10-Q 1 form10-q.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: SEPTEMBER 30, 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. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). [X] Yes [  ] No.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, and/or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 Act). [  ] Yes [X] No

 

As of November 14, 2018, 52,548,752 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 September 30, 2018

 

Table of Contents

 

  Page
PART I. FINANCIAL INFORMATION  
   
Item 1. Condensed Consolidated Financial Statements:  
   
Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (Unaudited) 1
   
Condensed Consolidated Statements of Operation for the three and nine months ended September 30, 2018 and 2017 (Unaudited) 2
   
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (Unaudited) 3
   
Notes to Unaudited Condensed Consolidated Financial Statements 4-7
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations & Plan of Operations 8
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
   
Item 4. Controls and Procedures 9
   
PART II. OTHER INFORMATION  
   
Item 1. Legal Proceedings 9
   
Item 1A. Risk Factors 9
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9
   
Item 3. Defaults Upon Senior Securities 9
   
Item 4. Mine Safety Disclosures 9
   
Item 5. Other Information 9
   
Item 6. Exhibits 9
   
SIGNATURES 10

 

   
 

 

FAH MAI HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

   September 30, 2018   December 31, 2017 
ASSETS    
CURRENT ASSETS          
Cash  $25,382   $81,118 
Prepaid Expenses   5,373    - 
Inventory, net   260,997    10,201 
Total Current Assets   291,752    91,319 
           
Advance to Related Entity - in anticipation of merger   -    266,430 
TOTAL ASSETS  $291,752   $357,749 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Accrued Liabilities  $5   $- 
Note Payable - Related Party   45,371    - 
Total Current Liabilities   45,376    - 
           
STOCKHOLDERS’ EQUITY          
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; 52,476,835 and 41,290,970 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively   5,248    4,129 
Additional Paid-in Capital   700,484    397,649 
Accumulated Deficit   (433,531)   (43,249)
Accumulated Other Comprehensive Loss   (25,825)   (780)
Total Stockholders’ Equity   246,376    357,749 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $291,752   $357,749 

 

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

 

1
 

 

FAH MAI HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

 

    For the Three Months Ended     For the Nine Months Ended  
    September 30, 2018     September 30, 2017     September 30, 2018     September 30, 2017  
                         
REVENUES   $ 15,362     $ -     $ 15,362     $ -  
                                 
COST OF GOODS SOLD     9,633       -       9,633       -  
                                 
GROSS MARGIN     5,729       -       5,729       -  
                                 
OPERATING EXPENSES                                
General and Administrative Expenses     163,793       3,465       385,746       9,780  
Total Operating Expenses     (163,793 )     (3,465 )     (385,746 )     (9,780 )
                                 
OPERATING LOSS     (158,064 )     (3,465 )     (380,017 )     (9,780 )
                                 
Other Income (Expense)     (13,689 )     -       (10,265 )     -  
                                 
NET LOSS BEFORE INCOME TAXES     (171,753 )     (3,465 )     (390,282 )     (9,780 )
Provision for Income Taxes     -       -       -       -  
NET LOSS   $ (171,753 )   $ (3,465 )   $ (390,282 )   $ (9,780 )
                                 
BASIC AND DILUTED LOSS PER SHARE   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
                                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     45,192,235       40,671,900       42,947,443       36,175,513  
                                 
Other Comprehensive Loss                                
Exchange Differences Arising on Translating Foreign Operations     (8,345 )     -       (25,045 )     -  
Total Comprehensive Loss   $ (180,098 )   $ (3,465 )   $ (415,327 )   $ (9,780 )

 

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

 

2
 

 

FAH MAI HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   For the Nine Months Ended 
   September 30, 2018   September 30, 2017 
OPERATING ACTIVITIES          
Net loss  $(390,282)  $(9,780)
Adjustments to reconcile net loss to net cash used in operating activities:          
Expenses paid by stockholder and contributed as capital   -    1,400 
Common stock issued for services   64,734    - 
Common stock issued for interest payments   13,964    - 
Changes in operating assets and liabilities          
Prepaid Expenses   (5,262)   - 
Inventory   (106,671)   - 
Accrued Liabilities   5    (5,250)
Net Cash Used in Operating Activities   (423,512)   (13,630)
           
INVESTING ACTIVITIES          
Net cash obtained in merger/recapitalization   (240,678)   - 
Issuance of funds to related party   -    (197,640)
Net Cash Used in Financing Activities   (240,678)   (197,640)
           
