UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended
December 31, 2018
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______ to ______.
Commission
File Number:
333-199583
|
THE
COFFEESMITHS COLLECTIVE, INC.
|
|
|
(f/k/a
DOCASA, Inc.)
|
|
(Exact
name of registrant as specified in its charter)
Nevada
|
|
47-1405387
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(IRS
Employer
Identification
No.)
|
1901
North Roselle Road, Suite 800
Schaumburg,
Illinois
|
|
60195
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(630) 250-2709
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.001 Par Value
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ]
Yes [X] No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [X] Yes [ ]
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 Exchange Act
during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [ ] Yes [X] No
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]
Yes [X] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer
|
[ ]
|
Accelerated
Filer
|
[ ]
|
Non-Accelerated
Filer
|
[ ]
|
Smaller
Reporting Company
|
[X]
|
|
|
Emerging
Growth Company
|
[ ]
|
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. Yes [ ]
No [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X]
No
On
June 30, 2018, the last business day of the registrant’s most recently completed second quarter, the aggregate market value
of the registrant’s common stock held by non-affiliates of the registrant was $40,010,300, based upon the closing price
on that date of the common stock of the registrant on the OTC Link system of $0.80/share. For purposes of this response, the registrant
has assumed that its directors, executive officers and beneficial owners of 5% or more of its common stock are deemed affiliates
of the registrant.
As
of April 12, 2019, the registrant had 160,012,875 shares of its common stock, $0.001 par value, outstanding. The Company
has 47,087,125 shares of its common stock conditionally issuable.
EXPLANATORY NOTE
The Coffeesmiths Collective, Inc.
(the “Company”) is filing this Current Report on Form 10-K/A (“Amendment No. 1”) to amend its Current
Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2019 (the “Initial Report”), which
had two administrative errors; one on the Statements of Operations and the other on the Statements of Cash Flow.
The information previously reported
in the Initial Report is hereby incorporated by reference into this Amendment No. 1. This Amendment No. 1 is being filed solely
to provide the information required by Item 8. Of Form 10-K and does not amend the Initial Report in any manner other than such
Item 8.
The updates in Amendment No. 1 were
already included elsewhere in the Initial Report but were not appropriately updated on these two pages, as follows:
Statements of Operations –
The foreign currency translation profit (loss) for 2018 was incorrectly reported as $393,465 whereas it should have been $(107,524).
As a consequence of this administrative error, total comprehensive loss was reported as $(2,284,758) whereas it should have been
$(2,785,746).
Statements of Cash Flow –
The non-cash investing and financing activities for the four months ended December 31, 2017 had reported acquisitions –
inventory, acquisitions – prepaid expenses, acquisitions – fixed assets, net, acquisitions – deposits, acquisitions
– accrued expenses, and acquisitions – loans as zero. Each balance has been corrected in Amendment No. 1.
THE
COFFEESMITHS COLLECTIVE, INC.
(f/k/a
DOCASA, Inc.)
and
Subsidiaries
Consolidated
Statements of Operations and Comprehensive Loss
|
|
For
the year
|
|
|
For
the four
|
|
|
For
the year
|
|
|
|
ended
|
|
|
months
ended
|
|
|
ended
|
|
|
|
December
31,
|
|
|
December
31,
|
|
|
August
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Revenue,
net
|
|
$
|
10,049,846
|
|
|
$
|
2,066,111
|
|
|
$
|
4,180,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
costs of revenue
|
|
|
6,794,062
|
|
|
|
1,618,963
|
|
|
|
3,633,591
|
|
Professional
fees
|
|
|
270,416
|
|
|
|
102,533
|
|
|
|
171,181
|
|
Rent
|
|
|
1,488,265
|
|
|
|
252,528
|
|
|
|
463,655
|
|
Depreciation
and amortization
|
|
|
543,036
|
|
|
|
101,817
|
|
|
|
191,025
|
|
Property
taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
10,461
|
|
Other
general and administrative expenses
|
|
|
3,540,439
|
|
|
|
496,071
|
|
|
|
1,091,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(2,586,371
|
)
|
|
|
(505,801
|
)
|
|
|
(1,380,510
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(82,348
|
)
|
|
|
(10,293
|
)
|
|
|
-
|
|
Impairment
expense
|
|
|
(13,582
|
)
|
|
|
-
|
|
|
|
(46,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before provision for income taxes
|
|
|
(2,682,300
|
)
|
|
|
(516,094
|
)
|
|
|
(1,427,076
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
loss before non-controlling interest
|
|
|
(2,682,300
|
)
|
|
|
(516,094
|
)
|
|
|
(1,427,076
|
)
|
Loss
attributable to non-controlling interest
|
|
|
4,077
|
|
|
|
638
|
|
|
|
1,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss attributable to common shareholders
|
|
$
|
(2,678,222
|
)
|
|
$
|
(515,456
|
)
|
|
$
|
(1,425,846
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation profit (loss)
|
|
|
(107,524
|
)
|
|
|
199,814
|
|
|
|
(33,723
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss
|
|
$
|
(2,785,746
|
)
|
|
$
|
(315,642
|
)
|
|
$
|
(1,459,569
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss attributable to common shareholders per share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding
|
|
|
208,288,685
|
|
|
|
207,100,000
|
|
|
|
207,025,000
|
|
See
accompanying notes to consolidated financial statements.
