F-5
VODKA BRANDS CORP
NOTES TO FINANCIAL STATEMENTS
Note 1 - Organization and Business
Vodka Brands Corp (the Company or we) was incorporated on April 17, 2014 (Inception) as a Pennsylvania corporation with a year-end of December 31. The Company is primarily engaged in the import and distribution of alcoholic beverages. From Inception through March of 2015, the Company imported its alcoholic beverages through a related party. The Company obtained its own import license in April 2015. The Company distributes in the United States. Its products are primarily sold to wholesale distributors as well as state alcohol beverage control agencies.
Note 2 - Going Concern
These accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. For the year ended December 31, 2016, the Company had a net loss of $266,451. As of December 31, 2016, the Company has an accumulated deficit of $575,877. Due to the start-up nature of the Company, the Company expects to incur additional operating losses in the immediate future. Given the operating loss and expected future operating losses, the Companys ability to realize its assets and discharge its liabilities depends on its ability to generate cash from capital financing and generate future profitable operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The Company is planning on obtaining additional financing through the issuance of equity or debt. To the extent that the funds generated from any private placements, public offerings and/or bank financing are insufficient or unsuccessful, the Company will have to raise additional working capital through other channels.
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
These financial statements are presented in U.S. dollars and are prepared in accordance with U.S. GAAP.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's significant accounting policies are those that are both most important to the Company's financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. Significant estimates include the allowance for doubtful accounts, allowance for slow-moving and obsolete inventory, valuation of deferred tax assets, rebate reserve and valuation of trademarks.
F-6
Revenue Recognition
The Company recognizes revenue when the customer takes ownership of the applicable goods and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of a sale exists and the sales price is fixed or determinable. For the Company, title passes when delivery has occurred. Provisions for rebates to customers are provided for in the same period the related sales are recorded. We account for rebates as a reduction of revenue and accrue for the estimated potential rebates. The Company recognized a reduction to revenue of $1,505 and $- for the years ended December 31, 2016 and 2015, respectively. At December 31, 2016 and 2015, $350 and $- were accrued for customer incentives.
Shipping and Handling
Shipping and handling costs relating to the delivery of the applicable goods are recorded in costs of sales.
Concentrations of Credit Risk
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, accounts receivable, accounts payable, and accrued expenses and approximate their fair value due to the short maturities of those instruments.
Cash
The Company maintains its cash in non-interest bearing accounts at various banking institutions that are insured by the Federal Deposit Insurance Company up to $250,000. The Companys deposits may, from time to time, exceed the $250,000 limit; however, management believes that there is no unusual risk present, as the Company places its cash with financial institutions which management considers being of high quality.
Accounts Receivable
The allowance for doubtful accounts is the Companys best estimate of the amount of probable credit losses in the Companys existing accounts receivable. The Company determines the allowance based on historical experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is remote. The allowance for doubtful accounts was $- as of December 31, 2016 and 2015. The Company does not have any off-balance-sheet credit exposure related to its customers. Collections on accounts receivable previously written off are included in income as received.
Inventory
Inventories are stated at the lower of cost, as determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to managements estimates based on prevailing market conditions. Management writes down the inventories to market value if it is below cost. Management regularly evaluates the composition of the Companys inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required. The allowance for slow-moving and obsolete inventories was $- as of December 31, 2016 and 2015.
Property, plant and equipment
Property, plant and equipment, are stated at cost less depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.
F-7
Depreciation of property, plant and equipment is calculated based on cost, less their estimated residual value, if any, using the straight-line method over their estimated useful lives and included in operating expenses.
Trademarks
Trademarks represent the trade names contributed by the founder through his wholly owned company Trademark Holdings, LLC. The four trademarks are Blue Diamond, Diamond Girl, Blue Crystal and White Crystal. Trademarks are initially measured at the carryover basis of the founder. Amortization of the trademarks is calculated based upon cost using a straight-line method over their estimated useful lives from registration and are stated at a historical cost. Amortization expense is included in operating expenses.
Impairment of Long-Lived Assets
In accordance with Financial Accounting Standards Board (FASB) ASC 360,
Long-Lived Assets,
such as property, plant and equipment and intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company determined that there was no impairment at December 31, 2016 and 2015.
Advertising and Promotional Costs
The Company expenses advertising and promotional costs as incurred or the first time the advertising or promotion takes place, whichever is earlier, in accordance with the FASB ASC 720,
Other Expenses
. For the years ended December 31, 2016 and 2015 the Company recorded $28,882 and $46,041 in advertising and promotional cost which are included in selling expenses in the accompanying statements of operations.
Research and Development Costs
The Company charges research and development costs to expense when incurred in accordance with the FASB ASC 730,
Research and Development
. Research and development costs were $- for the years ended December 31, 2016 and 2015.
Income Taxes
The Company accounts for income taxes in accordance with FASB ASC 740,
Income Taxes,
(ASC 740) which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, ASC 740 requires recognition of future tax benefits, such as carry forwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.