FINANCING ACTIVITIES          
Repayments on notes payable - related party   (30,549)   - 
Proceeds from stock subscriptions payable   -    125,620 
Proceeds from sale of common stock   637,481    85,650 
Net Cash Provided by Financing Activities   606,932    211,270 
Effect of Exchange Rate Changes on Cash   1,522    - 
NET DECREASE IN CASH   (55,736)   - 
CASH AT BEGINNING OF PERIOD   81,118    - 
           
CASH AT END OF PERIOD  $25,382   $- 
           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:          
CASH PAID FOR:          
Interest  $72   $- 
Income taxes  $-   $- 
           
NON-CASH DISCLOSURES OF CASH FLOW INFORMATION:          
Shares issued for non-cash net assets of subsidiary  $40   $- 

 

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

 

3
 

 

FAH MAI HOLDINGS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 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. On June 8, 2018, the Company entered into a merger agreement (the “Merger Agreement”) with Fah Mai Holdings Co., Ltd., a private company organized under the laws of the Thailand (“Fah Mai Thailand”). Under the Merger Agreement, the Company issued to the shareholders of Fah Mai Thailand 400,000 shares of its common stock, valued at $0.0001 per share, in exchange for all of the issued and outstanding equity securities of Fah Mai Thailand (the “Merger”). 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. On June 8, 2018, the Company entered into a merger agreement (the “Merger Agreement”) with Fah Mai Holdings Co., Ltd., a private company organized under the laws of the Thailand (“Fah Mai Thailand”). Mr. Louis Haseman, who is an officer, director and shareholder of the Company, was an officer and equity holder of Fah Mai Thailand prior to the Merger. As a result of the Merger, Fah Mai Thailand has merged into the Company and ceased to exist and the Company has taken over the operations and business plan of Fah Mai Thailand. This was a merger of net assets between entities under common control. Accordingly, net assets and liabilities of Fah Mai Thailand were recorded on the books of the Company at their historical costs.

 

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 nine months ended September 30, 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 Co., Ltd., Fah Mai Holdings Limited and Platinum Cask Limited (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation.

 

4
 

 

Basis of Valuing 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 significant revenue since inception to date and has sustained an operating loss of $390,282 for the nine months ended September 30, 2018 compared to an operating loss of $9,780 for the nine months ended September 30, 2017. The Company had a working capital surplus of $246,376 and an accumulated deficit of $433,531 as of September 30, 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 does not have significant revenues to cover operational expenses 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 $25,382 and $81,118 held in cash as of as of September 30, 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. However, most of the Company’s cash is held outside of the United States of America. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 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).

 

5
 

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products and services in accordance with ASC 606,”Revenue Recognition” following the five steps procedure:

 

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

 

The Company recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

 

  a. the customer simultaneously receives and consumes the benefits as the entity performs;
  b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or
  c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date.

 

Since the Company’s revenues are generated when products are sold with no remaining obligations on the part of the Company, revenue is recognized at the time of sale.

 

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 September 30, 2018 and December 31, 2017, respectively, the Company had ($25,825) and ($780) of accumulated other comprehensive income (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. As of September 30, 2018 and December 31, 2017, the Company had net operating losses of $433,531 and $43,249, respectively. As of September 30, 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 September 30, 2018 and December 31, 2017, there are no potentially dilutive common stock equivalents.

 

NOTE 4 – ADVANCE TO RELATED ENTITY

 

As of September 30, 2018 and December 31, 2017, the Company had issued funds to a related party entity in the amount of $0 and $266,430, respectively in anticipation of acquiring or merging the entity with the Company. All of these proceeds were 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. The Company had previously recorded a receivable from a related entity on its books for these funds. On June 8, 2018, Fah Mai Thailand was acquired as a subsidiary and is now included in the consolidated financial statements of the Company. Accordingly, the inter-company receivable/payable was eliminated on consolidation.

 

6
 

 

NOTE 5 –INVENTORY

 

As of September 30, 2018 and December 31, 2017, the Company had whisky inventory of $260,997 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 – NOTE PAYABLE - RELATED PARTY

 

As of September 30, 2018 and December 31, 2017, the Company received funds from an officer and director totaling $45,371 and $0, respectively. These funds are due on demand.