The
Coffeesmiths Collective, Inc.
and
Subsidiaries
Consolidated
Statements of Cash Flows
|
|
For
the Year
|
|
|
For
the Four
|
|
|
For
the Year
|
|
|
|
Ended
|
|
|
Months
Ended
|
|
|
Ended
|
|
|
|
December
31,
|
|
|
December
31,
|
|
|
August
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2017
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss attributable to common shareholders
|
|
$
|
(2,682,302
|
)
|
|
$
|
(516,094
|
)
|
|
$
|
(1,425,846
|
)
|
Adjustments
to reconcile net loss before taxes and non-controlling interest to net cash provided by (used in) operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization expense
|
|
|
543,036
|
|
|
|
101,817
|
|
|
|
190,645
|
|
Other
comprehensive income
|
|
|
(107,524
|
)
|
|
|
199,814
|
|
|
|
(33,723
|
)
|
Impairment
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
46,566
|
|
Bad
debt expense
|
|
|
-
|
|
|
|
-
|
|
|
|
423,680
|
|
Non-controlling
interest gain
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,230
|
)
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(94,243
|
)
|
|
|
216,420
|
|
|
|
(551,695
|
)
|
Other
receivables
|
|
|
-
|
|
|
|
-
|
|
|
|
114,874
|
|
Prepaid
expenses
|
|
|
(21,410
|
)
|
|
|
(261,446
|
)
|
|
|
153,979
|
|
Inventory
|
|
|
(59,235
|
)
|
|
|
1,950
|
|
|
|
(7,154
|
)
|
Prepaid
expenses and other assets
|
|
|
-
|
|
|
|
-
|
|
|
|
(32,678
|
)
|
Other
non-current receivables
|
|
|
8,349
|
|
|
|
(1,840
|
)
|
|
|
-
|
|
Deposits
|
|
|
(235,652
|
)
|
|
|
(2,211
|
)
|
|
|
-
|
|
Accounts
payable
|
|
|
703,561
|
|
|
|
43,261
|
|
|
|
322,133
|
|
Accounts
payable to related parties
|
|
|
10,064
|
|
|
|
(40,867
|
)
|
|
|
-
|
|
Accrued
expenses
|
|
|
(1,621,887
|
)
|
|
|
282,167
|
|
|
|
(35,665
|
)
|
Taxes
payable
|
|
|
140,379
|
|
|
|
(32,079
|
)
|
|
|
78,585
|
|
Deferred
revenue
|
|
|
5,598
|
|
|
|
2,973
|
|
|
|
26,104
|
|
Net
cash used in operating activities
|
|
|
(3,411,266
|
)
|
|
|
(6,135
|
)
|
|
|
(731,424
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
of fixed assets
|
|
|
(1,936,809
|
)
|
|
|
(38,294
|
)
|
|
|
(831,296
|
)
|
Acquisition
of intangible assets
|
|
|
-
|
|
|
|
(4,779
|
)
|
|
|
-
|
|
Investments
|
|
|
-
|
|
|
|
-
|
|
|
|
29
|
|
Cash paid for acquisitions
|
|
|
(2,242,170
|
)
|
|
|
-
|
|
|
|
-
|
|
Cash
acquired from acquisitions
|
|
|
256,550
|
|
|
|
200,582
|
|
|
|
-
|
|
Acquisition of Tapped, net
|
|
|
-
|
|
|
|
(243,937
|
)
|
|
|
-
|
|
Advance
to related party
|
|
|
(511,738
|
)
|
|
|
-
|
|
|
|
-
|
|
Net
cash used in investing activities
|
|
|
(4,434,167
|
)
|
|
|
(86,428
|
)
|
|
|
(831,267
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from (used in) financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from notes payable
|
|
|
-
|
|
|
|
-
|
|
|
|
3,229,558
|
|
Payments
on notes payable to related parties
|
|
|
-
|
|
|
|
(58,667
|
)
|
|
|
-
|
|
Payments
on capital leases
|
|
|
(108,425
|
)
|
|
|
(75,270
|
)
|
|
|
(57,986
|
)
|
Contributions
of capital
|
|
|
-
|
|
|
|
1,289
|
|
|
|
-
|
|
Sale
of preference shares
|
|
|
10,592,782
|
|
|
|
611,769
|
|
|
|
638,037
|
|
Payments
on notes payable
|
|
|
(213,811
|
)
|
|
|
(364,155
|
)
|
|
|
(2,244,654
|
)
|
Net
cash provided by (used in) financing activities
|
|
|
10,269,921
|
|
|
|
114,966
|
|
|
|
1,564,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
2,428,488
|
|
|
|
22,403
|
|
|
|
2,263
|
|
Cash
at beginning of period
|
|
|
115,803
|
|
|
|
93,400
|
|
|
|
91,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at end of period
|
|
$
|
2,540,291
|
|
|
$
|
115,803
|
|
|
$
|
93,400
|
|
The
Coffeesmiths Collective, Inc.