The Company has an accumulated deficit and a loss from operations. Realization of the net deferred tax asset is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred asset has been offset by a full valuation allowance.
F-8
The Company evaluates the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. In the second step, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. As of December 31, 2016 and 2015, there were no uncertain tax positions with a more than 50% likelihood of being realized upon settlement. The Company classifies interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no such expenses in 2016 or 2015.
Basic and Diluted Loss per Share
The Company reports loss per share in accordance with FASB ASC 260,
Earnings per share
. The Companys basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Companys outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the years ended December 31, 2016 and 2015.
Treasury Stock
The Company accounts for treasury stock using the cost method. There were 10,000 shares of treasury stock at historical cost of $3,000 at December 31, 2016. There were no treasury shares at December 31, 2015.
Comprehensive Income
Net loss is the Companys only component of comprehensive income or loss for the year ended December 31, 2016 and 2015.
Stock-Based Compensation
The Company accounts for stock-based compensation using the fair value provisions of ASC 718,
Compensation Stock Compensation
that requires the recognition of compensation expense, using a fair-value based method, for costs related to all stock-based payments including stock options and restricted stock. This topic requires companies to estimate the fair value of the stock-based awards on the date of grant for options are issued to employees and directors. The Company uses a Black-Scholes valuation model as the most appropriate valuation method for pricing these options. Awards for consultants are accounted for under ASC 505-50,
Equity Based Payments to Non-Employees
. Any compensation expense related to consultants is marked-to-market over the applicable vesting period as they vest. There are customary limitations on the sale or transfer of the stock. There were no stock options issued during the years ended December 31, 2016 and 2015.
Persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months. The Companys Chief Executive Officer (CEO) may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.
Short-term advance related party
The Company had advanced cash payments to a contractor for future service obligations of $3,350 at December 31, 2015. The Company recognized this amount as an expense during 2016 upon the completion of the service obligations. There was no amount outstanding as of December 31, 2016.
F-9
Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company has disclosed all related party transactions.
Recent Accounting Pronouncements
In August 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,
which amends ASC 230, to clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows. The FASB issued ASU 2016-15 with the intent of reducing diversity in practice with respect to eight types of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. This new standard will not have a material impact on the presentation of our financial statements, financial position, results of operations, cash flows or related disclosures.
During March 2016, the FASB issued ASU No. 2016-09,
Improvements to Employee Share-Based Payment Accounting
, which amends ASC Topic 718,
Compensation - Stock Compensation
. The objective of this update is part of the FASBs Simplification Initiative as it applies to several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The effective date of the update is for fiscal years beginning after December 15, 2016 and interim periods within that reporting period Early adoption was permitted. We will adopt this standard effective January 1, 2017. The adoption will not have a material impact on the presentation of our financial statements, financial position, results of operations, cash flows or related disclosures.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842)
. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. This new standard will not have a material impact on the presentation of our financial statements, financial position, results of operations, cash flows or related disclosures.
In January 2016, the FASB issued ASU 2016-01, which revises the guidance in ASC 825-10,
Recognition and Measurement of Financial Assets and Financial Liabilities
, and provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The guidance is effective for reporting periods (interim and annual) beginning after December 15, 2017, for public companies. We are currently evaluating the impact of our pending adoption of the new standard on our financial statements and do not expect a significant impact on our financial statements, financial position, results of operations, cash flows or related disclosures.
F-10
In November 2015, the FASB issued ASU 2015-17,
Balance Sheet Classification of Deferred Taxes
, which will require entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. The ASU simplifies the current guidance, which requires entities to separately present DTAs and DTLs as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, 2016 (and interim periods within those annual periods), or January 1, 2017 for the Company. Early adoption was permitted. ASU 2015-17 may be either applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. There will be no impact on our results of operations as a result of the adoption of ASU 2015-17.
In July 2015, the FASB issued ASU No. 2015-11,
Inventory, Simplifying the Measurement of Inventory
. The amended guidance requires that inventory be measured at the lower of cost and net realizable value. The amended guidance is limited to inventory measured using the first-in, first-out (FIFO) or average cost methods and excludes inventory measured using last-in, first-out (LIFO) or retail inventory methods. ASU 2015-11 is effective for fiscal years, and interim periods, beginning after December 15, 2016
, or January 1, 2017 for the Company
. Early adoption is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Companys financial position or results of operations.
In August 2014, FASB issued ASU No. 2014-15,
Presentation of Financial Statements Going Concern (Subtopic 205-40)
. This standard is intended to define managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. The amendments contained in this ASU apply to all companies and not-for-profit organizations. The amendments are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The Company adopted this guidance on December 31, 2016 and management assessed the entitys ability to continue as a going concern. After considering the Companys historical negative cash flow from operating activities, recurring losses and accumulated deficit management concluded that there is substantial doubt about the entities ability to continue as a going concern. Certain disclosures were added to comply with the disclosure requirements of the ASU.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09,
Revenue from Contracts with Customers,
which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In July 2015, the FASB finalized a one year delay in the effective date of this standard, which will now be effective for the Company on January 1, 2018, however early adoption is permitted any time after the original effective date.