 

NOTE 7 – COMMON STOCK

 

Between January 1, 2018 and September 30, 2018, the Company issued 2,028,317 shares of common stock through 94 stock subscription agreements, which are all unrelated parties, at $0.45 - $0.75 per share and received $637,481 in cash.

 

On June 8, 2018, the Company issued 400,000 shares of common stock for the acquisition of Fah Mai Holdings, Co., Ltd. These shares were issued at par value of $0.0001 per share.

 

During the nine months ended September 30, 2018, the Company issued 127,398 shares of common stock to 4 individuals for services. The shares were issued between $0.50 and $0.65 per share and the Company recorded $63,834 in expenses.

 

During the nine months ended September 30, 2018, the Company issued 8,602,223 shares of common stock to 3 individuals for services. The shares were issued par value of $0.0001 per share and the Company recorded $860 in expenses.

 

During the nine months ended September 30, 2018, the Company issued 27,927 shares of common stock to 16 individuals as interest payments. The shares were issued at $0.50 per share and the Company recorded $13,964 as interest expense.

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2018 and December 31, 2017, respectively, 52,476,835 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 November 14, 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 October 1, 2018 through November 14, 2018, the Company issued 71,917 shares of common stock to 5 unaffiliated individuals at $.50 - $.65 per share for net proceeds of $37,167.

 

7
 

 

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 September 30, 2018

 

For the three months ended September 30, 2018, Fah Mai Holdings Inc. generated revenues of $15,362 but had no income or positive cash flows from operations since inception. Fah Mai Holdings Inc. sustained a net loss of $171,753 in the three months ended September 30, 2018. The loss is largely attributed to operating expenses incurred by the Company, for the purposes of paying for accounting, legal and audit fees, its operations in Thailand and the efforts to build its whisky inventory.

 

Nine months ended September 30, 2018

 

For the nine months ended September 30, 2018, Fah Mai Holdings Inc. generated revenues of $15,362 but had no net income or positive cash flows from operations since inception. Fah Mai Holdings Inc. sustained a net loss of $390,282 in the nine months ended September 30, 2018. The loss is largely attributed to operating expenses incurred by the Company, for the purposes of paying for accounting, legal and audit fees, its operations in Thailand and the efforts to build its whisky inventory.

 

The Company’s independent auditors have issued a report on the Company’s December 31, 2017 audited financial statements 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 September 30, 2018, the Company had $25,382 in cash.

 

Between January 1, 2018 and September 30, 2018, the Company issued 1,250,540 shares of common stock through 94 stock subscription agreements, which are all unrelated parties, at $0.45 - $0.75 per share and received $637,481 in cash.

 

Going Concern Consideration

 

As reflected in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $433,531 as of September 30, 2018 and $43,249 as of December 31, 2017. 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 $423,512 and $13,630 in cash during the nine months ended September 30, 2018 and 2017, respectively, for operating activities. During the nine months ended September 30, 2018 and 2017, a shareholder paid expenses in the Company’s behalf totaling $0 and $1,400, respectively, which have been recorded as additional paid-in capital.

 

8
 

 

Investing Activities

 

The Company issued a note receivable from a related party in the amount of $0 and $197,640 and obtained net cash in merger/recapitalization of $240,678 and $0 during the nine months ended September 30, 2018 and 2017, respectively.

 

Financing Activities

 

The Company received $637,481 in cash for the issuance of 1,250,540 shares of common stock during the nine months ended September 30, 2018, and received $211,270 in cash for the issuance of 425,440 shares of common stock from financing activities for the nine months ended September 30, 2017.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

As of September 30, 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 September 30, 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 September 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

As of the date of this Quarterly Report on Form 10-Q, we are not a party to any legal proceedings.

 

Item 1A. Risk Factors

 

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 2,100,234 shares of common stock for net proceeds of $674,648 through 99 stock subscription agreements, which are all unrelated parties.

 

On September 10, 2018, the Company issued 1,172,223 shares of common stock to Daniel Monk, 3,809,000 shares of common stock to Paul Lambrick and 3,621,000 shares of common stock to Ornprapa Blore as founder shares for services rendered at par value of $0.001 per share for a value of $860.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits.

 

  31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
  32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

9
 

 

SIGNATURES

 

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: November 14, 2018 FAH MAI HOLDINGS, INC.
   
  By: /s/ Louis J Haseman
    Chief Executive Officer

 

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