XML 17 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
Merger and Plan of Reorganization
9 Months Ended
Sep. 30, 2018
Merger and Plan of Reorganization [Abstract]  
Merger and Plan of Reorganization
Note 3 – Merger and Plan of Reorganization

On January 25, 2018, The Company entered into an agreement of merger and plan of reorganization (“Merger Agreement”) with Evans Brewing Company, Inc. (“Evans”), current registrant in the Securities and Exchange Commission. Pursuant to the terms of the Merger Agreement, Evans merged into the Company in a statutory reverse merger (“Merger”) and the Company is a surviving entity as a wholly-owned subsidiary of Evans. As a consideration for the Merger, Evans agreed to issue the shareholders of the Company an aggregate of 26,000,000 shares of common stock, par value $0.0001 per share in accordance with the pro rata ownership of the Company’s capital stock. Following the Merger, Evans adopted the business plan of the Company in information technology consultancy and software development.

Immediately prior to the Merger, the Registrant had 4,784,293 shares of common stock issued and outstanding.  In connection with the Merger, the shareholders of Evans agreed to convert 1,000,000 shares of preferred stock and forgive $1,000,000 in unpaid advances in exchange for the spin-off of the Evans’ current operations. (“Spin-Off”) Following the consummation of the Merger, and upon the issuance of the shares from the Merger and the shares to be issued in connection with the Spin-Off, Evans will have approximately 32,000,000 shares of common stock issued and outstanding and the shareholders of the Company will beneficially own 26,000,000 shares, or approximately eighty-one percent of such issued and outstanding common stock. The Company's shares as of December 31, 2017 have been retroactively restated to reflect the share exchange of the merger.

Upon the completion of the Merger, the historical financial statements of the Company are the historical financial statements of the registrants.