We are evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures, but do not expect it to have a material impact on our financial position, results of operations, or cash flows.
In August 2015, the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all entities by one year. Accordingly, public business entities should apply the guidance in ASU 2014-09 to annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Early adoption is permitted but not before annual periods beginning after December 15, 2016. The standard permits the use of the retrospective or the modified approach method. We have not yet selected a transition method, and are currently in the process of evaluating the impact of adoption of this ASU on our financial statements and disclosures
, but do not expect it to have a material impact on our financial position, results of operations, or cash flows. We will adopt ASU 2014-09 on January 1, 2018.
The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations
Reclassification
Certain reclassifications have been made to prior year amounts to conform with the current year presentation.
F-11
Note 4 - Common Stock
The Articles of Incorporation authorized Vodka Brands Corp to issue 100,000,000 shares of common stock with no par value.
Each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our preferred stock described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.
From January 2015 through December 2015, 347,333 shares of the Companys common stock were issued for cash of $104,200 at $0.30 per share. From January 2015 through December 2015, 150,000 shares of the Companys common stock were issued for cash of $30,000 at $0.20 per share. From January 2015 through December 2015, 100,000 shares of the Companys common stock were issued for $18,000 at $0.18 per share to our Treasurer/Secretary of the Companys Board of Directors.
From January 2015 through December 2015, 154,000 shares of common stock were issued for services and rent. These 154,000 shares were valued at $0.30 per share. An additional 23,847 shares of common stock were issued in connection with Hamilton & Associates Law Group, P.A. agreement.
On March 7, 2015 the Company entered into an employment agreement with its Chief Executive Officer (CEO). Under the terms of the agreement, the CEO will earn 36,000 shares of common stock for his services annually. The agreement was effective April 1, 2015. From April 2015 through December 2015, 27,000 shares of common stock were issued as stock-based compensation. These 27,000 shares were valued at $8,100 of compensation at $0.30 per share. See Note 12. The agreement may terminate, at any time, by mutual agreement of both parties or the employment agreement period terminates upon the earliest of certain conditions or April 1, 2020.
In April 2015, the Company entered into an arrangement to repurchase 363,167 shares of common stock issued for legal services. The Company paid $20,000 for these shares. In August 2015, the Company entered into an arrangement to repurchase the remaining 100,000 shares of common stock issued for legal services. The Company paid $15,000 for these shares. In September 2015, the Company executed a cancellation resolution of the 463,167 repurchased shares. The cancelation is reflected as a reduction of common stock at the price paid of $35,000.
From January 1, 2016 through December 31, 2016, 36,000 shares of common stock were issued as stock-based compensation. These 36,000 shares were valued at $10,800 of compensation at $0.30 per share in connection with the employment agreement with the Companys CEO. See Note 12.
From January 1, 2016 through December 2016, 507,000 shares of common stock were issued for cash of $151,990 at $0.30 per share.
From January 1, 2016 through December 2016, 13,000 shares of common stock were issued for services. The 13,000 shares were valued at $0.30 per share.
The common shares issued for services and rent during the periods were immediately vested upon issuance. The service and rental period were varied from twelve months to eighteen months from the date of the agreements.
F-12
Note 5 - Income Tax
The Company has operating losses that may be applied against future taxable income. The potential tax benefits arising from these loss carry forwards, which expire beginning in the year 2034, are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The cumulative net operating loss carry forward as of December 31, 2016 and 2015 was $417,604 and $153,717. The U.S. federal statutory tax rate is 35.00%.
The significant components of the deferred tax assets are as follows:
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Year ended
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|
Year ended
|
|
|
December 31,
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|
December 31,
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|
|
2016
|
|
2015
|
|
|
|
|
|
Loss carry forwards
|
|
$ 173,279
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|
$ 63,783
|
Less: Valuation allowance
|
|
(173,279)
|
|
(63,783)
|
Total net deferred tax asset
|
|
$ -
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|
$ -
|
The Companys tax years open to examination begin with the 2014 federal and state income tax returns. The Companys policy is to record estimated interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company has not recognized any interest or penalties for the underpayment of income taxes or unrecognized tax benefits.
