that the Company is acquiring to collect, market, and sell.
NOTE 6 – ADVANCES FROM RELATED ENTITY
During the three months ended March 31, 2018 and 2017, a shareholder paid expenses in the Company’s behalf totaling $0 and $1,000, respectively, which have been recorded as additional paid-in capital.
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NOTE 7 – COMMON STOCK
Between January 1, 2018 and March 31, 2018, the Company issued 289,150 shares of common stock to 21 individuals at $0.30 - $0.65 per share and received $130,836 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 March 31, 2018 and December 31, 2017, respectively, 41,580,120 and 41,290,970 shares of common stock and no preferred stock were issued and outstanding.
NOTE 8 – SUBSEQUENT EVENTS
Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through May 18, 2018, the date which the consolidated financial statements were available to be issued and there are no material subsequent events, except as detailed below:
From April 1, 2018 through May 18, 2018, the Company issued 415,361 shares of common stock to 9 unaffiliated individuals at $.30 - $.65 per share for net proceeds of $207,889. 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial statements and notes thereto included in this report. Except for the historical information contained herein, the discussion in this report contains certain forward-looking statements that involve risk and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions as of the date of this filing. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document. The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include those discussed in the “Risk Factors” section as well as discussed elsewhere herein.
Results of Operations
Three months ended March 31, 2018
For the three-months ended March 31, 2018, Fah Mai Holdings Inc. had not generated revenues and had no income or cash flows from operations since inception. Fah Mai Holdings Inc. sustained a net loss of $38,667 in the three months ended March 31, 2018. The loss is largely attributed to operating expenses incurred by the Company, for the purposes of paying for accounting, legal and audit fees.
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.
Liquidity and Capital Resources
As of March 31, 2018, the Company had $6,179 in cash.
The Company issued funds to a related party entity in the amount of $395,752 in anticipation of effecting a merger with it, and has a receivable recorded on its books as of March 31, 2018.
Between January 1, 2018 and March 31, 2018, the Company issued 289,150 shares of common stock to 21 accredited individuals at $0.30 -$0.65 per share and received $130,836 in cash.
Going Concern Consideration
As reflected in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $81,916 as of March 31, 2018 and $43, 249 as of December 31, 2018. This raises substantial doubt about its ability to continue as a going concern, which is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Operating Activities
The Company used $80,195 and $0 in cash during the three months ended March 31, 2018 and 2017, respectively, for operating activities.
Investing Activities
The Company issued a note receivable from a related party in the amount of $129,322 and $0 during the three months ended March 31, 2018 and 2017.
Financing Activities
The Company received $130,836 in cash for the issuance of 289,150 shares of common stock during the three months ended March 31, 2018, and $0 from financing activities for the three months ended March 31, 2017.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Not required.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of March 31, 2018, the Company’s management evaluated, with participation of its principal executive officer and its principal financial officer, the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, the Company’s principal executive officer and its principal financial officer concluded that the Company’s disclosure controls and procedures were ineffective as of March 31, 2018.
Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date based on criteria for effective internal control over financial reporting described in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. The material weaknesses identified during management’s assessment were (i) a lack of sufficient internal accounting resources; and (ii) a lack of segregation of duties to ensure adequate review of financial statement preparation. In light of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting at the Evaluation Date.
Change in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting, or in any other factors that could significantly affect these controls, during the Company’s quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
As of the date of this Quarterly Report on Form 10-Q, we are not a party to any legal proceedings.
In accordance with the requirements of Form 10-Q, the Company, as a smaller reporting company, is not required to make disclosure under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During January 1, 2018 through the present, the Company issued 704,511 shares of common stock for net proceeds of $338,725 through 30 stock subscription agreements, which are all unrelated parties.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures
None.
None.
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: May 18, 2018 | FAH MAI HOLDINGS, INC. | |
| By: | /s/ Louis J Haseman | |
| Chief Executive Officer | ||
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