Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | COFFEESMITHS COLLECTIVE, INC. | ||
Entity Central Index Key | 0001619055 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | Yes | ||
Entity Reporting Status Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 40,010,300 | ||
Entity Common Stock, Shares Outstanding | 160,012,875 | ||
Trading Symbol | COFE | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Current assets: | |||
Cash | $ 2,540,291 | $ 115,803 | $ 93,400 |
Accounts receivable | 600,163 | 280,402 | 496,822 |
Prepaid expenses | 546,498 | 389,768 | 36,270 |
Inventory | 391,824 | 96,938 | 47,477 |
Total current assets | 4,078,776 | 882,911 | 673,969 |
Fixed assets, net | 5,370,135 | 1,976,072 | 1,672,176 |
Intangible assets, net | 135,270 | 12,556 | 10,134 |
Other receivables | 38,281 | 40,500 | 38,660 |
Investments | 1,289 | ||
Goodwill | 11,385,139 | 2,013,119 | |
Advance to related party | 511,738 | ||
Deposits | 527,588 | 212,199 | 89,989 |
Total assets | 22,046,927 | 5,137,357 | 2,486,217 |
Current liabilities: | |||
Notes payable, current portion | 482,417 | 172,375 | 139,419 |
Accounts payable | 2,008,854 | 892,903 | 849,642 |
Accrued expenses | 848,838 | 459,360 | 59,561 |
Accounts payable to related parties | 64,410 | 54,346 | 95,213 |
Taxes payable | 261,160 | 120,781 | 151,676 |
Deferred consideration for acquisitions, current portion | 928,964 | ||
Capital leases obligations, current portion | 175,005 | 237,874 | 116,146 |
Deferred taxes | 12,062 | ||
Deferred revenue | 41,232 | 35,634 | 32,661 |
Total current liabilities | 4,822,942 | 1,973,273 | 1,444,318 |
Non-current liabilities: | |||
Notes payable, non-current portion | 1,258,306 | 344,361 | 371,886 |
Note payable to related party | 10,787 | 11,412 | 1,040 |
Capital leases obligations, non-current portion | 245,816 | 132,727 | |
Deferred consideration for acquisitions, non-current portion | 191,404 | ||
Other long-term liabilities | 96,328 | 207,003 | |
Total long-term liabilities | 1,802,641 | 488,500 | 579,929 |
Total liabilities | 6,625,583 | 2,461,773 | 2,024,247 |
Commitments and contingencies (Note 9) | |||
Shareholders' deficit: | |||
Common stock, $0.001 par value, 250,000,000 shares authorized, 162,004,875, 160,012,875, and 150,036,000 shares issued and outstanding, at December 31, 2018, December 31, 2017, and August 31, 2017, and 47,146,861, 47,087,125, and 57,064,000 conditionally issuable, at December 31, 2018, December 31, 2017, and August 31, 2017, respectively | 209,092 | 207,100 | 207,100 |
Additional paid-in capital | 2,430,022 | 758,933 | 758,969 |
Accumulated other comprehensive gain | 211,754 | 319,278 | 119,464 |
Accumulated deficit | (5,964,764) | (3,282,461) | (2,766,367) |
Total The Coffeesmiths Collective, Inc. shareholders' deficit | (3,113,896) | (1,997,150) | (1,680,834) |
Non-controlling interest: | |||
Preference shares of DEPT-UK (25,000,000 shares authorized, £1 par value, 14,509,672, 3,575,078 and 1,642,826 shares issued and outstanding as of December 31, 2018, December 31, 2017, and August 31, 2017, respectively) | 17,571,450 | 4,672,734 | 2,142,804 |
Non-controlling interest in Dollop | 963,790 | ||
Total liabilities and shareholders' deficit | 22,046,927 | 5,137,357 | 2,486,217 |
Class A Ordinary Stock [Member] | |||
Shareholders' deficit: | |||
Ordinary shares | |||
Total The Coffeesmiths Collective, Inc. shareholders' deficit | |||
Class B Ordinary Stock [Member] | |||
Shareholders' deficit: | |||
Ordinary shares | |||
Total The Coffeesmiths Collective, Inc. shareholders' deficit |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2018USD ($)$ / shares$ / unitshares | Dec. 31, 2017USD ($)$ / shares$ / unitshares | Aug. 31, 2017USD ($)$ / shares$ / unitshares |
Notes payable related parties | $ | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 162,004,875 | 160,012,875 | 150,036,000 |
Common stock, shares outstanding | 162,004,875 | 160,012,875 | 150,036,000 |
Conditionally issuable | 47,146,861 | 47,087,125 | 57,064,000 |
DEPT-UK [Member] | |||
Preference shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preference shares, par value | $ / shares | $ 1 | $ 1 | $ 1 |
Preference shares, shares issued | 14,509,672 | 3,575,078 | 1,642,826 |
Preference shares, shares outstanding | 14,509,672 | 3,575,078 | 1,642,826 |
Class A Ordinary Stock [Member] | |||
Ordinary shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Ordinary shares, par value | $ / unit | 1 | 1 | 1 |
Class B Ordinary Stock [Member] | |||
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Ordinary shares, par value | $ / unit | 1 | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue, net | $ 2,066,111 | $ 10,049,846 | $ 4,180,483 |
Operating expenses | |||
Direct costs of revenue | 1,618,963 | 6,794,062 | 3,633,591 |
Professional fees | 102,533 | 270,416 | 171,181 |
Rent | 252,528 | 1,488,265 | 463,655 |
Depreciation and amortization | 101,817 | 543,036 | 191,025 |
Property taxes | 10,461 | ||
Other general and administrative expenses | 496,071 | 3,540,439 | 1,091,080 |
Operating loss | (505,801) | (2,586,371) | (1,380,510) |
Other income (expense) | |||
Interest expense | (10,293) | (82,348) | |
Impairment expense | (13,582) | (46,566) | |
Loss before provision for income taxes | (516,094) | (2,682,300) | (1,427,076) |
Provision for income tax | |||
Net loss before non-controlling interest | (516,094) | (2,682,300) | (1,427,076) |
Loss attributable to non-controlling interest | 638 | 4,077 | 1,230 |
Net loss attributable to common shareholders | (515,456) | (2,678,222) | (1,425,846) |
Foreign currency translation profit (loss) | 199,814 | 393,465 | (33,723) |
Total comprehensive loss | $ (315,642) | $ (2,284,758) | $ (1,459,569) |
Net loss attributable to common shareholders per share | $ 0 | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding | 207,100,000 | 208,288,685 | 207,025,000 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit - USD ($) | Class A Ordinary Stock [Member] | Class B Ordinary Stock [Member] | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Accumulated Deficit [Member] | Total |
Balance at Aug. 31, 2016 | $ 389,730 | $ 153,187 | $ (1,340,521) | $ 550,063 | |||||
Balance, shares at Aug. 31, 2016 | 243,800 | ||||||||
Recapitalization merger | $ (243,800) | $ 146,800 | $ 60,000 | 376,677 | 1,154,127 | 207 | |||
Recapitalization merger, shares | (389,730) | 146,800,000 | 60,000,000 | ||||||
Issuance of common stock | $ 2,936 | $ (2,936) | |||||||
Issuance of common stock, shares | 2,936,000 | (2,936,000) | |||||||
Issuance of common stock | $ 300 | 299,700 | $ 300,000 | ||||||
Issuance of common stock, shares | 300,000 | ||||||||
Other comprehensive loss | (33,723) | (33,723) | |||||||
Issuance of preference shares | 996,203 | 996,203 | |||||||
Return of preferred shares | (6,296) | (6,296) | |||||||
Contributions | 85,292 | 85,292 | |||||||
Net loss for the period | (1,230) | (1,425,846) | (1,427,076) | ||||||
Balance at Aug. 31, 2017 | $ 150,036 | $ 57,064 | 758,969 | 119,464 | 2,142,804 | (2,766,367) | (1,680,834) | ||
Balance, shares at Aug. 31, 2017 | 150,036,000 | 57,064,000 | |||||||
Other comprehensive loss | (36) | 199,814 | 199,778 | ||||||
Issuance of preference shares | 2,529,930 | 2,529,930 | |||||||
Issuance of preference shares for acquisition | $ 1,547 | $ (1,547) | |||||||
Issuance of preference shares for acquisition, shares | 1,546,875 | (1,546,875) | |||||||
Issuance of shares | $ 8,430 | $ (8,430) | |||||||
Issuance of shares, shares | 8,430,000 | (8,430,000) | |||||||
Investment in Tapped | |||||||||
Net loss for the period | (516,094) | (516,094) | |||||||
Balance at Dec. 31, 2017 | $ 160,013 | $ 47,087 | 758,933 | 319,278 | 4,672,734 | (3,282,461) | (1,997,150) | ||
Balance, shares at Dec. 31, 2017 | 160,012,875 | 47,087,125 | |||||||
Other comprehensive loss | (107,524) | (107,524) | |||||||
Issuance of preference shares | 10,592,782 | 10,592,782 | |||||||
Contributions | 4,077 | ||||||||
Issuance of shares for acquisition | 3,506,434 | 3,506,434 | |||||||
Recognition of Dollop non-controlling interest on acquisition | (236,710) | (236,710) | |||||||
Common stock issued for acquisition | $ 1,992 | 1,671,089 | 1,673,081 | ||||||
Common stock issued for acquisition, shares | 1,992,000 | ||||||||
Net loss for the period | (2,682,303) | (2,682,300) | |||||||
Balance at Dec. 31, 2018 | $ 62,005 | $ 47,087 | $ 2,430,022 | $ 211,754 | $ 18,535,240 | $ (5,964,764) | $ (3,113,896) | ||
Balance, shares at Dec. 31, 2018 | 62,004,875 | 47,087,125 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss attributable to common shareholders | $ (515,456) | $ (2,678,222) | $ (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 | 101,817 | 543,036 | 190,645 |
Other comprehensive income | 199,814 | (107,524) | (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 | 216,420 | (94,243) | (551,695) |
Other receivables | 114,874 | ||
Prepaid expenses | (261,446) | (21,410) | 153,979 |
Inventory | 1,950 | (59,235) | (7,154) |
Prepaid expenses and other assets | (32,678) | ||
Other non-current receivables | (1,840) | 8,349 | |
Deposits | (2,211) | (235,652) | |
Accounts payable | 43,261 | 703,561 | 322,133 |
Accounts payable to related parties | (40,867) | 10,064 | |
Accrued expenses | 282,167 | (1,621,887) | (35,665) |
Taxes payable | (32,079) | 140,379 | 78,585 |
Deferred revenue | 2,973 | 5,598 | 26,104 |
Net cash used in operating activities | (6,135) | (3,411,266) | (731,424) |
Cash flows used in investing activities: | |||
Acquisition of fixed assets | (38,294) | (1,936,809) | (831,296) |
Acquisition of intangible assets | (4,779) | ||
Investments | 29 | ||
Cash paid for acquisitions | (2,242,170) | ||
Cash acquired from acquisitions | 200,582 | 256,550 | |
Acquisition of Tapped, net | (243,937) | ||
Advance to related party | (511,738) | ||
Net cash used in investing activities | (86,428) | (4,434,167) | (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 | (75,270) | (108,425) | (57,986) |
Contributions of capital | 1,289 | ||
Sale of preference shares | 611,769 | 10,592,782 | 638,037 |
Payments on notes payable | (364,155) | (213,811) | (2,244,654) |
Net cash provided by (used in) financing activities | 114,966 | 10,269,921 | 1,564,955 |
Net increase (decrease) in cash | 22,403 | 2,428,488 | 2,263 |
Cash at beginning of period | 93,400 | 115,803 | 91,137 |
Cash at end of period | 115,803 | 2,540,291 | 93,400 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 10,293 | 32,138 | |
Cash paid for taxes | 606 | ||
Non-cash investing and financing activities: | |||
Acquisitions - Goodwill | 2,013,119 | 9,372,020 | |
Acquisitions - Accounts receivable, net | 225,520 | ||
Acquisitions - Inventory | 235,651 | ||
Acquisitions - Loan receivable | 6,130 | ||
Acquisition - Prepaid expenses | 135,320 | ||
Acquisitions - Fixed assets, net | 1,808,465 | ||
Acquisitions - Intangible assets, net | 126,209 | ||
Acquisitions - Deposits | 79,737 | ||
Acquisitions - Accounts payable | 539,347 | ||
Acquisitions - Accrued expenses | 1,917,994 | ||
Acquisitions - Loans | 1,437,798 | ||
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 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Coffeesmiths Collective, Inc., formerly known as DOCASA, Inc. (hereinafter the “Company,” “we,” “us,” “our,” or “Coffeesmiths Collective”) was incorporated in the State of Nevada on July 22, 2014, under the name of FWF Holdings, Inc. The Company changed its name on August 4, 2016. The Company was originally engaged in the business of commercial production and distribution of hot sauce (see Note 3). On August 4, 2016, the Company changed its year end from July 31 to August 31. On July 8, 2016, the Company experienced a change in control. Atlantik LP (“Atlantik”), a related party, acquired a majority of the issued and outstanding common stock of the Company in accordance with a stock purchase agreement by and between Atlantik and Nami Shams (the “Seller”). On the closing date, July 8, 2016, pursuant to the terms of the stock purchase agreement, Atlantik purchased from the Seller 115,000,000 shares of the Company’s outstanding restricted common stock for $200,000, representing 76.1% of the Company’s outstanding common stock at that time. On September 1, 2016, the Company acquired 99.8% of the voting stock of the Department of Coffee and Social Affairs Limited, a United Kingdom corporation (the “DEPT-UK”), and the Company agreed to issue DEPT-UK’s majority shareholder 170,000,000 shares of the Company’s common stock—110,000,000 shares initially and 60,000,000 shares at a time determined by the Company’s Board of Directors but no later than August 31, 2017, which deadline was subsequently extended to August 31, 2019. Also, on September 1, 2016, the Company acquired 115,000,000 shares of the Company’s common stock from Atlantik in exchange for issuing Atlantik a promissory note for $320,000, which shares were then cancelled, and which note has since been paid in full. As a result of the acquisition and the issuance of the initial 110,000,000 shares of common stock, and the cancellation of the 115,000,000 Atlantik shares, DEPT-UK is now the majority-owned subsidiary of the Company, and the Company experienced a change of control. DEPT-UK formed a wholly-owned subsidiary, Department of Coffee and Internal Affairs Limited (“DCIA”), on September 11, 2014, as filed with the Registrar of Companies for England and Wales. As of December 31, 2018, DCIA has had no operations or activity. On April 5, 2017, the Company formed Department of Coffee and Social Affairs IL, Inc. (“DEPT-IL”), an Illinois corporation. On May 18, 2017, the Company formed Department of Coffee and Social Affairs White Space Limited (“DEPT-UKWS”), as filed with the Registrar of Companies for England and Wales. DEPT-UKWS is a subsidiary of DEPT-UK. As of December 31, 2018, DEPT-UKWS has had no operations or activity. For financial reporting purposes, the acquisition of DEPT-UK and the change of control in connection with acquisition represented a “reverse merger” rather than a business combination, and DEPT-UK is deemed to be the accounting acquirer in the transaction. For the periods subsequent to August 31, 2016, the acquisition is being accounted for