A reconciliation of income taxes at the U.S. federal statutory rate to the effective tax rate for income taxes is as follows:
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Year ended
|
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Year ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
Federal tax benefit at statutory rate
|
|
(35.00%)
|
|
(35.00%)
|
Non-deductible professional expenses
|
|
0.00%
|
|
17.60%
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Meals and entertainment
|
|
0.34%
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0.00%
|
State tax benefit, net of federal benefits
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|
(6.43%)
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|
(3.23%)
|
Net changes in valuation allowance
|
|
41.09%
|
|
20.63%
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Effective tax rate
|
|
0.00%
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0.00%
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Note 6 - Related Party Transactions
Beverage Brands, Inc. (BBI) which is wholly owned by the CEO, paid third parties for storage and administrative services on behalf of the Company. These amounts were charged to cost of sales. The total amount expensed was $3,000 and $3,841 for the years ended December 31, 2016 and 2015, respectively. In September 2015 and foreword, the storage services were invoiced directly to the Company.
On various dates in 2016, BBI paid certain amounts due to vendors of the Company. For the years ended December 31, 2016 and 2015, the total amount of these amounts paid by BBI on behalf of the Company was $1,656 and $-.
During 2016, the Company collected proceeds for products sold which BBI owns the trademark. The total amount collected during the years ended December 31, 2016 and 2015 was $1,624 and $-. As of December 31, 2016 and 2015 the Company owed $1,624 and $- and these amounts are reflected in accounts payable related party in the accompanying balance sheets, respectively.
F-13
As of December 31, 2016 and 2015, the Company owed $11,481 and $5,201 to this related party and these amounts are included in accounts payable - related party in the accompanying balance sheets.
The Company paid certain expenses attributable to BBI. These amounts were not recorded in the Companys statement of operations for the year ended December 31, 2016. The total amount paid on behalf of BBI for the year ended December 31, 2016 and 2015 was $6,092 and $-. These amounts are reflected in the accounts receivable, net related party in the accompanying balance sheets at December 31, 2016 and 2015, respectively.
Effective April 28, 2015 the Company executed a consulting agreement with a consultant who is an affiliate with BBI. The Company compensates $1,000 per month to the consultant and requires a minimum of fifty hours of services per month. The agreement may terminate, at any time, by written notice of the Company. At December 31, 2016 and 2015, the Company advanced this consultant $- and $3,350 for future services which are expected to be performed within one year, respectively. The total fees incurred related to this consultant were $35,602 and $14,700 for the years ended December 31, 2016 and 2015, respectively. The fees are included in consulting fees in the accompanying statements of operations.
The Company has an informal consulting agreement with a consultant who performs services as the Companys interim Chief Financial Officer (CFO). The total amount expensed was $- and $3,150 for the year ended December 31, 2016 and 2015. The expense is reflected in professional fees in the accompanying statements of operations. At December 31, 2016 and 2015, the Company owed $- and $500 to this related party and these amounts are included in accounts payable - related party. In January 2016, the interim CFO stopped performing services and the Company engaged a third-party to assist in its financial reporting responsibilities.
During 2016, the Company entered into an informal, interest-free, unsecured advance from its CEO. On various dates in 2016, the CEO advanced a total of $58,700 to the Company. During 2016, the Company repaid $3,647 due under this advance. As of December 31, 2016 and 2015, $55,053 and $- is reflected in advance related party in the accompany balance sheets, respectively.
See additional transactions with related parties in Note 4 and Note 8.
Note 7 - Concentrations
The Companys revenues include two major customers, the Commonwealth of Pennsylvania and the Mississippi Department of Revenue, which account for 93% and 100% of revenues for years ended December 31, 2016 and 2015, respectively. Outstanding accounts receivable from these customers amounted to the following:
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December 31, 2016
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December 31, 2015
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Accounts receivable
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$ 24,071
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$ 7,607
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The Company imports and distributes alcoholic beverages from one supplier which accounted for 100% of the Companys purchases for the years ended December 31, 2016 and 2015. All purchases require prepayment terms. Accounts payable to this vendor amounted to $394 and $- as of December 31, 2016 and 2015, respectively.
Note 8 - Commitments and Contingencies
Control by principal stockholder and CEO
The CEO owns beneficially and in the aggregate, the majority of the common shares of the Company. Accordingly, the CEO has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital stock and the dissolution, merger or sale of the Company's assets.
F-14
Reliance on other parties and related parties
The Company currently is primarily engaged in the business of importing and distributing alcoholic beverages in the United States. However, from April 17, 2014 (Inception) through March 2015, the Company did not have a permit to import and distribute alcoholic beverages in the United States, nor did it have a permit to distribute alcoholic beverages within the United States.
In April 2015, the Company obtained its own federal importing permit.
The Company contracted with BBI, to import alcoholic beverages from Europe to the U.S. under BBIs federal importing permit. Once imported, the inventory is stored in a bonded warehouse operated by a third party licensed by the federal government.
When the Company sells alcoholic beverages to its customer, the Pennsylvania Liquor Control Board, it uses a third party who has an alcoholic beverage sale permit in the U.S., to enter into purchase orders with the customer. The third party would not transact with the Company until the federal importing permit was obtained. Therefore, BBI acted as a conduit between the Company and the third party. There were no fees or expenses paid to or retained by BBI with regards to this arrangement. The amount collected from the Companys customer through BBI and not remitted to the Company is reflected in accounts receivable, net related party in the accompanying balance sheets. As of December 31, 2016 and 2015, $- and $23,850 was collected by BBI through the third party and reflected in accounts receivable, net related party in the accompanying balance sheets.