and
Subsidiaries
Consolidated
Statements of Cash Flows
|
|
For
the Year
|
|
|
For
the Four
|
|
|
For
the Year
|
|
|
|
Ended
|
|
|
Months
Ended
|
|
|
Ended
|
|
|
|
December
31,
|
|
|
December
31,
|
|
|
August
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
2017
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
32,138
|
|
|
$
|
10,293
|
|
|
$
|
-
|
|
Cash
paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash
investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
- Goodwill
|
|
$
|
9,372,020
|
|
|
$
|
2,013,119
|
|
|
$
|
-
|
|
Acquisitions
- Accounts receivable, net
|
|
$
|
225,520
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Acquisitions
- Inventory
|
|
$
|
235,651
|
|
|
$
|
(51,411
|
)
|
|
$
|
-
|
|
Acquisitions
- Loan receivable
|
|
$
|
6,130
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Acquisition
- Prepaid expenses
|
|
$
|
135,320
|
|
|
$
|
(95,052
|
)
|
|
$
|
-
|
|
Acquisitions
- Fixed assets, net
|
|
$
|
1,808,465
|
|
|
$
|
(73,3337
|
)
|
|
$
|
-
|
|
Acquisitions
- Intangible assets, net
|
|
$
|
126,209
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Acquisitions
- Deposits
|
|
$
|
79,737
|
|
|
$
|
(119,999
|
)
|
|
$
|
-
|
|
Acquisitions
- Accounts payable
|
|
$
|
539,347
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Acquisitions
- Accrued expenses
|
|
$
|
1,917,994
|
|
|
$
|
195,621
|
|
|
$
|
-
|
|
Acquisitions
- Loans
|
|
$
|
1,437,798
|
|
|
$
|
369,586
|
|
|
$
|
-
|
|
Assets
acquired with capital leases
|
|
$
|
-
|
|
|
$
|
191,761
|
|
|
$
|
-
|
|
Issuance
of common stock for acquisitions
|
|
$
|
1,673,081
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Issuance
of preference shares for acquisitions
|
|
$
|
3,506,434
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Issuance
of preference shares for capital lease
|
|
$
|
-
|
|
|
$
|
1,918,125
|
|
|
$
|
-
|
|
Assets
acquired from capital leases
|
|
$
|
158,645
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Contingent
consideration
|
|
$
|
928,965
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Fixed
asset additions by capital leases
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
357,967
|
|
Payment
of services by third party
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
82,592
|
|
Preference
shares issued for debt
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
605,511
|
|
See
accompanying notes to consolidated financial statements.
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.
April
22, 2019
|
By:
|
/s/
Ashley Lopez
|
|
|
Ashley
Lopez, Principal Executive Officer
|
|
|
|
April
22, 2019
|
By:
|
/s/
Phillip Maritz
|
|
|
Phillip
Maritz, Principal Financial 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.
April
22, 2019
|
By:
|
/s/
Stefan Allesch-Taylor
|
|
|
Stefan
Allesch-Taylor
|
|
|
CBE,
Chairman
|
|
|
|
April
22, 2019
|
By:
|
/s/
Matthew Gill
|
|
|
Matthew
Gill
|
|
|
Director
|
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