as a reverse-merger and recapitalization. DEPT-UK is the acquirer for financial reporting purposes, and the Company (DOCASA, Inc., f/k/a FWF Holdings, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of DEPT-UK and have been recorded at the historical cost basis of DEPT-UK, and the financial statements after completion of the acquisition include the assets and liabilities of both the Company and DEPT-UK, and the historical operations of DEPT-UK prior to closing and operations of both companies from the closing of the acquisition. On November 1, 2017, DEPT-UK acquired Tapped and Packed Ltd (“Tapped”), a UK company, for a combination of cash and shares of common stock of the Company. See Note 2. Tapped became a subsidiary of DEPT-UK as a result of the transaction. Tapped has four shop locations in the UK which serve coffee and food. On February 23, 2018, the Board of Directors determined to change the Company’s fiscal year end to December 31 from August 31. The Company believes this change will benefit the Company by aligning its reporting periods to be more consistent with peer coffee companies. On May 23, 2018, DEPT-UK acquired Bea’s of Bloomsbury Limited (“Bea’s”), a UK company, for shares of common stock of the Company. See Note 2. Bea’s became a subsidiary of DEPT-UK as a result of the transaction. Bea’s has five shop locations in the UK which serves coffee and food. Effective October 29, 2018, majority of the shareholders of the Company approved the following changes to the Company’s Articles of Incorporation: On October 29, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “DOCASA, Inc.” to “The Coffeesmiths Collective, Inc.” The purpose of the name change will help further our brand identity and will reflect the major focus of our business operations as a specialty coffee company. The filing of the name change with the state of Nevada was completed and effected as of October 29, 2018. The Company filed with FINRA for a name change and symbol change on November 1, 2018. On December 4, 2018, both changes were approved. On November 15, 2018, DEPT-UK executed a Share Purchase Agreement with Thomas Acland, David Downie, William Vernon, Kate Elizabeth Acland, and Martyn Ward for the acquisition of Coffee Global Limited (a/k/a Cafe2u (“Cafe2u”). Cafe2u became a subsidiary of DEPT-UK as a result of the transaction. Cafe2u is a franchised mobile coffee van and has 85 vans in the UK all operating under a master franchise agreement. On December 1, 2018, Coffeesmiths Collective executed a Capital Contribution Agreement with Paul Leisen, Joan Lundgren, John Sweeney, Jacob Muller and Travis Schaffner for the acquisition of Dollop Coffee, LLC (“Dollop”). Dollop became a subsidiary of Coffeesmiths Collective as a result of the transaction. Dollop has coffee cafes and provides roasting and distribution and has 16 locations in Chicago, Illinois. On December 1, 2018, DEPT-UK executed a Share Purchase Agreement with Silverstream Investments Ltd. for the acquisition of The Roastery Department Ltd. (“The Roastery”). The Roastery became a subsidiary of DEPT-UK as a result of the transaction. The Roastery is a roastery and has one location in the UK. On various dates, DEPT-UK executed various share purchase agreements and asset purchase agreements with various third parties for coffee shops, roastery, bakery and assets, as applicable. The acquired entities became subsidiaries of DEPT-UK. The acquired assets were incorporated into the operations of DEPT-UK. These acquisitions, in aggregate, were for $783,869 in cash and deferred cash payments of $594,692. Nature of Operations We are in the specialty coffee industry, specifically with company-operated stores. The Company generates revenue through sales at forty-six company-operated stores in the UK and the US. Similar to other leading operators, we sell our proprietary coffee and related products, and complementary food and snacks. Principles of Consolidation The consolidated financial statements include the accounts of Coffeesmiths Collectives and its subsidiaries, DEPT-UK, DCIA, DEPT-IL and DEPT-UK’s subsidiaries, Tapped, Bea’s, Cafe2u, The Roastery, Dept. Cold Brew and others. All significant inter-company balances and transactions have been eliminated in consolidation. 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 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has no cash in excess of FDIC limits in the US and Financial Services Compensation Scheme in the UK. Accounts Receivable Accounts receivable consisted of amounts due from customers primarily for management fees. The Company considered accounts more than 30 days old to be past due. The Company used the allowance method for recognizing bad debts. When an account was deemed uncollectible, it was written off against the allowance. The Company generally does not require collateral for its accounts receivable. Management has recorded an allowance for doubtful accounts as of December 31, 2018 of $45,002 and, as December 31, 2017, and August 31, 2017, no allowance for doubtful accounts was recorded. Inventory Inventory is recorded at the lower of cost or market and the cost of sales are recorded utilizing the first in first out (“FIFO”) method. Fixed Assets Property and equipment are recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of five years for all assets, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred. Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be 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 undiscounted 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. Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. We have adopted this update. We do not believe this guidance will impact the recognition of our primary source of revenue from company-owned coffee shops. The adoption of this guidance did not have a material impact on our consolidated financial statements. Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. Advertising Advertising is expensed as incurred and is included in other general and administrative expenses on the accompanying condensed consolidated statement of operations. For the year ended December 31, 2018, the four months ended December 31, 2017, and the year ended August 31, 2017, advertising expense was $54,087, $12,548, and $39,628, respectively. Income Taxes The Company adopted the provisions of ASC 740, “Income Taxes.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2018, tax years 2014 - 2018 remain open for IRS audit and tax years 2015–2018 remain open for HM Revenue & Customs (“HMRC”) audit. The Company has received no notice of audit from the IRS or HMRC for any of the open tax years. Net Earnings (Loss) Per Share In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common stock shares outstanding during the period. The Company does not currently have any potential dilutive securities outstanding as of December 31, 2018, December 31, 2017, and August 31, 2017. Foreign Currency Translation and Transactions The British Pound (“£”) is the functional currency of DEPT-UK and the UK operations whereas the financial statements are reported in United States Dollar (“USD,” “$”). Assets and liabilities are translated based on the exchange rates at the condensed consolidated balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of shareholders’ equity and other comprehensive loss. Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss on foreign currency translation adjustments affecting shareholders’ equity that, under U.S. GAAP, are excluded from net loss. As of December 31, 2018, the exchange rate between U.S. Dollars and British Pounds was US$1.28 = £1.00, and the weighted average exchange rate for the year ended December 31, 2018 was US$1.31 = £1.00. As of December 31, 2017, the exchange rate between U.S. Dollars and British Pounds was US$1.35 = £1.00, and the weighted average exchange rate for the four months ended December 31, 2017 was US$1.32 = £1.00. As of August 31, 2017, the exchange rate between U.S. Dollars and British Pounds was US$1.29 = £1.00, and the weighted average exchange rate for the year ended August 31, 2017 was US$1.31 = £1.00. For the acquisitions described herein, the weighted average exchange rates varied by each acquisition based on the date of acquisition exchange rate. Going Concern The Company had net loss attributable to common shareholders for the year ended December 31, 2018 of $2,678,222 and a working capital deficit as of December 31, 2018 of $744,166, and has cash used in operations of $3,411,266 for the year ended December 31, 2018. In addition, as of December 31, 2018, the Company had a stockholders’ deficit and accumulated deficit of $3,113,918 and $5,964,764, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. Effect of Recent Accounting Pronouncements The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these financial statements. The accounting pronouncements and updates issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does believe that some of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2018 through the date these financial statements were issued. In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company expects the ASU to have a material effect on the Company’s results of operations and financial position, and the ASU will have no effect on cash flows. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 2 – ACQUISITIONS Acquisition of Tapped and Packed Ltd On November 1, 2017, DEPT-UK entered into an acquisition agreement (the “Tapped Acquisition Agreement”) with Tapped and Packed Ltd (“Tapped”), a United Kingdom corporation. Richard Lilley, an individual (“Lilley”), was the owner of record of 100 capital shares of Tapped. Pursuant to the Tapped Acquisition Agreement, Tapped stock was transferred to DEPT-UK on November 1, 2017, in consideration of £175,000 and 1,546,875 shares of common stock of the Company. The £175,000 was paid in October 2017 as a prepayment to the completion date of November 1, 2017. Stefan Allesch-Taylor (“Allesch-Taylor”), Chairman of the Company, utilized his personally owned shares of common stock of the Company, and assigned the 1,546,875 shares (the “Allesch-Taylor Shares”) from his ownership to Lilley. In exchange for the use of the Allesch-Taylor Shares, which were provisionally valued at $1,918,125, the Board of Directors issued Allesch-Taylor 1,325,000 Preference Shares of DEPT-UK. The Provisional Share Compensation Value was determined by the previous day’s closing price of $1.24 per share. The Company’s common stock is thinly-traded and an insignificant amount of stock traded has historically caused significant fluctuations in the price per share of the Company’s common stock. The Allesch-Taylor Shares of common stock were assigned to Lilley on or about October 19, 2017 and were released in accordance to the agreement. See Notes 1, 7 and 8. Also in connection with the Tapped Acquisition Agreement, Gill and Lopez were appointed to serve on Tapped’s Board of Directors. The following table summarizes the consideration given for DEPT-UK and the fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 237,877 Common stock shares given 1,918,125 Total consideration given $ 2,156,002 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 200,582 Prepaid expense 92,052 Inventory 51,411 Fixed assets, net 73,337 Deposits 119,999 Accrued expenses (192,645 ) Short-term note payable (200,804 ) Deferred taxes (1,184 ) Total identifiable net liabilities 142,748 Goodwill 2,013,254 Total consideration $ 2,156,002 The revenue and net loss for Tapped, as reflected in the consolidated statement of operations, for the year ended December 31, 2018, to reflect the current period, was $1,813,980 and $78,765, respectively, and for the four months ended December 31, 2017 and the year ended August 31, 2017, the financial statements were unavailable. Acquisition of Bea’s of Bloomsbury Limited On May 23, 2018, DEPT-UK entered into an acquisition agreement (the “Bea’s Acquisition Agreement”) with Bea’s, a United Kingdom corporation. Pursuant to the Bea’s Acquisition Agreement, Bea’s stock was transferred to DEPT-UK on May 23, 2018, in consideration of 1,933,239 shares of common stock of the Company. The Company’s common stock was valued at $0.84 therefore the Company recorded the value of $1,623,921. Management recorded a provisional goodwill, as of December 31, 2018, of $1,698,321, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1, 7 and 8. The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Common stock shares given $ 1,623,921 Total consideration given $ 1,623,921 Fair value of identifiable assets acquired, and liabilities assumed: Prepaid expense $ 86,764 Inventory 36,311 Fixed assets, net 315,558 Deposits 54,357 Accounts payable (250,365 ) Accrued expenses (271,096 ) Short-term note payable (45,931 ) Total identifiable net liabilities (74,400 ) Goodwill 1,698,321 Total consideration $ 1,623,921 The revenue and loss for Bea’s, as reflected in the consolidated statement of operations, for the year ended December 31, 2018, to reflect the current period, was $1,327,064 and $575,064, respectively, and for the four months ended December 31, 2017 and the year ended August 31, 2017, the financial statements were unavailable. Acquisition of Coffee Global Limited On November 15, 2018, DEPT-UK entered into a share purchase agreement for the acquisition of Coffee Global Limited (a/k/a Cafe2u, the “Coffee Global Acquisition Agreement”) with Thomas Acland, David Downie, William Vernon, Kate Elizabeth Acland, and Martyn Ward. Pursuant to the Coffee Global Acquisition Agreement, Cafe2u’s stock was transferred to DEPT-UK on November 15, 2018, in consideration of £825,000 ($997,350), to be paid in two installments; 1) £357,000 ($458,299) at the execution of the agreement, 2) additional consideration (in such sum as to be determined pursuant to the determination of the Completion Accounts in accordance with the provision of the Share Purchase Agreement) to be paid 50% by shares (340,997) in the Company and 50% in cash up to the maximum total additional consideration sum of £468,000 ($545,594). Management has calculated provisional goodwill of $1,192,169, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1 