When the Company sells alcoholic beverages to certain of its customers, specifically the Mississippi Department of Revenue and the West Virginia Alcohol Beverage Control Administration, the alcoholic beverages are sent to a bailment warehouse, operated by the Mississippi Department of Revenue and the West Virginia Alcohol Beverage Control Administration. The Company maintains ownership of the alcoholic beverages while in the bailment warehouse, without fee, until final withdraw by the Mississippi Department of Revenue or and the West Virginia Alcohol Beverage Control Administration.
When the alcoholic beverage leaves the bonded warehouse, the Company retains a third party as a customer broker to process the paper work with United States Customs and advance the federal tax payment for the alcoholic beverages sold. Payment of the tax is due as the product leaves the bonded warehouse.
Note 9 Property, Plant and Equipment
The net book value related to this property, plant and equipment was the following:
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|
|
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|
|
December 31, 2016
|
|
December 31, 2015
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|
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Cost
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$
931
|
|
$
931
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Accumulated depreciation
|
|
(329)
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|
(141)
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Property, plant and equipment, net
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$
602
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|
$
790
|
Depreciation of these assets are as follows:
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|
|
Year ended
|
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Year ended
|
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|
|
December 31,
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|
December 31,
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|
|
|
2016
|
|
2015
|
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|
|
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Depreciation
|
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$
188
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|
$
141
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F-15
The estimated useful lives of the assets are as follows:
Office equipment and furniture 3-5 years
Note 10 Trademarks
The net book value related to these trademarks was the following:
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December 31, 2016
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December 31, 2015
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Cost
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$
1,125
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|
$
1,125
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Accumulated amortization
|
|
(1,069)
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|
(956)
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Trademarks, net
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$
56
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|
$
169
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Amortization expense related to these trademarks was included in operating expenses and was the following:
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|
|
Year ended
|
|
Year ended
|
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|
|
December 31,
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|
December 31,
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|
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2016
|
|
2015
|
|
|
|
|
|
|
Amortization
|
|
|
$
113
|
|
$
112
|
The Company did not incur significant costs to renew or extend the term of the trademarks during the years ended December 31, 2016 and 2015 in excess of the Companys capitalization policy. The future cash flows of the Company are significantly affected by the Companys ability to renew the trademarks with the United States Patent and Trademark Office.
The estimated useful lives of the assets are as follows:
Trademarks 10 years
The estimated amortization expense is as follows:
For the year ending December 31, 2017 $ 56
Note 11 Selling Expenses
Selling expenses consisted of commissions, advertising, promotion expenses. These expenses consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
Promotional
|
|
|
$ 8,563
|
|
$ 24,808
|
Advertising
|
|
|
20,319
|
|
21,233
|
Commissions
|
|
|
560
|
|
-
|
Total
|
|
|
$ 29,442
|
|
$ 46,041
|
F-16
Note 12 Stock-based Compensation
The fair value of the common stock for compensation was the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
Shares issued for compensation
|
|
|
36,000
|
|
27,000
|
Fair value per share
|
|
|
$ 0.30
|
|
$ 0.30
|
Stock based compensation expense
|
|
$ 10,800
|
|
$ 8,100
|
The fair value assigned, on a per share basis, used as fair value for stock-based compensation, consulting fees and rents is based on share purchases by investors for cash.
Note 13 Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
Year ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2016
|
|
2015
|
Finished goods
|
|
|
$ 77,050
|
|
$ 64,975
|
Excise taxes
|
|
|
1,721
|
|
1,470
|
Total
|
|
78,771
|
|
66,445
|
Allowance
|
|
-
|
|
-
|
Total
|
|
$
78,771
|
|
$ 66,445
|
Capitalized Excise taxes represents taxes paid for the removal of finished goods from the bonded warehouse. These goods were transported to various customers bailment warehouses.
As of December 31, 2016 and 2015, there was $33,922 and $- of finished goods in transit included in finished goods. During transit, the risk of loss is borne by the Company.
Note 14- Subsequent Events
Subsequent events have been evaluated through April 18, 2017 which is the date the financial statements were available to be issued. Management did not identify any events requiring recording or disclosure in the financial statements for the year ended December 31, 2016, except those described below:
On various dates in 2017, 35,000 shares of common stock were issued for cash of $10,500 at $0.30 per share. On various dates in 2017, 125,000 shares of common stock were issued for cash of $50,500 at $0.40 per share.