and 7. The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 458,299 Deferred loan 545,594 Total consideration given $ 1,003,893 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,867 Accounts receivable 39,829 Inventory 12,461 Prepaid expenses 12,615 Fixed assets, net 14,313 Accrued expenses (269,315 ) Taxes payable (46 ) Total identifiable net liabilities (188,276 ) Goodwill 1,192,169 Total consideration $ 1,003,893 The revenue and income for Cafe2u, as reflected in the consolidated statement of operations, for the years ended December 31, 2018, to reflect the current period, was $439,494 and $35,532, respectively, and for the four months ended December 31, 2017 and the year ended August 31, 2017, the financial statements were unavailable. Acquisition of The Roastery Department Ltd. On December 1, 2018, DEPT-UK executed a Share Purchase Agreement (“The Roastery Acquisition Agreement”) with Silverstream Investments Ltd. for the acquisition of The Roastery Department Ltd. (“The Roastery”). The Roastery Acquisition Agreement provided Silverstream with preference shares of DEPT-UK in the amount of £2,750,000 ($3,506,433), which at closing was satisfied by the issuance of 2,750,000 shares. The Roastery became a subsidiary of DEPT-UK as a result of the transaction. The Roastery is a specialty coffee roaster and has one location in the UK. Management has calculated provisional goodwill of $3,771,803, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1 and 7. The following table summarizes the consideration given by the Company and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Shares given $ 3,506,433 Total consideration given $ 3,506,433 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 30,497 Accounts receivable 122,100 Prepaid expenses (337 ) Fixed assets, net 117,137 Accounts payable (51,404 ) Accrued expenses (580,665 ) Taxes payable 97,302 Total identifiable net liabilities (265,370 ) Goodwill 3,771,803 Total consideration $ 3,506,433 The revenue and loss for The Roastery, as reflected in the consolidated statement of operations, for the year ended December 31, 2018, to reflect the current period, was $34,227 and $24,270, respectively. Acquisition of Dollop Coffee, LLC On December 1, 2018, the Company entered into a Capital Contribution Agreement (the “Dollop Acquisition Agreement”) with Paul Leisen, Joan Lundgren, John Sweeney, Jacob Muller and Travis Schaffner to acquire 51% of the membership interest of Dollop. Additionally, the Company issued shares of common stock of the Company with a fair market value of $50,000, or 62,500 shares, to Dollop Brand, LLC. As of December 31, 2018, these shares were not issued and recorded as issuable. Management has calculated provisional goodwill of $1,296,372, which is attributable to common synergies, the workforce, and may be adjusted based on management’s final determination of the fair value of the assets and liabilities acquired. See Notes 1 and 7. The following table summarizes the consideration given by the Company and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 1,000,000 Shares given 50,000 Total consideration given $ 1,050,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 91,841 Accounts receivable 51,768 Inventory 172,368 Loan receivable 6,130 Prepaid expenses 30,951 Fixed assets, net 1,156,486 Accounts payable (213,974 ) Accrued expenses (251,372 ) Taxes payable (89,481 ) Loans payable, current portion (133,810 ) Loans payable, non-current portion (1,303,988 ) Total identifiable net liabilities (483,082 ) Percentage of company acquired 51 % Total identifiable net liabilities acquired (246,372 ) Goodwill 1,296,372 Total consideration $ 1,050,000 The revenue and loss for Dollop, as reflected in the consolidated statement of operations, for the year ended December 31, 2018 was $796,453 and $138,870. The December 31, 2017 financials are not available at this time. Other Acquisitions During the year ended December 31, 2018, the Company executed six purchase agreements and asset purchase agreements with various third parties to acquire in the aggregate five other coffee shops and one roastery (“Other Acquisitions”). The acquired businesses became subsidiaries of the Company. The acquired assets were incorporated into the operations of DEPT-UK. These acquisitions, in the aggregate, were for $660,404 in cash and deferred cash payments of $594,692. See Note 1 and 7. Consideration given: Cash given $ 783,869 Deferred consideration 594,692 Total consideration given $ 1,255,096 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 112,252 Accounts receivable, net 11,823 Inventory 14,519 Prepaid expenses 5,338 Fixed assets, net 230,360 Deposits 34,854 Accounts payable (23,627 ) Accrued expenses (253,034 ) Taxes payable (39,399 ) Loans (31,651 ) Deferred taxes (11,942 ) Other long-term liabilities (1,249 ) Total identifiable net assets (158,124 ) Goodwill 1,413,220 Total consideration $ 1,255,096 Pro-Forma Financial Information The following unaudited pro-forma data summarizes the result of the operations for the year ended December 31, 2018 and 2017, as if the acquisition of Bea’s, Cafe2u, The Roastery, Dollop and the Other Acquisitions had been completed on January 1, 2017. The pro-forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2017. The Company used the year ended December 31, 2017 to reflect its new fiscal year. For the Year Ended December 31, 2018 Coffeesmiths Other Pro-forma Collective Tapped Bea’s Cafe2u Roastery Dollop Acquisitions Adjustments Totals Revenue, net $ 6,014,245 $ 1,810,171 $ 2,004,068 $ 1,703,889 $ 654,780 $ 10,515,437 $ 1,806,903 $ - $ 24,509,493 Operating expenses 7,617,992 1,887,572 2,801,588 1,937,149 830,405 10,920,579 1,912,732 - 27,908,017 Loss from operations (1,603,747 ) (77,401 ) (797,520 ) (233,260 ) (175,625 ) (405,142 ) (105,829 ) - (3,398,524 ) Other income (expense) (70,996 ) (1,199 ) - - - - - - (72,195 ) Loss before income taxes (1,674,743 ) (78,600 ) (797,520 ) (233,260 ) (175,625 ) (405,142 ) (105,829 ) - (3,470,719 ) Net loss attributable to common shareholders $ (1,674,743 ) $ (78,600 ) $ (797,520 ) $ (233,260 ) $ (175,625 ) $ (405,142 ) $ (105,829 ) $ - $ (3,470,719 ) Net loss per common share - basic $ (0.01 ) $ (0.02 ) Weighted average number of common shares outstanding during the period - basic 208,288,685 208,288,685 For the Year Ended December 31, 2017 Coffeesmiths Other Pro-forma Collective Tapped Bea’s Cafe2u Roastery Dollop Acquisitions Adjustments Totals Revenue, net $ 4,778,866 $ 2,208,971 $ 2,471,550 $ 3,206,101 $ 529,559 $ 10,515,437 $ 2,182,833 $ - $ 25,893,317 Operating expenses 5,852,095 2,058,828 2,885,938 3,180,131 783,134 10,920,579 2,129,158 - 27,809,862 Loss from operations (1,073,229 ) 150,143 (414,388 ) 25,970 (253,575 ) (405,142 ) 53,675 - (1,916,545 ) Other income (expense) (410 ) (873 ) - - - - - - (1,284 ) Loss before income taxes (1,073,639 ) 149,270 (414,388 ) 25,970 (253,575 ) (405,142 ) 53,675 - (1,917,829 ) Net loss attributable to common shareholders $ (1,073,639 ) $ 149,270 $ (414,388 ) $ 25,970 $ (253,575 ) $ (405,142 ) $ 53,675 $ - $ (1,917,829 ) Net loss per common share - basic $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic 207,100,000 207,100,000 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 3 – INVENTORY The Company has inventory of various items used for the sale of coffee and complementary products. As of December 31, 2018, December 31, 2017 and August 31, 2017, the Company had inventory of $391,824, $96,938 and $47,477, respectively. The Company accounts for its inventory using the lower of cost or market and the cost of sales are recorded utilizing the first in first out (“FIFO”) method. The inventory is as follows: December 31, December 31, August 31, 2018 2017 2017 Consumable products $ 73,758 $ 39,775 $ 17,894 Cold brew 9,687 - - Retail products 34,333 18,030 24,117 Food and drinks 274,046 39,133 5,466 Total inventory $ 391,824 $ 96,938 $ 47,477 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 4 – FIXED ASSETS The Company has fixed assets including computer equipment, office equipment, site equipment and machinery, site fit out costs, site furniture, fixtures and fittings, as reflected in the table below: December 31, December 31, August 31, 2018 2017 2017 Computer equipment $ 81,783 $ 88,484 $ 62,038 Motor vehicles 63,481 - - Office equipment 37,307 22,599 22,526 Site furniture, fixtures and fittings 797,509 454,070 366,661 Leasehold improvements 4,957,158 1,808,104 1,606,067 Site equipment and machinery 730,172 499,831 236,972 Subtotal 6,667,410 2,873,088 2,294,264 Less: Accumulated depreciation (1,297,274 ) (897,016 ) (622,088 ) Fixed assets, net $ 5,370,137 $ 1,976,072 $ 1,672,176 The depreciation expense for the year ended December 31, 2018, the four months ended December 31, 2017, and the year ended August 31, 2017, was $539,539, $99,460, and $183,374, respectively. The variance between the expense and the increase in accumulated depreciation is due to timing of the currency translation calculation. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 5 – INTANGIBLE ASSETS Website Development The Company has intangible assets related to website development. The amortization of the intangible assets is over a three-year period. The amortization expense for the year ended December 31, 2018, the four months ended December 31, 2017, and the year ended August 31, 2017, was $3,497, $2,357, and $7,271, respectively. The variance between the expense and the increase in accumulated amortization is due to timing of the currency translation calculation. The future estimated amortization expense is as follows: 2019 $ 7,603 2020 $ - 2021 $ - 2022 $ - 2023 $ - Future $ - Total $ - Goodwill The Company has goodwill related to the various acquisitions. The Company has not determined the deductibility of goodwill for tax purposes. As of December 31, 2018, the Company has $11,227,064 of goodwill, as allocated below: Balance, August 31, 2017 $ - Acquisitions 2,013,254 Balance, December 31, 2017 2,013,254 Acquisitions 9,371,885 Balance, December 31, 2018 $ 11,385,139 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 – NOTES PAYABLE The Company has notes payable as of December 31, 2018, December 31, 2017, and August 31, 2017, are as follows: December 31, 2018 December 31, 2017 August 31, 2017 Accrued Accrued Accrued Principal Interest Total Principal Interest Total Principal Interest Total Arch Investments $ 2,194 $ - $ 2,194 $ 2,194 $ - $ 2,194 $ 2,194 $ - $ 2,194 Arch Investments 5,067 - 5,067 5,067 - 5,067 5,067 - 5,067 Arch Investments 5,065 - 5,065 5,065 - 5,065 5,065 - 5,065 Arch Investments 15,873 - 15,873 15,873 - 15,873 15,873 - 15,873 Arch Investments 4,349 - 4,349 4,349 - 4,349 4,349 - 4,349 HSBC 262,158 13,343 275,501 391,898 4,852 396,750 409,718 - 409,718 HSBC 65,159 3,063 68,222 92,281 9,482 101,763 - - - Deij Capital Limited (1) 10,786 - 10,786 11,417 - 11,417 70,079 - 70,079 Chase SBA 191,667 - 191,667 - - - - - - Chase 614,702 - 614,702 - - - - - - Pinnacle 81,385 - 81,385 - - - - - - Schaffner 398,210 - 398,210 - - - - - - Coffee Global Loan (8,724 ) - (8,724 ) - - - - - - BSD LLC Loan 226 - 226 - - - - - - Citibank LOC 65,589 - 65,589 - - - - - - HSBC 15,160 - 15,160 - - - - - - HP Loan 22,644 - 22,644 - - - - - - Total $ 1,751,510 $ 16,406 $ 1,767,916 $ 528,144 $ 14,334 $ 542,478 $ 512,345 $ - $ 512,345 (1) Related party On July 1, 2014, DEPT-UK entered into a business loan with Deij Capital Limited (“Deij Capital”), a related party in which Gill is the director and owner. The loan is for 3 years, with an interest rate of 0%. The note has been extended to July 1, 2019. The imputed interest is deemed immaterial as of December 31, 2018. The facility loan was for $171,437 (£100,000) to be drawn down as and when required. On September 30, 2016, Deij Capital converted the balance due of $179,534 (£135,464) into 135,464 shares of Preference Shares. On May 31, 2017, Deij Capital converted of the balance due $63,990 (£51,500) into 51,500 shares of Preference Shares. On October 1, 2018, Deij Capital forgave this business loan (see Note 7). On July 31, 2014, DOCASA executed a promissory note for $2,194 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and is non-interest bearing. The imputed interest is deemed immaterial as of December 31, 2018. As of December 30, 2018, December 31, 2017, and August 31, 2017, the principal was $2,194. This note was acquired by Arch Investments, LLC. On April 30, 2015, DOCASA executed a promissory note for $5,067 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and is non-interest bearing. On July 20, 2016, Arch Investments, LLC acquired this promissory note due to Nami Shams. The imputed interest is deemed immaterial as of December 31, 2018. As of December 31, 2018, December 31, 2017, and August 31, 2017, the principal was $5,067. On July 31, 2015, DOCASA executed a promissory note for $5,065 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and is non-interest bearing. The imputed interest is deemed immaterial as of December 31, 2018. As of December 31, 2018, December 31, 2017, and August 31, 2017, the principal was $5,065. This note was acquired by Arch Investments, LLC. On October 31, 2015, DOCASA executed a promissory note for $15,873 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and is non-interest bearing. The imputed interest is deemed immaterial as of December 31, 2018. As of December 31, 2018, December 31, 2017, and August 31, 2017, the principal was $15,873. This note was acquired by Arch Investments, LLC. On January 31, 2016, DOCASA executed a promissory note for $4,349 with Nami Shams, a former officer and director of the Company. The note has no set term of repayment and is non-interest bearing. The imputed interest is deemed immaterial as of December 31, 2018. As of December 31, 2018, December 31, 2017, and August 31, 2017, the principal was $4,349. This note was acquired by Arch Investments, LLC. On July 28, 2016, DEPT-UK entered into a business loan with HSBC. The loan is a development loan drawn down against development invoices. The loan is for four years, with an interest rate of 4.5% over the Bank of England base rate. The loan repayment is monthly, interest-only payments for the first nine months followed by monthly repayments of principal and interest over the remaining forty-two months. The loan was for $437,992 (£352,500) with an initial $115,767 (£93,178) drawn. The outstanding principal and accrued interest as of December 31, 2018, December 31, 2017, and August 31, 2017, was $264,587 (£249,067), $391,828 (£290,243), and $409,718 (£317,941), respectively. As of December 31, 2018, the current portion was $105,834 and the non-current portion was $211,975. On September 8, 2016, Tapped, prior to being acquired by DEPT-UK, entered into a business loan with HSBC. The loan is for five years, with an interest rate of 5.51%. The loan was for £90,000. The outstanding principal as of December 31, 2018, and 2017, was $23,356 and $68,925, respectively. As of December 31, 2018, the current portion was $129,814 and the non-current portion was $41,826. On July 28, 2017, Dollop, prior to being acquired by the Company, entered into a business loan with Chase SBA. The loan is for ten years, with an interest rate of 6.51%. The loan was for $217,500. The outstanding principal as of December 31, 2018 was $191,666. As of December 31, 2018, the current portion was $29,707 and the non-current portion was $161,960. On August 9, 2018, Dollop, prior to being acquired by the Company, entered into a business loan with Chase. The loan is for five years, with an interest rate of 8.35%. The loan was for $650,000. The outstanding principal as of December 31, 2018 was $614,702. As of December 31, 2018, the current portion was $107,892 and the non-current portion was $506,810. On October 17, 2017, Dollop, prior to being acquired by the Company, entered into a promissory note with Travis Schaffner. The maturity date is January 20, 2026, with an interest rate of 1.83%. The note was for $449,054. The outstanding principal as of December 31, 2018 was $398,210. As of December 31, 2018, the current portion was $60,000 and the non-current portion was $338,210. On February 13, 2018, Dollop, prior to being acquired by the Company, entered into a business loan with Pinnacle Capital Partners. The loan is for five years, with an interest rate of 6%. The loan was for $101,700. The outstanding principal as of December 31, 2018 was $81,385. As of December 31, 2018, the current portion was $26,346 and the non-current portion was $55,039. Maturities of the long-term debt for each of the next five years and thereafter are as follows: Year Ending December 31, 2019 $ 482,417 2020 328,861 2021 281,175 2022 201,374 2023 234,077 Future 223,606 Total $ 1,751,510 |
Related Parties Transactions
Related Parties Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties Transactions | NOTE 7 – RELATED PARTIES TRANSACTIONS For the year ended August 31, 2017, the Company purchased $194,352 (£150,817) of cakes from Dee Light Bakery Limited (“Dee Light”), a company which Gill, the vice chairman of the Company, was a 50% shareholder (until November 2016). For the year ended August 31, 2017, the Company made sales or advances of $530,780 to The Roastery Department Ltd. (“The Roastery Department”) and made purchases from it of £217,418, for the year ended August 31, 2017. As of August 31, 2017, the Company had receivables and payables from The Roastery Department. The period ended August 31, 2017 netted as payables of $1,198,811 (£930,277). Gill, the Company’s vice chairman, and Ashley Lopez (“Lopez”), the Company’s chief executive officer, were both unpaid directors of The Roastery Department until they resigned on December 1, 2016. The Company, when purchasing products from The Roastery Department, was provided a discount due to the strategic relationship between the two parties which provided the Company its purchases at cost. On December 1, 2018, DEPT-UK acquired The Roastery Department (see Note 2). The outstanding balances between the Company and The Roastery Department have been eliminated through intercompany eliminations. As of December 31, 2018, and 2017, and August 31, 2017, the Company owed Allesch-Taylor, the Company’s chairman, payables of $37,698 (£28,777), $39,667 (£29,383), and $41,174 (£31,951), respectively. As of December 31, 2018, and 2017, and August 31, 2017, the Company owed Lopez, the Company’s chief executive officer, payables of $26,430, $14,679, and $893, respectively. As of December 31, 2018, and 2017, and August 31, 2017, the Company owed Deij Capital, a company in which Gill, the deputy chairman of the Company, is the director and owner, notes payable of $0 (£0), $11,413 (£8,454), and $70,079 (£56,454), respectively. On October 1, 2018, Deij Capital forgave this business loan (see Note 6). The Company has an employment agreement with Lopez, our CEO, and did have a consulting agreement with Clearbrook Capital Partners LLP (“Clearbrook”), an entity where Kazi Shahid, our former CFO, was a partner and also served as CFO. Allesch-Taylor is a director of Clearbrook. The agreement with Clearbrook was terminated on March 15, 2017. Mr. Shahid was compensated $67,803 for the year ended August 31, 2017. On December 21, 2018, the Company advanced $511,738 (£401,402) funds to MDG 02 Limited (“MDG”), a company owned by Gill, a director of the Company, in return for an option to purchase 100% of the share capital of MDG for £1. MDG used the proceeds to acquire two coffee shops in the UK. The option expires on December 20, 2038. Gill provided the option to the Company as an informal security for the repayment of the advanced funds. The advance is not formally documented and does not bear or accrued interest. The Company accounts for the option as a financial instrument, with a fair value that is not readily determinable. The above related party transactions are not considered as arm’s length transactions. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 8 – SHAREHOLDERS’ EQUITY Common Stock The Company is authorized to issue up to 250,000,000 shares of common stock. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a shareholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights. On May 23, 2018, the Company issued 1,932,239 shares of common stock to various third parties as compensation for the acquisition of Bea’s (see Notes 1 and 2). On December 1, 2018, the Company recorded 62,500 shares of common stock as issuable in regards to the acquisition of Dollop (see Note 2). As of December 31, 2018, the Company has not granted any stock options and has not recorded any stock-based compensation. Preference Shares and Non-Controlling Interest Non-controlling interest is shown as a component of shareholders’ deficit on the consolidated balance sheets and the share of new loss attributable to non-controlling interest is shown as a component of net loss in the consolidation statements of operations and comprehensive loss. The following schedule discloses the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity: For the Year Ended December 31, 2018 Net loss attributable to The Coffeesmiths Collective, Inc. $ 2,682,300 Decrease in additional paid in capital related to Recognition of Non-Controlling Interest Attributable to Department of Coffee and Social Affairs Ltd. 4,077 Change in net loss attributable to The Coffeesmiths Collective, Inc. and transfers to Non-Controlling Interest $ 2,678,222 The Articles of Association of DEPT-UK, pursuant to the Companies Act 2006, authorized DEPT-UK to issue up to 25,000,000 preference shares, par value £1.00 per share (such subsidiary preference shares referred to herein as “Preference Shares”). Such Preference Shares have no votes and limited distribution rights. Subject to the provisions of the Companies Act 2006, DEPT-UK shall have the right pursuant to Section 687-688 of the Companies Act 2006 to redeem at par the whole or any part of the Preference Shares at any time or times after the date of issue of the said Preference Shares upon giving to the holders not less than three months’ previous notice in writing. The Preference Shares, at the discretion of the Board of Director of DEPT-UK, can be purchased at the value they were issued or can be converted into contributed capital. The Preference Shares are accounted for as non-controlling interest. As of December 31, 2018, December 31, 2017 and August 31, 2017, 14,509,672, 3,575,078 and 1,642,826 shares were outstanding, respectively. Of the outstanding shares, 1,603,460, 1,708,209 and 368,209 were issued to related parties (Stefan Allesch-Taylor and Matthew Gill), as of December 31, 2018, December 31, 2017 and August 31, 2017, respectively. DEPT-UK has a non-controlling interest of 0.2%. For the year ended December 31, 2018, the Company had a non-controlling interest of $4,077. For the four months ended December 31, 2017 and the year ended August 31, 2017, the Company had a non-controlling interest of $638 and $1,230, respectively. On February 28, 2017, 51,500 Preference Shares were issued to Deij Capital in exchange for a debt of $36,500 (£51,500). See Note 7. On December 5, 2017, Borough Capital contributed $25,000 (£18,583) to DEPT-UK, in exchange for 18,583 Preference Shares. On December 14, 2017, Borough Capital contributed $45,000 (£33,488) to the DEPT-UK, in exchange for 33,488 Preference Shares. During the four months ended December 31, 2017, 20,000 Preference Shares were issued for contributions of $26,558 (£20,000) to DEPT-UK. On January 17, 2018, Borough Capital, in regards to an October 2017 contribution of $111,061 to DEPT-UK, converted the liability into 79,563 Preference Shares. On November 1, 2017, DEPT-UK entered into the Tapped Acquisition Agreement with Tapped, a United Kingdom corporation. See Note 2. The dollar amount of Preference Shares, as recorded, were recorded to non-controlling interest as part of consolidation. On December 1, 2018, 2,750,000 Preference Shares were issued for the purchase of The Roastery valued at $3,506,433 (£2,750,000). During the year ended December 31, 2018, 10,934,594 Preference Shares were issued for contributions of $10,592,782 (£8,184,574) to DEPT-UK. Contributions were used to fund working capital, acquisitions and capital expenditures. The Preference Shares are reflected on the consolidated balance sheet as non-controlling interest. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of April 16, 2019, there were no pending or threatened lawsuits. Lease Commitment We lease office space in Schaumburg, Illinois, pursuant to a lease that is monthly. This facility serves as our corporate office. Future minimum lease payments under leases with the various subsidiaries, are as follows: 2019 $ 2,607,092 2020 2,411,427 2021 2,192,946 2022 1,828,417 2023 1,408,960 Future 3,505,437 Total $ 13,954,279 Note: The above table will change in each future filing due to currency translation as applicable. The Company has 29 leases in the UK, of which one is for the administrative office, a central kitchen, two roasteries and 24 storefronts. We have 20 leases in the United States, 19 storefronts and one roastery. Various leases have break out dates prior to expiration. Rent expense for the year ended December 31, 2018, the four months ended December 31, 2017, and the year ended August 31, 2017, was $1,488,265, $252,528, and $463,655, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 10 – CONCENTRATIONS Concentration of Credit Risk Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments. The Company places its temporary cash investments with financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) for the United States and the Financial Services Compensation Scheme (“FSCS”) for the United Kingdom. No amounts exceeded federally insured limits as of December 31, 2018. There have been no losses in these accounts through December 31, 2018. Concentration of Customer The Company has one customer, which, for the year ended December 31, 2018, the four months ended December 31, 2017, and the year ended August 31, 2017, had sales of $535,785 (£408,996, 5.3% of total revenue), $295,659 (£223,476, 14.3% of total revenue), and $557,416 (£426,180, 13.3% of total revenue), respectively. The Company has a contract with the customer that expires in February 2020. |
Revenue Classes
Revenue Classes | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Classes | |
Revenue Classes | NOTE 11 – REVENUE CLASSES Selected financial information for the Company’s operating revenue classes are as follows: For the year For the four For the year ended months ended ended December 31, December 31, August 31, 2018 2017 2017 Revenues: Coffee and complementary food products $ 9,306,337 $ 1,823,938 $ 3,669,307 Coffee school 7,592 3,704 12,425 Management fees 735,917 238,468 498,751 Total $ 10,049,846 $ 2,066,111 $ 4,180,483 |
Capital Lease Obligations
Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Capital Lease Obligations | NOTE 12 – CAPITAL LEASE OBLIGATIONS The Company leases various assets under capital lease. As of December 31, 2018, December 31, 2017, and August 31, 2017, capital lease obligations consisted of the following: December 31, December 31, August 31, 2018 2017 2017 Computer equipment $ - $ - $ 57,128 Office equipment 86,476 - 20,420 Site equipment and machinery 263,469 356,778 355,914 Site fit out costs 23,274 25,358 - Site furniture, fixtures and fittings 58,776 138,454 233,669 Total fixed assets 431,995 520,591 667,131 Less: Accumulated depreciation 106,739 69,857 240,246 Fixed assets, net $ 325,256 $ 450,733 $ 426,885 Aggregate future minimum rentals under capital leases are as follows: 2019 $ 201,294 2020 190,601 2021 62,972 2022 25,655 2023 - Future - Total 480,522 Less: Interest 59,701 Present value of minimum lease payments 420,821 Less: Current portion of capital lease obligations 175,005 Capital lease obligations, net of current portion $ 245,816 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES As of December 31, 2018, December 31, 2017, and August 31, 2017, the Company has U.S. net operating loss carry forwards of $919,868, $300,416, and $88,646. The carry forward expires through the year 2039. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2018 and the four months ended December 31, 2017), as follows: December 31, December 31, August 31, 2018 2017 2017 Tax expense (benefit) at the statutory rate Federal $ (30,812 ) $ (9,331 ) $ (45,553 ) Non-U.S. (481,759 ) (3,555 ) (367,468 ) State income taxes, net of federal income tax benefit (11,738 ) (89,615 ) (3,606 ) Non-deductible items - Federal 4,618 - 15,832 Non-U.S. 519,691 102,501 367,468 Change in valuation allowance - - 33,327 Total $ - $ - $ - The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities. The tax years 2018 and 2017 remains to examination by federal agencies and other jurisdictions in which it operates. The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017, are as follows: December 31, December 31, August 31, 2018 2017 2017 Deferred tax assets: Net operating loss carryforward $ 561,409 $ 177,351 $ 30,140 Less: Deferred tax asset valuation allowance (561,409 ) (177,351 ) (30,140 ) Total net deferred taxes $ - $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Because of the historical earnings history of the Company, the net deferred tax assets for 2018 and 2017 were fully offset by a 100% valuation allowance. The valuation allowance for the remaining net deferred tax assets was $561,409, $177,351, and $30,140 as of December 31, 2018, December 31, 2017, and August 31, 2017, respectively. On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 34% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets recorded on our balance sheet. Given that the deferred tax assets are offset by a full valuation allowance, these changes will have no net impact on the Company’s financial position and net loss. The Company believes that the goodwill attributable to acquisitions (see Note 2) will be tax deductible, as applicable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Subsequent to December 31, 2018, the Company executed an asset purchase agreement and share purchase agreements with various third parties for the acquisition of 18 coffee shops, a trademark and assets for £3,835,582. The acquisitions, as applicable, became subsidiaries of DEPT-UK as a result of the transaction. On February 18, 2019, Dept. Cold Brew changed its name to Baker & Spice (London) Ltd. |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Organization | Organization The Coffeesmiths Collective, Inc., formerly known as DOCASA, Inc. (hereinafter the “Company,” “we,” “us,” “our,” or “Coffeesmiths Collective”) was incorporated in the State of Nevada on July 22, 2014, under the name of FWF Holdings, Inc. The Company changed its name on August 4, 2016. The Company was originally engaged in the business of commercial production and distribution of hot sauce (see Note 3). On August 4, 2016, the Company changed its year end from July 31 to August 31. On July 8, 2016, the Company experienced a change in control. Atlantik LP (“Atlantik”), a related party, acquired a majority of the issued and outstanding common stock of the Company in accordance with a stock purchase agreement by and between Atlantik and Nami Shams (the “Seller”). On the closing date, July 8, 2016, pursuant to the terms of the stock purchase agreement, Atlantik purchased from the Seller 115,000,000 shares of the Company’s outstanding restricted common stock for $200,000, representing 76.1% of the Company’s outstanding common stock at that time. On September 1, 2016, the Company acquired 99.8% of the voting stock of the Department of Coffee and Social Affairs Limited, a United Kingdom corporation (the “DEPT-UK”), and the Company agreed to issue DEPT-UK’s majority shareholder 170,000,000 shares of the Company’s common stock—110,000,000 shares initially and 60,000,000 shares at a time determined by the Company’s Board of Directors but no later than August 31, 2017, which deadline was subsequently extended to August 31, 2019. Also, on September 1, 2016, the Company acquired 115,000,000 shares of the Company’s common stock from Atlantik in exchange for issuing Atlantik a promissory note for $320,000, which shares were then cancelled, and which note has since been paid in full. As a result of the acquisition and the issuance of the initial 110,000,000 shares of common stock, and the cancellation of the 115,000,000 Atlantik shares, DEPT-UK is now the majority-owned subsidiary of the Company, and the Company experienced a change of control. DEPT-UK formed a wholly-owned subsidiary, Department of Coffee and Internal Affairs Limited (“DCIA”), on September 11, 2014, as filed with the Registrar of Companies for England and Wales. As of December 31, 2018, DCIA has had no operations or activity. On April 5, 2017, the Company formed Department of Coffee and Social Affairs IL, Inc. (“DEPT-IL”), an Illinois corporation. On May 18, 2017, the Company formed Department of Coffee and Social Affairs White Space Limited (“DEPT-UKWS”), as filed with the Registrar of Companies for England and Wales. DEPT-UKWS is a subsidiary of DEPT-UK. As of December 31, 2018, DEPT-UKWS has had no operations or activity. For financial reporting purposes, the acquisition of DEPT-UK and the change of control in connection with acquisition represented a “reverse merger” rather than a business combination, and DEPT-UK is deemed to be the accounting acquirer in the transaction. For the periods subsequent to August 31, 2016, the acquisition is being accounted for as a reverse-merger and recapitalization. DEPT-UK is the acquirer for financial reporting purposes, and the Company (DOCASA, Inc., f/k/a FWF Holdings, Inc.) is the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the acquisition are those of DEPT-UK and have been recorded at the historical cost basis of DEPT-UK, and the financial statements after completion of the acquisition include the assets and liabilities of both the Company and DEPT-UK, and the historical operations of DEPT-UK prior to closing and operations of both companies from the closing of the acquisition. On November 1, 2017, DEPT-UK acquired Tapped and Packed Ltd (“Tapped”), a UK company, for a combination of cash and shares of common stock of the Company. See Note 2. Tapped became a subsidiary of DEPT-UK as a result of the transaction. Tapped has four shop locations in the UK which serve coffee and food. On February 23, 2018, the Board of Directors determined to change the Company’s fiscal year end to December 31 from August 31. The Company believes this change will benefit the Company by aligning its reporting periods to be more consistent with peer coffee companies. On May 23, 2018, DEPT-UK acquired Bea’s of Bloomsbury Limited (“Bea’s”), a UK company, for shares of common stock of the Company. See Note 2. Bea’s became a subsidiary of DEPT-UK as a result of the transaction. Bea’s has five shop locations in the UK which serves coffee and food. Effective October 29, 2018, majority of the shareholders of the Company approved the following changes to the Company’s Articles of Incorporation: On October 29, 2018, the majority of the shareholders of the Company approved the amendment to the Articles of Incorporation to change the Company’s name from “DOCASA, Inc.” to “The Coffeesmiths Collective, Inc.” The purpose of the name change will help further our brand identity and will reflect the major focus of our business operations as a specialty coffee company. The filing of the name change with the state of Nevada was completed and effected as of October 29, 2018. The Company filed with FINRA for a name change and symbol change on November 1, 2018. On December 4, 2018, both changes were approved. On November 15, 2018, DEPT-UK executed a Share Purchase Agreement with Thomas Acland, David Downie, William Vernon, Kate Elizabeth Acland, and Martyn Ward for the acquisition of Coffee Global Limited (a/k/a Cafe2u (“Cafe2u”). Cafe2u became a subsidiary of DEPT-UK as a result of the transaction. Cafe2u is a franchised mobile coffee van and has 85 vans in the UK all operating under a master franchise agreement. On December 1, 2018, Coffeesmiths Collective executed a Capital Contribution Agreement with Paul Leisen, Joan Lundgren, John Sweeney, Jacob Muller and Travis Schaffner for the acquisition of Dollop Coffee, LLC (“Dollop”). Dollop became a subsidiary of Coffeesmiths Collective as a result of the transaction. Dollop has coffee cafes and provides roasting and distribution and has 16 locations in Chicago, Illinois. On December 1, 2018, DEPT-UK executed a Share Purchase Agreement with Silverstream Investments Ltd. for the acquisition of The Roastery Department Ltd. (“The Roastery”). The Roastery became a subsidiary of DEPT-UK as a result of the transaction. The Roastery is a roastery and has one location in the UK. On various dates, DEPT-UK executed various share purchase agreements and asset purchase agreements with various third parties for coffee shops, roastery, bakery and assets, as applicable. The acquired entities became subsidiaries of DEPT-UK. The acquired assets were incorporated into the operations of DEPT-UK. These acquisitions, in aggregate, were for $783,869 in cash and deferred cash payments of $594,692. |
Nature of Operations | Nature of Operations We are in the specialty coffee industry, specifically with company-operated stores. The Company generates revenue through sales at forty-six company-operated stores in the UK and the US. Similar to other leading operators, we sell our proprietary coffee and related products, and complementary food and snacks. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Coffeesmiths Collectives and its subsidiaries, DEPT-UK, DCIA, DEPT-IL and DEPT-UK’s subsidiaries, Tapped, Bea’s, Cafe2u, The Roastery, Dept. Cold Brew and others. All significant inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | 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 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has no cash in excess of FDIC limits in the US and Financial Services Compensation Scheme in the UK. |
Accounts Receivable | Accounts Receivable Accounts receivable consisted of amounts due from customers primarily for management fees. The Company considered accounts more than 30 days old to be past due. The Company used the allowance method for recognizing bad debts. When an account was deemed uncollectible, it was written off against the allowance. The Company generally does not require collateral for its accounts receivable. Management has recorded an allowance for doubtful accounts as of December 31, 2018 of $45,002 and, as December 31, 2017, and August 31, 2017, no allowance for doubtful accounts was recorded. |
Inventory | Inventory Inventory is recorded at the lower of cost or market and the cost of sales are recorded utilizing the first in first out (“FIFO”) method. |
Fixed Assets | Fixed Assets Property and equipment are recorded at cost. Depreciation is computed using the straight-line method based on the estimated useful lives of the related assets of five years for all assets, and the lesser of the lease term or the useful life of the leased equipment. Leasehold improvements are amortized over the lesser of the lease term or the useful life of the improvements. Expenditures for maintenance and repairs along with fixed assets below our capitalization threshold are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement requires that long-lived assets and certain identifiable intangibles be 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 undiscounted 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities. We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. We have adopted this update. We do not believe this guidance will impact the recognition of our primary source of revenue from company-owned coffee shops. The adoption of this guidance did not have a material impact on our consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model. |
Advertising | Advertising Advertising is expensed as incurred and is included in other general and administrative expenses on the accompanying condensed consolidated statement of operations. For the year ended December 31, 2018, the four months ended December 31, 2017, and the year ended August 31, 2017, advertising expense was $54,087, $12,548, and $39,628, respectively. |
Income Taxes | Income Taxes The Company adopted the provisions of ASC 740, “Income Taxes.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2018, tax years 2014 - 2018 remain open for IRS audit and tax years 2015–2018 remain open for HM Revenue & Customs (“HMRC”) audit. The Company has received no notice of audit from the IRS or HMRC for any of the open tax years. |
Net Earnings (Loss) Per Share | Net Earnings (Loss) Per Share In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common stock shares outstanding during the period. The Company does not currently have any potential dilutive securities outstanding as of December 31, 2018, December 31, 2017, and August 31, 2017. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The British Pound (“£”) is the functional currency of DEPT-UK and the UK operations whereas the financial statements are reported in United States Dollar (“USD,” “$”). Assets and liabilities are translated based on the exchange rates at the condensed consolidated balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. The resulting translation gain and loss adjustments are accumulated as a component of shareholders’ equity and other comprehensive loss. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss on foreign currency translation adjustments affecting shareholders’ equity that, under U.S. GAAP, are excluded from net loss. As of December 31, 2018, the exchange rate between U.S. Dollars and British Pounds was US$1.28 = £1.00, and the weighted average exchange rate for the year ended December 31, 2018 was US$1.31 = £1.00. As of December 31, 2017, the exchange rate between U.S. Dollars and British Pounds was US$1.35 = £1.00, and the weighted average exchange rate for the four months ended December 31, 2017 was US$1.32 = £1.00. As of August 31, 2017, the exchange rate between U.S. Dollars and British Pounds was US$1.29 = £1.00, and the weighted average exchange rate for the year ended August 31, 2017 was US$1.31 = £1.00. For the acquisitions described herein, the weighted average exchange rates varied by each acquisition based on the date of acquisition exchange rate. |