F-17
ITEM 9. CHANGES IN AND DISAGREEENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the Company carried out an evaluation, with the participation of the Companys management, including the Companys Chief Executive Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Companys CEO concluded that the Companys disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and a material weakness existed.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The design of the internal controls over the segregation of duties and financial reporting close process constitute a material weakness. Specifically, we do not have a formal written process to perform monthly close procedures nor a detailed review of such information. Further, our transactions are initiated and processed by a single individual. Accordingly, the lack of these controls results in the possibility that a material misstatement could occur and would not be prevented or detected on a timely basis.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management has concluded that our internal controls over financial reporting were not effective as of December 31, 2016 and a material weakness existed.
Limitations of Effectiveness of Control and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
27
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected annually by our board of directors. Each executive officer holds his office until he resigns, is removed by the board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.
|
|
|
Name
|
Age
|
Position
|
Mark T. Lucero
|
66
|
Founder, Chief Executive Officer, President and Director
|
John J. Hadgkiss
|
68
|
Secretary and Director
|
Mark T. Lucero, Founder, Chief Executive Officer, President and Director
Since our inception on April 17, 2014, Mark T. Lucero has been our Founder, Chief Executive Officer, President and Director. From 2002 to the present, Mr. Lucero has been the President and owner of Beverage Brands, Inc., a Pennsylvania corporation engaged in the commercialization of vodka products.
Mr. Lucero obtained a MBA, Masters of Business Administration, from Gannon University in 1974. He received a Bachelor of Science in Industrial Management from Gannon University in 1972.
As our Founder, Chief Executive Officer, President and Director, Mark T. Lucero provides his experience in the alcoholic beverage product development, marketing and distribution.
John J. Hadgkiss, Secretary and Director
Since August 28, 2014, John J. Hadgkiss has been our Secretary and Director. From August of 2002 to the present, Mr. Hadgkiss has been the President of Americare Management LLC, a hospice and health care facility for the elderly.
Mr. Hadgkiss obtained a Bachelor of Arts degree from Gannon University in 1969. He received a Master of Arts Degree from Gannon University in 1972.
As our director, John T. Hadgkiss provides his experience in executive management.
Family Relationships
There are no family relationships among our directors and executive officers and our shareholders.
28
Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
•
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
•
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
•
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
•
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
•
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity;
•
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; or
•
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
Code of Business Conduct and Ethics
We do not have any standing audit, nominating, and compensation committees of the board of directors, or committees performing similar functions. We do not currently have a Code of Ethics applicable to our principal executive, financial, or accounting officer. All Board actions have been taken by written action rather than formal meetings.
29
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities for the year ending December 31, 2016.
(1)
From April 2015 through December 2015, we issued 27,000 shares to Mark T. Lucero for compensation.
(2)
For the year ending December 31, 2016, we issued 36,000 shares to Mark T. Lucero for compensation.
Employment Agreements with Management
On March 7, 2015, we entered into an agreement with Mark T. Lucero, our Founder, Chief Executive Officer, President and Director to provide services to us. The agreement expires on April 1, 2020, unless Mr. Luceros terminated for cause or disability. We must pay 36,000 shares of common stock to Mr. Lucero annually for his services.
Our board of directors determines the compensation paid to our executive officers, based upon the years of service to us, whether services are provided on a full-time basis and the experience and level of skill required.
We may award our officers and directors shares of common stock as non-cash compensation as determined by the board of directors from time to time. The board will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.
Outstanding Equity Awards at the End of the Fiscal Year
We do not have and have never had any equity compensation plans and therefore no equity awards are outstanding as of the date of this Annual Report on Form 10-K.
Director Compensation
Our directors do not receive any other compensation for serving on the board of directors.
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our board of directors.
30
Options and Stock Appreciation Rights
We do not currently have a stock option or other equity incentive plan. We may adopt one or more such programs in the future.
Payment of Post-Termination Compensation
We do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.
Involvement in Certain Legal Proceedings
There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten years.
Board of Directors
All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors.
Our directors are reimbursed for expenses incurred by them in connection with attending board meetings, but they do not receive any other compensation for serving on the board of directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding our shares of common stock beneficially owned as of December 31, 2016, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owners spouse or children.
For purposes of this table, a person or group of persons is deemed to have beneficial ownership of any shares of common stock that such person has the right to acquire within 60 days of the date of December 31, 2016. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
31
Unless otherwise specified, the address of each of the persons set forth below is in care of the Company at 554 33
rd
Street, Pittsburgh, Pennsylvania 15201.
|
|
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage of Class
|
Executive Officers and Directors
|
|
|
March T. Lucero, Founder, Chief Executive Officer, President, Director(2)
|
10,163,000
|
82%
|
John J. Hadgkiss, Secretary and Director(3)
|
600,000
|
5%
|
Directors and Executive Officers, as a group; two persons(2)
|
|
|
TOTAL
|
10,763,000
|
87%
|
Other 5% Holders:
|
|
|
None.
|
|
|
(1) Based on 12,342,333 shares of common stock outstanding as of the date of December 31, 2016. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
(2) Represents 10,010,000 shares which we issued to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director for the Blue Diamond, Diamond Girl, Crystal and Blue Crystal trade names on April 21, 2014, and 90,000 shares purchased on April 21, 2014 at the price of $0.30 per share or an aggregate of $27,000. From April 2015 through December 2015, we issued 27,000 shares to Mark T. Lucero for compensation. For the year ending December 31, 2016, we issued 36,000 shares to Mark T. Lucero for compensation.
(3) Represents 500,000 shares sold to John J. Hadgkiss, our Secretary and Director on August 27, 2014, at the per share price of $0.18 or an aggregate price of $90,000. On July 7, 2015, we sold an additional 100,000 shares to John J. Hadgkiss at a price of $0.18 per share or an aggregate of $18,000.
32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On April 17, 2014, we sold 90,000 shares to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, at the price of $0.30 per share or an aggregate price of $27,000.
On August 27, 2014, we sold 500,000 shares to John J. Hadgkiss, our Secretary and Director, at the price of $0.18 per share or an aggregate price of $90,000. On July 7, 2015, we sold an additional 100,000 shares to John J. Hadgkiss at a price of $0.18 per share or an aggregate of $18,000.
On April 21, 2014, we acquired the brand names Blue Diamond, Diamond Girl, White Crystal, and Blue Crystal from Mark T. Lucero and Trademark Holdings LLC, a Pennsylvania limited liability company, owned by our Founder, Chief Executive Officer, President and Director, Mark T. Lucero in exchange for 10,010,000 common shares. We valued these shares at $.00004 per share or an aggregate price of $365.
On April 30, 2014, we entered into an agreement with Beverages Brands, Inc., a Pennsylvania corporation controlled by Mark T. Lucero, to act as our importer. There were no fees charged by Beverage Brands, Inc. to act as the importer. We received our importers license in April 2015.
On April 20, 2014 the Company purchased its first batch of inventory from Beverage Brands, Inc. (BBI) which is wholly owned by the CEO, in the amount of $25,502. This amount represents the cost of the inventory to BBI.
In addition, BBI paid third parties for storage and administrative services on behalf of the Company. These amounts were charged to cost of sales. The total amount expensed was $3,000 and $3,841 for the years ended December 31, 2016 and 2015, respectively. In September 2015, the storage services were invoiced directly to the Company.
On various dates in 2016, BBI paid certain amounts due to vendors of the Company. For the years ended December 31, 2016 and 2015, the total amount of these amounts paid by BBI on behalf of the Company was $1,656 and $-.
During 2016, the Company collected proceeds for products sold which BBI owns the trademark. The total amount collected during the years ended December 31, 2016 and 2015 was $1,624 and $-. As of December 31, 2016 and 2015 the Company owed $1,624 and $- and these amounts are reflected in accounts payable related party in the accompanying balance sheets, respectively.
As of December 31, 2016 and 2015, the Company owed $11,481 and $5,201 to this related party and these amounts are included in accounts payable - related party in the accompanying balance sheets.
The Company paid certain expenses attributable to BBI. These amounts were not recorded in the Companys statement of operations for the year ended December 31, 2016. The total amount paid on behalf of BBI for the year ended December 31, 2016 and 2015 was $6,092 and $-. These amounts are reflected in the accounts receivable, net related party in the accompanying balance sheets at December 31, 2016 and 2015, respectively.
On March 7, 2015, we entered into an agreement with Mark T. Lucero, our Founder, Chief Executive Officer, President and Director to provide services to us. The agreement expires on April 1, 2020, unless Mr. Lucero is terminated for cause or disability. We must pay 36,000 shares of common stock to Mr. Lucero annually for his services.
From April 2015 through June 2015, we issued 9,000 shares to Mark T. Lucero for compensation. We valued these shares at $0.30 per share or an aggregate of $2,700. From July through September 2015, we issued 9,000 shares of common stock to Mark T. Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700. From October through December 2015, we issued 9,000 shares of common stock to Mark T. Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700. For the year ending December 31, 2016, we issued 36,000 shares valued at $0.30 per share or an aggregate of $10,800.
33
Effective April 28, 2015 the Company executed a consulting agreement with a consultant who is an affiliate with BBI. The Company compensates $1,000 per month to the consultant and requires a minimum of fifty hours of services per month. The agreement may terminate, at any time, by written notice of the Company. At December 31, 2016 and 2015, the Company advanced this consultant $- and $3,350 for future services which are expected to be performed within one year, respectively. The total fees incurred related to this consultant were $35,602 and $14,700 for the years ended December 31, 2016 and 2015, respectively. The fees are included in consulting fees in the accompanying statements of operations.
During 2016, the Company entered into an informal, interest-free, unsecured advance from its CEO. On various dates in 2016, the CEO advanced a total of $58,700 to the Company. During 2016, the Company repaid $3,647 due under this advance. As of December 31, 2016 and 2015, $55,053 and $- is reflected in advance related party in the accompany balance sheets, respectively.