Going Concern | Going Concern The Company had net loss attributable to common shareholders for the year ended December 31, 2018 of $2,678,222 and a working capital deficit as of December 31, 2018 of $744,166, and has cash used in operations of $3,411,266 for the year ended December 31, 2018. In addition, as of December 31, 2018, the Company had a stockholders’ deficit and accumulated deficit of $3,113,918 and $5,964,764, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements. There can be no assurances that the Company will be successful in generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company’s current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary. |
Effect of Recent Accounting Pronouncements | Effect of Recent Accounting Pronouncements The Company reviews new accounting standards and updates as issued. No new standards or updates had any material effect on these financial statements. The accounting pronouncements and updates issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does believe that some of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December 31, 2018 through the date these financial statements were issued. In February 2016, the Financial Accounting Standards Board (“FASB”) issued an ASU on lease accounting. The ASU requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. The ASU is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating the ASU, the Company expects the adoption of the ASU to have a material effect on the Company’s financial condition due to the recognition of the lease rights and obligations as assets and liabilities. The Company expects the ASU to have a material effect on the Company’s results of operations and financial position, and the ASU will have no effect on cash flows. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Pro-Forma Financial Information | For the Year Ended December 31, 2018 Coffeesmiths Other Pro-forma Collective Tapped Bea’s Cafe2u Roastery Dollop Acquisitions Adjustments Totals Revenue, net $ 6,014,245 $ 1,810,171 $ 2,004,068 $ 1,703,889 $ 654,780 $ 10,515,437 $ 1,806,903 $ - $ 24,509,493 Operating expenses 7,617,992 1,887,572 2,801,588 1,937,149 830,405 10,920,579 1,912,732 - 27,908,017 Loss from operations (1,603,747 ) (77,401 ) (797,520 ) (233,260 ) (175,625 ) (405,142 ) (105,829 ) - (3,398,524 ) Other income (expense) (70,996 ) (1,199 ) - - - - - - (72,195 ) Loss before income taxes (1,674,743 ) (78,600 ) (797,520 ) (233,260 ) (175,625 ) (405,142 ) (105,829 ) - (3,470,719 ) Net loss attributable to common shareholders $ (1,674,743 ) $ (78,600 ) $ (797,520 ) $ (233,260 ) $ (175,625 ) $ (405,142 ) $ (105,829 ) $ - $ (3,470,719 ) Net loss per common share - basic $ (0.01 ) $ (0.02 ) Weighted average number of common shares outstanding during the period - basic 208,288,685 208,288,685 For the Year Ended December 31, 2017 Coffeesmiths Other Pro-forma Collective Tapped Bea’s Cafe2u Roastery Dollop Acquisitions Adjustments Totals Revenue, net $ 4,778,866 $ 2,208,971 $ 2,471,550 $ 3,206,101 $ 529,559 $ 10,515,437 $ 2,182,833 $ - $ 25,893,317 Operating expenses 5,852,095 2,058,828 2,885,938 3,180,131 783,134 10,920,579 2,129,158 - 27,809,862 Loss from operations (1,073,229 ) 150,143 (414,388 ) 25,970 (253,575 ) (405,142 ) 53,675 - (1,916,545 ) Other income (expense) (410 ) (873 ) - - - - - - (1,284 ) Loss before income taxes (1,073,639 ) 149,270 (414,388 ) 25,970 (253,575 ) (405,142 ) 53,675 - (1,917,829 ) Net loss attributable to common shareholders $ (1,073,639 ) $ 149,270 $ (414,388 ) $ 25,970 $ (253,575 ) $ (405,142 ) $ 53,675 $ - $ (1,917,829 ) Net loss per common share - basic $ (0.01 ) $ (0.01 ) Weighted average number of common shares outstanding during the period - basic 207,100,000 207,100,000 |
Share Purchase Agreements And Assets Purchase Agreements [Member] | |
Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date | The acquired assets were incorporated into the operations of DEPT-UK. These acquisitions, in the aggregate, were for $660,404 in cash and deferred cash payments of $594,692. See Note 1 and 7. Consideration given: Cash given $ 783,869 Deferred consideration 594,692 Total consideration given $ 1,255,096 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 112,252 Accounts receivable, net 11,823 Inventory 14,519 Prepaid expenses 5,338 Fixed assets, net 230,360 Deposits 34,854 Accounts payable (23,627 ) Accrued expenses (253,034 ) Taxes payable (39,399 ) Loans (31,651 ) Deferred taxes (11,942 ) Other long-term liabilities (1,249 ) Total identifiable net assets (158,124 ) Goodwill 1,413,220 Total consideration $ 1,255,096 |
Tapped and Packed Ltd [Member] | |
Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date | The following table summarizes the consideration given for DEPT-UK and the fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 237,877 Common stock shares given 1,918,125 Total consideration given $ 2,156,002 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 200,582 Prepaid expense 92,052 Inventory 51,411 Fixed assets, net 73,337 Deposits 119,999 Accrued expenses (192,645 ) Short-term note payable (200,804 ) Deferred taxes (1,184 ) Total identifiable net liabilities 142,748 Goodwill 2,013,254 Total consideration $ 2,156,002 |
Bea's of Bloomsbury Limited [Member] | |
Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date | The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Common stock shares given $ 1,623,921 Total consideration given $ 1,623,921 Fair value of identifiable assets acquired, and liabilities assumed: Prepaid expense $ 86,764 Inventory 36,311 Fixed assets, net 315,558 Deposits 54,357 Accounts payable (250,365 ) Accrued expenses (271,096 ) Short-term note payable (45,931 ) Total identifiable net liabilities (74,400 ) Goodwill 1,698,321 Total consideration $ 1,623,921 |
Coffee Global Limited [Member] | |
Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date | The following table summarizes the consideration given by DEPT-UK and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 458,299 Deferred loan 545,594 Total consideration given $ 1,003,893 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 1,867 Accounts receivable 39,829 Inventory 12,461 Prepaid expenses 12,615 Fixed assets, net 14,313 Accrued expenses (269,315 ) Taxes payable (46 ) Total identifiable net liabilities (188,276 ) Goodwill 1,192,169 Total consideration $ 1,003,893 |
Roastery Department Ltd [Member] | |
Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date | The following table summarizes the consideration given by the Company and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Shares given $ 3,506,433 Total consideration given $ 3,506,433 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 30,497 Accounts receivable 122,100 Prepaid expenses (337 ) Fixed assets, net 117,137 Accounts payable (51,404 ) Accrued expenses (580,665 ) Taxes payable 97,302 Total identifiable net liabilities (265,370 ) Goodwill 3,771,803 Total consideration $ 3,506,433 |
Dollop Coffee, LLC [Member] | |
Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date | The following table summarizes the consideration given by the Company and the provisional fair values of the assets and liabilities assumed at the acquisition date. Consideration given: Cash given $ 1,000,000 Shares given 50,000 Total consideration given $ 1,050,000 Fair value of identifiable assets acquired, and liabilities assumed: Cash $ 91,841 Accounts receivable 51,768 Inventory 172,368 Loan receivable 6,130 Prepaid expenses 30,951 Fixed assets, net 1,156,486 Accounts payable (213,974 ) Accrued expenses (251,372 ) Taxes payable (89,481 ) Loans payable, current portion (133,810 ) Loans payable, non-current portion (1,303,988 ) Total identifiable net liabilities (483,082 ) Percentage of company acquired 51 % Total identifiable net liabilities acquired (246,372 ) Goodwill 1,296,372 Total consideration $ 1,050,000 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The inventory is as follows: December 31, December 31, August 31, 2018 2017 2017 Consumable products $ 73,758 $ 39,775 $ 17,894 Cold brew 9,687 - - Retail products 34,333 18,030 24,117 Food and drinks 274,046 39,133 5,466 Total inventory $ 391,824 $ 96,938 $ 47,477 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | The Company has fixed assets including computer equipment, office equipment, site equipment and machinery, site fit out costs, site furniture, fixtures and fittings, as reflected in the table below: December 31, December 31, August 31, 2018 2017 2017 Computer equipment $ 81,783 $ 88,484 $ 62,038 Motor vehicles 63,481 - - Office equipment 37,307 22,599 22,526 Site furniture, fixtures and fittings 797,509 454,070 366,661 Leasehold improvements 4,957,158 1,808,104 1,606,067 Site equipment and machinery 730,172 499,831 236,972 Subtotal 6,667,410 2,873,088 2,294,264 Less: Accumulated depreciation (1,297,274 ) (897,016 ) (622,088 ) Fixed assets, net $ 5,370,137 $ 1,976,072 $ 1,672,176 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets Future Amortization Expense | The future estimated amortization expense is as follows: 2019 $ 7,603 2020 $ - 2021 $ - 2022 $ - 2023 $ - Future $ - Total $ - |
Schedule of Goodwill | Balance, August 31, 2017 $ - Acquisitions 2,013,254 Balance, December 31, 2017 2,013,254 Acquisitions 9,371,885 Balance, December 31, 2018 $ 11,385,139 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The Company has notes payable as of December 31, 2018, December 31, 2017, and August 31, 2017, are as follows: December 31, 2018 December 31, 2017 August 31, 2017 Accrued Accrued Accrued Principal Interest Total Principal Interest Total Principal Interest Total Arch Investments $ 2,194 $ - $ 2,194 $ 2,194 $ - $ 2,194 $ 2,194 $ - $ 2,194 Arch Investments 5,067 - 5,067 5,067 - 5,067 5,067 - 5,067 Arch Investments 5,065 - 5,065 5,065 - 5,065 5,065 - 5,065 Arch Investments 15,873 - 15,873 15,873 - 15,873 15,873 - 15,873 Arch Investments 4,349 - 4,349 4,349 - 4,349 4,349 - 4,349 HSBC 262,158 13,343 275,501 391,898 4,852 396,750 409,718 - 409,718 HSBC 65,159 3,063 68,222 92,281 9,482 101,763 - - - Deij Capital Limited (1) 10,786 - 10,786 11,417 - 11,417 70,079 - 70,079 Chase SBA 191,667 - 191,667 - - - - - - Chase 614,702 - 614,702 - - - - - - Pinnacle 81,385 - 81,385 - - - - - - Schaffner 398,210 - 398,210 - - - - - - Coffee Global Loan (8,724 ) - (8,724 ) - - - - - - BSD LLC Loan 226 - 226 - - - - - - Citibank LOC 65,589 - 65,589 - - - - - - HSBC 15,160 - 15,160 - - - - - - HP Loan 22,644 - 22,644 - - - - - - Total $ 1,751,510 $ 16,406 $ 1,767,916 $ 528,144 $ 14,334 $ 542,478 $ 512,345 $ - $ 512,345 (1) Related party |
Schedule of Maturities of Long Term Debt | Maturities of the long-term debt for each of the next five years and thereafter are as follows: Year Ending December 31, 2019 $ 482,417 2020 328,861 2021 281,175 2022 201,374 2023 234,077 Future 223,606 Total $ 1,751,510 |
Shareholders' Equity - (Tables)
Shareholders' Equity - (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders Equity - | |
Schedule of Changes in the Company's Ownership Interest in its Subsidiaries | The following schedule discloses the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity: For the Year Ended December 31, 2018 Net loss attributable to The Coffeesmiths Collective, Inc. $ 2,682,300 Decrease in additional paid in capital related to Recognition of Non-Controlling Interest Attributable to Department of Coffee and Social Affairs Ltd. 4,077 Change in net loss attributable to The Coffeesmiths Collective, Inc. and transfers to Non-Controlling Interest $ 2,678,222 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under leases with the various subsidiaries, are as follows: 2019 $ 2,607,092 2020 2,411,427 2021 2,192,946 2022 1,828,417 2023 1,408,960 Future 3,505,437 Total $ 13,954,279 |
Revenue Classes (Tables)
Revenue Classes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Classes | |
Schedule of Operating Revenue Classes | Selected financial information for the Company’s operating revenue classes are as follows: For the year For the four For the year ended months ended ended December 31, December 31, August 31, 2018 2017 2017 Revenues: Coffee and complementary food products $ 9,306,337 $ 1,823,938 $ 3,669,307 Coffee school 7,592 3,704 12,425 Management fees 735,917 238,468 498,751 Total $ 10,049,846 $ 2,066,111 $ 4,180,483 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Capital Lease Obligations | The Company leases various assets under capital lease. As of December 31, 2018, December 31, 2017, and August 31, 2017, capital lease obligations consisted of the following: December 31, December 31, August 31, 2018 2017 2017 Computer equipment $ - $ - $ 57,128 Office equipment 86,476 - 20,420 Site equipment and machinery 263,469 356,778 355,914 Site fit out costs 23,274 25,358 - Site furniture, fixtures and fittings 58,776 138,454 233,669 Total fixed assets 431,995 520,591 667,131 Less: Accumulated depreciation 106,739 69,857 240,246 Fixed assets, net $ 325,256 $ 450,733 $ 426,885 |
Schedule of Capital Lease Obligations Future Minimum Payment | Aggregate future minimum rentals under capital leases are as follows: 2019 $ 201,294 2020 190,601 2021 62,972 2022 25,655 2023 - Future - Total 480,522 Less: Interest 59,701 Present value of minimum lease payments 420,821 Less: Current portion of capital lease obligations 175,005 Capital lease obligations, net of current portion $ 245,816 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Federal Income Tax | The Company’s tax expense differs from the “expected” tax expense for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes for fiscal year 2018 and the four months ended December 31, 2017), as follows: December 31, December 31, August 31, 2018 2017 2017 Tax expense (benefit) at the statutory rate Federal $ (30,812 ) $ (9,331 ) $ (45,553 ) Non-U.S. (481,759 ) (3,555 ) (367,468 ) State income taxes, net of federal income tax benefit (11,738 ) (89,615 ) (3,606 ) Non-deductible items - Federal 4,618 - 15,832 Non-U.S. 519,691 102,501 367,468 Change in valuation allowance - - 33,327 Total $ - $ - $ - |
Schedule of Deferred Tax Assets And Liabilities | The tax effect of significant components of the Company’s deferred tax assets and liabilities at December 31, 2018 and 2017, are as follows: December 31, December 31, August 31, 2018 2017 2017 Deferred tax assets: Net operating loss carryforward $ 561,409 $ 177,351 $ 30,140 Less: Deferred tax asset valuation allowance (561,409 ) (177,351 ) (30,140 ) Total net deferred taxes $ - $ - $ - |
Nature of Operations And Summ_3
Nature of Operations And Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 02, 2016 | Jul. 08, 2016 | Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2016 |
State of incorporation | Nevada | |||||
Date of incorporation | Jul. 22, 2014 | |||||
Restricted common stock, shares | 115,000,000 | |||||
Restricted common stock, value | $ 200,000 | |||||
Restricted common stock percentage of total shares | 796.10% | |||||
Number of common stock shares issued | ||||||
Number of common shares issued in exchange for promissory note | 115,000,000 | |||||
Number of common shares issued in exchange for promissory note, value | $ 320,000 | |||||
Allowance for doubtful accounts receivable | $ 45,002 | |||||
Advertising expense | 12,548 | $ 54,087 | 39,628 | |||
Exchange rate | The exchange rate between U.S. Dollars and British Pounds was US$1.28 = £1.00, and the weighted average exchange rate for the year ended December 31, 2018 was US$1.31 = £1.00. As of December 31, 2017, the exchange rate between U.S. Dollars and British Pounds was US$1.35 = £1.00, and the weighted average exchange rate for the four months ended December 31, 2017 was US$1.32 = £1.00. As of August 31, 2017, the exchange rate between U.S. Dollars and British Pounds was US$1.29 = £1.00, and the weighted average exchange rate for the year ended August 31, 2017 was US$1.31 = £1.00. | |||||
Net loss | (515,456) | $ (2,678,222) | (1,425,846) | |||
Working capital deficit | 744,166 | |||||
Net cash used in operating activities | (6,135) | (3,411,266) | (731,424) | |||
Shareholders' deficit | (1,997,150) | (3,113,896) | (1,680,834) | $ 550,063 | ||
Accumulated deficit | (3,282,461) | $ (5,964,764) | $ (2,766,367) | |||
All Assets [Member] | ||||||
Estimated useful lives of assets | 5 years | |||||
Share Purchase Agreements And Assets Purchase Agreements [Member] | ||||||
Cash payment for acquisition | $ 783,869 | |||||
Deferred cash payments | $ 594,692 | |||||
Common Stock [Member] | ||||||
Number of common stock shares issued | 2,936,000 | |||||
Initial shares of common stock issued | 110,000,000 | |||||
Shareholders' deficit | $ 160,013 | $ 62,005 | $ 150,036 | |||
Atlantik Shares [Member] | ||||||
Number of common stock shares cancelled | 115,000,000 | |||||
DEPT UK [Member] | ||||||
Number of common stock shares issued | 170,000,000 | |||||
DEPT UK [Member] | No Later Than August 31, 2017 [Member] | ||||||
Number of common stock shares issued | 60,000,000 | |||||
DEPT UK [Member] | Common Stock Initial Shares [Member] | ||||||
Number of common stock shares issued | 110,000,000 | |||||
Coffee and Social Affairs Limited [Member] | ||||||
Business acquisition, percentage of voting interests acquired | 99.80% |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | Dec. 02, 2018USD ($)shares | Dec. 02, 2018GBP (£)shares | Nov. 15, 2018USD ($)shares | Nov. 15, 2018GBP (£)shares | May 23, 2018USD ($)$ / sharesshares | May 23, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018GBP (£)shares | Aug. 31, 2017USD ($)shares | Jan. 17, 2018shares | Dec. 14, 2017shares | Dec. 05, 2017shares |
Preference shares of DEPT-UK issued | shares | 79,563 | 33,488 | 18,583 | ||||||||||
Business acquisition consideration transferred, shares issued value | |||||||||||||
Goodwill | $ 2,013,119 | $ 11,385,139 | |||||||||||
Number of common stock shares issued | shares | |||||||||||||
Number of common stock value issued | |||||||||||||
Share Purchase Agreements And Assets Purchase Agreements [Member] | |||||||||||||
Business acquisition consideration transferred, amount | 1,255,096 | ||||||||||||
Payments to acquire business acquisition | 783,869 | ||||||||||||
Deferred cash payments | 594,692 | ||||||||||||
Tapped and Packed Ltd [Member] | |||||||||||||
Revenue | 1,813,980 | ||||||||||||
Net Income loss | $ 78,765 | ||||||||||||
Bea's Acquisition Agreement [Member] | |||||||||||||
Business acquisition capital shares acquired by DEPT-UK | shares | 1,933,239 | 1,933,239 | |||||||||||
Share issued price per shares | $ / shares | $ 0.84 | $ 0.84 | |||||||||||
Business acquisition consideration transferred, shares issued value | $ 1,623,921 | ||||||||||||
Richard Lilley [Member] | Tapped Acquisition Agreement [Member] | |||||||||||||
Business acquisition capital shares acquired by DEPT-UK | shares | 100 | ||||||||||||
Allesch-Taylor [Member] | Tapped Acquisition Agreement [Member] | |||||||||||||
Business acquisition consideration transferred, shares issued | shares | 1,546,875 | 1,546,875 | |||||||||||
Business acquisition consideration transferred or transferrable, description | Pursuant to the Tapped Acquisition Agreement, Tapped stock was transferred to DEPT-UK on November 1, 2017, in consideration of £175,000 and 1,546,875 shares of common stock of the Company. The £175,000 was paid in October 2017 as a prepayment to the completion date of November 1, 2017. Stefan Allesch-Taylor ("Allesch-Taylor"), Chairman of the Company, utilized his personally owned shares of common stock of the Company, and assigned the 1,546,875 shares (the "Allesch-Taylor Shares") from his ownership to Lilley. In exchange for the use of the Allesch-Taylor Shares, which were provisionally valued at $1,918,125 ("Provisional Share Compensation Value"), the Board of Directors issued Allesch-Taylor 1,325,000 Preference Shares of DEPT-UK. The Provisional Share Compensation Value was determined by the previous day's closing price of $1.24 per share. | Pursuant to the Tapped Acquisition Agreement, Tapped stock was transferred to DEPT-UK on November 1, 2017, in consideration of £175,000 and 1,546,875 shares of common stock of the Company. The £175,000 was paid in October 2017 as a prepayment to the completion date of November 1, 2017. Stefan Allesch-Taylor ("Allesch-Taylor"), Chairman of the Company, utilized his personally owned shares of common stock of the Company, and assigned the 1,546,875 shares (the "Allesch-Taylor Shares") from his ownership to Lilley. In exchange for the use of the Allesch-Taylor Shares, which were provisionally valued at $1,918,125 ("Provisional Share Compensation Value"), the Board of Directors issued Allesch-Taylor 1,325,000 Preference Shares of DEPT-UK. The Provisional Share Compensation Value was determined by the previous day's closing price of $1.24 per share. | |||||||||||
Provisional share compensation value | $ 1,918,125 | ||||||||||||
Preference shares of DEPT-UK issued | shares | 1,325,000 | ||||||||||||
Share price used to determine provisional share compensation value | $ / shares | $ 1.24 | ||||||||||||
Allesch-Taylor [Member] | Tapped Acquisition Agreement [Member] | GBP [Member] | |||||||||||||
Business acquisition consideration transferred, amount | £ | £ 175,000 | ||||||||||||
Bea's Acquisition Agreement [Member] | |||||||||||||
Business acquisition consideration transferred, amount | $ 1,623,921 | ||||||||||||
Revenue | $ 1,327,064 | ||||||||||||
Net Income loss | 575,064 | ||||||||||||
Goodwill | 1,698,321 | ||||||||||||
Payments to acquire business acquisition | $ 1,623,921 | ||||||||||||
Coffee Global Limited [Member] | Coffee Global Acquisition Agreement [Member] | |||||||||||||
Business acquisition consideration transferred, amount | $ 997,350 | ||||||||||||
Revenue | 439,494 | ||||||||||||
Net Income loss | 35,532 | ||||||||||||
Goodwill | 192,169 | ||||||||||||
Coffee Global Limited [Member] | Coffee Global Acquisition Agreement [Member] | Installment One [Member] | |||||||||||||
Business acquisition consideration transferred, amount | $ 458,299 | ||||||||||||
Business acquisition consideration transferred, shares issued | shares | 340,997 | 340,997 | |||||||||||
Coffee Global Limited [Member] | Coffee Global Acquisition Agreement [Member] | Installment Two [Member] | |||||||||||||
Business acquisition consideration transferred, amount | $ 545,594 | ||||||||||||
Percentage of business acquisition consideration, description | Additional consideration (in such sum as to be determined pursuant to the determination of the Completion Accounts in accordance with the provision of the Share Purchase Agreement) to be paid 50% by shares in the Company and 50% in cash up to the maximum total additional consideration sum of £425,000 ($542,038). | Additional consideration (in such sum as to be determined pursuant to the determination of the Completion Accounts in accordance with the provision of the Share Purchase Agreement) to be paid 50% by shares in the Company and 50% in cash up to the maximum total additional consideration sum of £425,000 ($542,038). | |||||||||||
Coffee Global Limited [Member] | Coffee Global Acquisition Agreement [Member] | GBP [Member] | |||||||||||||
Business acquisition consideration transferred, amount | £ | £ 825,000 | ||||||||||||
Coffee Global Limited [Member] | Coffee Global Acquisition Agreement [Member] | GBP [Member] | Installment One [Member] | |||||||||||||
Business acquisition consideration transferred, amount | £ | 357,000 | ||||||||||||
Coffee Global Limited [Member] | Coffee Global Acquisition Agreement [Member] | GBP [Member] | Installment Two [Member] | |||||||||||||
Business acquisition consideration transferred, amount | £ | £ 468,000 | ||||||||||||
Roastery Department Ltd [Member] | Roastery Acquisition Agreement [Member] | |||||||||||||
Business acquisition consideration transferred, amount | $ 3,506,433 | ||||||||||||
Business acquisition consideration transferred, shares issued | shares | 2,750,000 | 2,750,000 | |||||||||||
Revenue | 34,227 | ||||||||||||
Net Income loss | 24,270 | ||||||||||||
Goodwill | $ 3,771,803 | ||||||||||||
Roastery Department Ltd [Member] | Roastery Acquisition Agreement [Member] | GBP [Member] | |||||||||||||
Business acquisition consideration transferred, amount | £ | £ 2,750,000 | ||||||||||||
Dollop Coffee, LLC [Member] | |||||||||||||
Business acquisition consideration transferred, shares issued | shares | 62,500 | 62,500 | |||||||||||
Dollop Coffee, LLC [Member] | Dollop Acquisition Agreement [Member] | |||||||||||||
Revenue | 796,453 | ||||||||||||
Net Income loss | 138,870 | ||||||||||||
Goodwill | $ 1,296,372 | ||||||||||||
Business acquisition, percentage | 51.00% | ||||||||||||
Number of common stock shares issued | shares | 62,500 | 62,500 | |||||||||||
Number of common stock value issued | $ 50,000 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Values of the Assets and Liabilities Assumed at the Acquisition Date (Details) - USD ($) | Dec. 02, 2018 | Nov. 15, 2018 | Nov. 02, 2018 | May 23, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 |
Common stock given | |||||||
Prepaid expense | $ 135,320 | ||||||
Inventory | 235,651 | ||||||
Fixed assets, net | 1,808,465 | ||||||
Loan receivable | 225,520 | ||||||
Accounts payable | (539,347) | ||||||
Goodwill | 2,013,254 | 11,385,139 | |||||
Total consideration | $ 2,013,119 | 9,372,020 | |||||
Share Purchase Agreements And Assets Purchase Agreements [Member] | |||||||
Cash given | 783,869 | ||||||
Deferred consideration | 594,692 | ||||||
Total consideration given | 1,255,096 | ||||||
Cash | 112,252 | ||||||
Prepaid expense | 5,338 | ||||||
Inventory | 14,519 | ||||||
Accounts receivable, net | 11,823 | ||||||
Fixed assets, net | 230,360 | ||||||
Deposits | 34,854 | ||||||
Accounts payable | (23,627) | ||||||
Accrued expenses | (253,034) | ||||||
Deferred taxes | (11,942) | ||||||
Taxes payable | (39,399) | ||||||
Loans | (31,651) | ||||||
Other long-term liabilities | (1,249) | ||||||
Total identifiable net assets | (158,124) | ||||||
Goodwill | 1,413,220 | ||||||
Total consideration | $ 1,255,096 | ||||||
Tapped Acquisition Agreement [Member] | |||||||
Cash given | $ 237,877 | ||||||
Common stock given | 1,918,125 | ||||||
Total consideration given | 2,156,002 | ||||||
Cash | 200,582 | ||||||
Prepaid expense | 92,052 | ||||||
Inventory | 51,411 | ||||||
Fixed assets, net | 73,337 | ||||||
Deposits | 119,999 | ||||||
Accrued expenses | (192,645) | ||||||
Short-term note payable | (200,804) | ||||||
Deferred taxes | (1,184) | ||||||
Total identifiable net liabilities | 142,748 | ||||||
Goodwill | 2,013,254 | ||||||
Total consideration | $ 2,156,002 | ||||||
Bea's Acquisition Agreement [Member] | |||||||
Cash given | $ 1,623,921 | ||||||
Total consideration given | 1,623,921 | ||||||
Prepaid expense | 86,764 | ||||||
Inventory | 36,311 | ||||||
Fixed assets, net | 315,558 | ||||||
Deposits | 54,357 | ||||||
Accounts payable | (250,365) | ||||||
Accrued expenses | (271,096) | ||||||
Short-term note payable | (45,931) | ||||||
Total identifiable net liabilities | (74,400) | ||||||
Goodwill | 1,698,321 | ||||||
Total consideration | $ 1,623,921 | ||||||
Coffee Global Acquisition Agreement [Member] | |||||||
Cash given | $ 458,299 | ||||||
Deferred loan | 545,594 | ||||||
Total consideration given | 1,003,893 | ||||||
Cash | 1,867 | ||||||
Prepaid expense | 12,615 | ||||||
Inventory | 12,461 | ||||||
Accounts receivable, net | 39,829 | ||||||
Fixed assets, net | 14,313 | ||||||
Accrued expenses | (269,315) | ||||||
Taxes payable | (46) | ||||||
Total identifiable net liabilities | (188,276) | ||||||
Goodwill | 1,192,169 | ||||||
Total consideration | $ 1,003,893 | ||||||
Roastery Acquisition Agreement [Member] | |||||||
Shares given | $ 3,506,433 | ||||||
Total consideration given | 3,506,433 | ||||||
Cash | 30,497 | ||||||
Prepaid expense | (337) | ||||||
Accounts receivable, net | 122,100 | ||||||
Fixed assets, net | 117,137 | ||||||
Accounts payable | (51,404) | ||||||
Accrued expenses | (580,665) | ||||||
Taxes payable | 97,302 | ||||||
Total identifiable net liabilities | (265,370) | ||||||
Goodwill | 3,771,803 | ||||||
Total consideration | 3,506,433 | ||||||
Dollop Acquisition Agreement [Member] | |||||||
Cash given | 1,000,000 | ||||||
Shares given | 50,000 | ||||||
Total consideration given | 1,050,000 | ||||||
Cash | 91,841 | ||||||
Prepaid expense | 30,951 | ||||||
Inventory | 172,368 | ||||||
Accounts receivable, net | 51,768 | ||||||