Other than stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:
•
Any of our directors or officers;
•
Any proposed nominee for election as our director;
•
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our shares; or
•
Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.
We have two members of our board of directors, Mark T. Lucero who also serves as our President, Chief Executive Officer, Director and majority shareholder and John J. Hadkiss who serves as our Secretary and Director.
We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer. Our Board of Directors has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. The Board of Directors does not have an executive committee or any committees performing a similar function.
We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Our two Directors, Mark T. Lucero and John J. Hadkiss are not independent as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules which is the definition that the Board of Directors has chosen to use for the purposes of determining independence. All Board of Director actions have been taken by Written Action rather than formal meetings.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees:
The aggregate amount billed by our principal accountant, Urish Popeck & Co., LLC (UPCO), for audit services performed for the fiscal years ended December 31, 2016 and 2015 was approximately $58,947 and $39,307, respectively. Audit services include the auditing of the financial statements and quarterly reviews.
Audit Related Fees:
The aggregate amount billed by UPCO for the fiscal years ended December 31, 2016 and 2015 was approximately $1,450 and $9,575. These costs included amounts billed for review of the Form S-1, assistant with Staff comment letters, and consultation on various accounting matters in support of our financial statements.
Tax Fees:
There were no fees billed by our principal accountant for tax related services for the fiscal years ended December 31, 2016 and 2015.
34
All other Fees:
Other than those fees described above, during the fiscal years ended December 31, 2016 and 2015, there were no other fees billed for services performed by our principal accountant.
Pre-Approval Procedures
. Our Chief Executive Officer/President/Director pre-approves the audit and non-audit services performed by UPCO, our principal accountants, in order to assure that the provision of such services does not impair UPCOs independence.
The term of any pre-approval is 12 months from the date of pre-approval, unless our Chief Executive Officer/President/Director specifically provides for a different period.
35
ITEM 15. EXHIBITS
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
Exhibit Description
|
Form
|
Date
|
Number
|
Filed Herewith
|
3.1
|
Articles of Incorporation
|
S-1
|
7/1/15
|
3.1
|
|
3.2
|
By Laws
|
S-1
|
2/9/16
|
3.2
|
|
3.3
|
Certificate of Amendment to Certificate of Incorporation
|
S-1
|
2/9/16
|
3.3
|
|
3.4
|
By Laws
|
S-1
|
2/9/16
|
3.4
|
|
10.1
|
Employment Agreement Mark T. Lucero
|
S-1
|
2/9/16
|
10.1
|
|
10.2
|
Trademark Assignment Agreement
|
|
4/21/14
|
10.2
|
|
10.3
|
Trademark Assignment Agreement
|
|
4/20/15
|
10.3
|
|
10.4
|
Lease Agreement with Jason Valenti
|
|
7/1/15
|
10.4
|
|
10.5
|
Lease Agreement with RCH Pittsburgh LLC
|
|
7/1/15
|
10.5
|
|
10.6
|
Consulting Agreement with Subromoniam Jayakumar
|
|
7/1/15
|
10.6
|
|
10.7
|
Consulting Agreement with Ching Kui Weng
|
|
7/1/15
|
10.7
|
|
10.8
|
Agreement with George Dayieb
|
|
7/1/15
|
10.8
|
|
10.9
|
Agreement with William Scott Baker
|
|
7/1/15
|
10.9
|
|
10.10
|
Agreement with Anthony Kim
|
|
7/1/15
|
10.10
|
|
10.11
|
Consulting Agreement with Todd Diperna
|
|
7/1/15
|
10.11
|
|
10.12
|
Purchase Order with the State of Pennsylvania Liquor Control Board
|
|
8/3/15
|
10.12
|
|
10.13
|
Purchase Order with our European distiller
|
|
8/3/15
|
|
|
10.14
|
Rate Schedule-Overflo Warehouse
|
|
8/3/15
|
10.14
|
|
10.15
|
Distribution Agreement Mississippi
|
10-Q
|
Period Ended 6/3/15 -Filed with the SEC 8/21/15
|
10.15
|
|
10.18
|
Agreement with Pasquale DOnofrio
|
10-K
|
Period Ended 12/31/15 Filed with the SEC on 4/14/16
|
10.18
|
|
31.1
|
Certificate Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended
|
|
|
31.1
|
X
|
32.1
|
Certificate Pursuant to 18 U.S.C. Section 1350
|
|
|
32.1
|
X
|
36
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.
|
|
|
|
|
|
|
VODKA BRANDS CORP
|
|
|
|
|
|
|
Date: April 18, 2017
|
By:
|
/s/ Mark T. Lucero
|
|
|
Mark T. Lucero
Chief Executive Officer
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
Date: April 18, 2017
|
By:
|
/s/ Mark T. Lucero
|
|
|
Mark T. Lucero
Chief Executive Officer
|
|
|
37