Fixed assets, net | 1,156,486 | ||||||
Loan receivable | 6,130 | ||||||
Accounts payable | (213,974) | ||||||
Accrued expenses | (251,372) | ||||||
Taxes payable | (89,481) | ||||||
Loans payable, current portion | (133,810) | ||||||
Loans payable, non-current portion | (1,303,988) | ||||||
Total identifiable net liabilities | (483,082) | ||||||
Total identifiable net liabilities acquired | (246,372) | ||||||
Goodwill | 1,296,372 | ||||||
Total consideration | $ 1,050,000 | ||||||
Dollop Acquisition Agreement [Member] | Dollop Coffee, LLC [Member] | |||||||
Percentage of company acquired | 51.00% |
Acquisitions - Schedule of Pro-
Acquisitions - Schedule of Pro-forma Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, net | $ 24,509,493 | $ 25,893,317 |
Operating expenses | 27,908,017 | 27,809,862 |
Loss from operations | (3,398,524) | (1,916,545) |
Other income (expense) | (72,195) | (1,284) |
Loss before income taxes | (3,470,719) | (1,917,829) |
Net loss attributable to common shareholders | $ (3,470,719) | $ (1,917,829) |
Net loss per common share - basic | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding during the period - basic | 208,288,685 | 207,100,000 |
Other Acquisitions [Member] | ||
Revenue, net | $ 1,806,903 | $ 2,182,833 |
Operating expenses | 1,912,732 | 2,129,158 |
Loss from operations | (105,829) | 53,675 |
Other income (expense) | ||
Loss before income taxes | (105,829) | 53,675 |
Net loss attributable to common shareholders | (105,829) | 53,675 |
Pro-forma Adjustments [Member] | ||
Revenue, net | ||
Operating expenses | ||
Loss from operations | ||
Other income (expense) | ||
Loss before income taxes | ||
Net loss attributable to common shareholders | ||
Coffeesmiths [Member] | ||
Revenue, net | 6,014,245 | 4,778,866 |
Operating expenses | 7,617,992 | 5,852,095 |
Loss from operations | (1,603,747) | (1,073,229) |
Other income (expense) | (70,996) | (410) |
Loss before income taxes | (1,674,743) | (1,073,639) |
Net loss attributable to common shareholders | $ (1,674,743) | $ (1,073,639) |
Net loss per common share - basic | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding during the period - basic | 208,288,685 | 207,100,000 |
Tapped and Packed Ltd [Member] | ||
Revenue, net | $ 1,810,171 | $ 2,208,971 |
Operating expenses | 1,887,572 | 2,058,828 |
Loss from operations | (77,401) | 150,143 |
Other income (expense) | (1,199) | (873) |
Loss before income taxes | (78,600) | 149,270 |
Net loss attributable to common shareholders | (78,600) | 149,270 |
Bea's [Member] | ||
Revenue, net | 2,004,068 | 2,471,550 |
Operating expenses | 2,801,588 | 2,885,938 |
Loss from operations | (797,520) | (414,388) |
Other income (expense) | ||
Loss before income taxes | (797,520) | (414,388) |
Net loss attributable to common shareholders | (797,520) | (414,388) |
Cafe2u [Member] | ||
Revenue, net | 1,703,889 | 3,206,101 |
Operating expenses | 1,937,149 | 3,180,131 |
Loss from operations | (233,260) | 25,970 |
Other income (expense) | ||
Loss before income taxes | (233,260) | 25,970 |
Net loss attributable to common shareholders | (233,260) | 25,970 |
Roastery Department Ltd [Member] | ||
Revenue, net | 654,780 | 529,559 |
Operating expenses | 830,405 | 783,134 |
Loss from operations | (175,625) | (253,575) |
Other income (expense) | ||
Loss before income taxes | (175,625) | (253,575) |
Net loss attributable to common shareholders | (175,625) | (253,575) |
Dollop Coffee, LLC [Member] | ||
Revenue, net | 10,515,437 | 10,515,437 |
Operating expenses | 10,920,579 | 10,920,579 |
Loss from operations | (405,142) | (405,142) |
Other income (expense) | ||
Loss before income taxes | (405,142) | (405,142) |
Net loss attributable to common shareholders | $ (405,142) | $ (405,142) |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Inventory | $ 391,824 | $ 96,938 | $ 47,477 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Inventory | $ 391,824 | $ 96,938 | $ 47,477 |
Consumable Products [Member] | |||
Inventory | 73,758 | 39,775 | 17,894 |
Cold Brew [Member] | |||
Inventory | 9,687 | ||
Retail Products [Member] | |||
Inventory | 34,333 | 18,030 | 24,117 |
Food and Drinks [Member] | |||
Inventory | $ 274,046 | $ 39,133 | $ 5,466 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 99,460 | $ 539,539 | $ 183,374 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Fixed assets, gross | $ 6,667,410 | $ 2,873,088 | $ 2,294,264 |
Less: Accumulated depreciation | (1,297,274) | (897,016) | (622,088) |
Fixed assets, net | 5,370,135 | 1,976,072 | 1,672,176 |
Computer Equipment [Member] | |||
Fixed assets, gross | 81,783 | 88,484 | 62,038 |
Motor Vehicles [Member] | |||
Fixed assets, gross | 63,481 | ||
Office Equipment [Member] | |||
Fixed assets, gross | 37,307 | 22,599 | 22,526 |
Site Furniture, Fixtures and Fittings [Member] | |||
Fixed assets, gross | 797,509 | 454,070 | 366,661 |
Leasehold Improvements [Member] | |||
Fixed assets, gross | 4,957,158 | 1,808,104 | 1,606,067 |
Site Equipment and Machinery [Member] | |||
Fixed assets, gross | $ 730,172 | $ 499,831 | $ 236,972 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 7,271 | $ 3,497 | $ 2,357 |
Goodwill | $ 2,013,119 | $ 11,385,139 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite Lived Intangible Assets Future Amortization Expense (Details) | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 | $ 7,603 |
2020 | |
2021 | |
2022 | |
2023 | |
Future | |
Total |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance, beginning | $ 2,013,254 | |
Acquisitions | 2,013,254 | 9,371,885 |
Balance, ending | $ 2,013,254 | $ 11,385,139 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Aug. 09, 2018USD ($) | Feb. 13, 2018USD ($) | Oct. 17, 2017USD ($) | Jul. 28, 2017USD ($) | May 31, 2017USD ($)shares | May 31, 2017GBP (£)shares | Sep. 30, 2016USD ($)shares | Sep. 30, 2016GBP (£)shares | Sep. 08, 2016GBP (£) | Sep. 02, 2016USD ($)shares | Jul. 28, 2016USD ($) | Jul. 01, 2014USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Dec. 31, 2017USD ($) | Dec. 31, 2017GBP (£) | Aug. 31, 2017USD ($) | Aug. 31, 2017GBP (£) | Jul. 28, 2016GBP (£) | Jan. 31, 2016USD ($) | Oct. 31, 2015USD ($) | Jul. 31, 2015USD ($) | Apr. 30, 2015USD ($) | Jul. 31, 2014USD ($) | Jul. 01, 2014GBP (£) |
Note payable balance due converted into shares, value | $ 320,000 | ||||||||||||||||||||||||
Note payable balance due converted into shares | shares | 115,000,000 | ||||||||||||||||||||||||
Notes payable - current | $ 482,417 | $ 172,375 | $ 139,419 | ||||||||||||||||||||||
Notes payable - non current | 1,258,306 | 344,361 | 371,886 | ||||||||||||||||||||||
DEPT-UK [Member] | |||||||||||||||||||||||||
Notes payable - current | 105,834 | ||||||||||||||||||||||||
Notes payable - non current | 211,975 | ||||||||||||||||||||||||
HSBC [Member] | |||||||||||||||||||||||||
Debt Instrument, Term | 5 years | 4 years | |||||||||||||||||||||||
Debt Interest rate | 5.51% | 4.50% | |||||||||||||||||||||||
Debt amount | $ 437,992 | 264,587 | 391,828 | 409,718 | |||||||||||||||||||||
Loan initially drawn amount | $ 115,767 | ||||||||||||||||||||||||
HSBC [Member] | DEPT-UK [Member] | |||||||||||||||||||||||||
Debt amount | 23,356 | 68,925 | |||||||||||||||||||||||
Notes payable - current | 129,814 | ||||||||||||||||||||||||
Notes payable - non current | 41,826 | ||||||||||||||||||||||||
Chase SBA [Member] | |||||||||||||||||||||||||
Debt Instrument, Term | 10 years | ||||||||||||||||||||||||
Debt Interest rate | 6.51% | ||||||||||||||||||||||||
Debt amount | $ 217,500 | 191,666 | |||||||||||||||||||||||
Notes payable - current | 191,667 | ||||||||||||||||||||||||
Notes payable - non current | 161,960 | ||||||||||||||||||||||||
Chase [Member] | |||||||||||||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||||||||||||
Debt Interest rate | 8.35% | ||||||||||||||||||||||||
Debt amount | $ 650,000 | 614,702 | |||||||||||||||||||||||
Notes payable - current | 614,702 | ||||||||||||||||||||||||
Notes payable - non current | 506,810 | ||||||||||||||||||||||||
Travis Schaffner [Member] | |||||||||||||||||||||||||
Debt Interest rate | 1.83% | ||||||||||||||||||||||||
Debt amount | $ 449,054 | 398,210 | |||||||||||||||||||||||
Notes payable - current | 60,000 | ||||||||||||||||||||||||
Notes payable - non current | 338,210 | ||||||||||||||||||||||||
Debt maturity date | Jan. 20, 2026 | ||||||||||||||||||||||||
Pinnacle Capital Partners [Member] | |||||||||||||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||||||||||||
Debt Interest rate | 6.00% | ||||||||||||||||||||||||
Debt amount | $ 101,700 | 81,385 | |||||||||||||||||||||||
Notes payable - current | 26,346 | ||||||||||||||||||||||||
Notes payable - non current | 55,039 | ||||||||||||||||||||||||
Nami Shams [Member] | Promissory Note One [Member] | |||||||||||||||||||||||||
Debt amount | 2,194 | 2,194 | 2,194 | $ 2,194 | |||||||||||||||||||||
Nami Shams [Member] | Promissory Note Two [Member] | |||||||||||||||||||||||||
Debt amount | 5,067 | 5,067 | 5,067 | $ 5,067 | |||||||||||||||||||||
Nami Shams [Member] | Promissory Note Three [Member] | |||||||||||||||||||||||||
Debt amount | 5,065 | 5,065 | 5,065 | $ 5,065 | |||||||||||||||||||||
Nami Shams [Member] | Promissory Note Four [Member] | |||||||||||||||||||||||||
Debt amount | 15,873 | 15,873 | 15,873 | $ 15,873 | |||||||||||||||||||||
Nami Shams [Member] | Promissory Note Five [Member] | |||||||||||||||||||||||||
Debt amount | $ 4,349 | $ 4,349 | $ 4,349 | $ 4,349 | |||||||||||||||||||||
GBP [Member] | HSBC [Member] | |||||||||||||||||||||||||
Debt amount | £ | £ 90,000 | £ 249,067 | £ 290,243 | £ 317,941 | £ 352,500 | ||||||||||||||||||||
Loan initially drawn amount | £ | £ 93,178 | ||||||||||||||||||||||||
Deij Capital [Member] | |||||||||||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||||||||
Debt Interest rate | 0.00% | ||||||||||||||||||||||||
Debt amount | $ 171,437 | ||||||||||||||||||||||||
Deij Capital [Member] | Preference Shares [Member] | |||||||||||||||||||||||||
Note payable balance due converted into shares, value | $ 63,990 | $ 179,534 | |||||||||||||||||||||||
Note payable balance due converted into shares | shares | 51,500 | 51,500 | 135,464 | 135,464 | |||||||||||||||||||||
Deij Capital [Member] | GBP [Member] | |||||||||||||||||||||||||
Debt amount | £ | £ 100,000 | ||||||||||||||||||||||||
Note payable balance due converted into shares, value | £ | £ 135,464 | ||||||||||||||||||||||||
Deij Capital [Member] | GBP [Member] | Preference Shares [Member] | |||||||||||||||||||||||||
Note payable balance due converted into shares, value | £ | £ 51,500 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | |
Principal, current | $ 1,751,510 | $ 528,144 | $ 512,345 | |
Accrued Interest, current | 16,406 | 14,334 | ||
Total, current | 482,417 | 172,375 | 139,419 | |
Arch Investments One [Member] | ||||
Principal, current | 2,194 | 2,194 | 2,194 | |
Accrued Interest, current | ||||
Total, current | 2,194 | 2,194 | 2,194 | |
Arch Investments Two [Member] | ||||
Principal, current | 5,067 | 5,067 | 5,067 | |
Accrued Interest, current | ||||
Total, current | 5,067 | 5,067 | 5,067 | |
Arch Investments Three [Member] | ||||
Principal, current | 5,065 | 5,065 | 5,065 | |
Accrued Interest, current | ||||
Total, current | 5,065 | 5,065 | 5,065 | |
Arch Investments Four [Member] | ||||
Principal, current | 15,873 | 15,873 | 15,873 | |
Accrued Interest, current | ||||
Total, current | 15,873 | 15,873 | 15,873 | |
Arch Investments Five [Member] | ||||
Principal, current | 4,349 | 4,349 | 4,349 | |
Accrued Interest, current | ||||
Total, current | 4,349 | 4,349 | 4,349 | |
HSBC One [Member] | ||||
Principal, current | 262,158 | 391,898 | 409,718 | |
Accrued Interest, current | 13,343 | 4,852 | ||
Total, current | 275,501 | 396,750 | 409,718 | |
HSBC Two [Member] | ||||
Principal, current | 65,158 | 92,281 | ||
Accrued Interest, current | 3,068 | 9,482 | ||
Total, current | 68,222 | 101,763 | ||
Deij Capital [Member] | ||||
Principal, current | [1] | 10,786 | 11,417 | 70,079 |
Accrued Interest, current | [1] | |||
Total, current | [1] | 10,786 | 11,417 | 70,079 |
Chase SBA [Member] | ||||
Principal, current | 191,667 | |||
Accrued Interest, current | ||||
Total, current | 191,667 | |||
Chase [Member] | ||||
Principal, current | 614,702 | |||
Accrued Interest, current | ||||
Total, current | 614,702 | |||
Pinnacle [Member] | ||||
Principal, current | 81,385 | |||
Accrued Interest, current | ||||
Total, current | 81,385 | |||
Schaffner [Member] | ||||
Principal, current | 398,210 | |||
Accrued Interest, current | ||||
Total, current | 398,210 | |||
Coffee Global Loan [Member] | ||||
Principal, current | (8,724) | |||
Accrued Interest, current | ||||
Total, current | (8,724) | |||
BSD LLC Loan [Member] | ||||
Principal, current | 226 | |||
Accrued Interest, current | ||||
Total, current | 226 | |||
Citibank LOC [Member] | ||||
Principal, current | 65,589 | |||
Accrued Interest, current | ||||
Total, current | 65,589 | |||
HP Loan [Member] | ||||
Principal, current | 15,160 | |||
Accrued Interest, current | ||||
Total, current | 15,160 | |||
HSBC Three [Member] | ||||
Principal, current | 22,644 | |||
Accrued Interest, current | ||||
Total, current | $ 22,644 | |||
[1] | Related party |
Notes Payable - Schedule of Mat
Notes Payable - Schedule of Maturities of Long-term Debt (Details) | Dec. 31, 2018USD ($) |
Notes Payable - Schedule Of Maturities Of Long-term Debt | |
2019 | $ 482,417 |
2020 | 328,861 |
2021 | 281,175 |
2022 | 201,374 |
2023 | 234,077 |
Future | 223,606 |
Total | $ 1,751,510 |
Related Parties Transactions (D
Related Parties Transactions (Details Narrative) | Dec. 21, 2018USD ($) | Dec. 31, 2018GBP (£) | Aug. 31, 2017USD ($) | Aug. 31, 2017GBP (£) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Dec. 31, 2017USD ($) | Dec. 31, 2017GBP (£) | Aug. 31, 2017GBP (£) |
Allesch-Taylor [Member] | |||||||||
Due to related party | $ 41,174 | $ 37,698 | $ 39,667 | ||||||
Lopez [Member] | |||||||||
Due to related party | 893 | $ 25,581 | 665 | ||||||
Dee Light Bakery Limited [Member] | |||||||||
Ownership percentage | 50.00% | 50.00% | |||||||
Roastery Department Ltd [Member] | |||||||||
Payables to related party | 1,198,811 | ||||||||
Sales | 530,780 | ||||||||
Receivables from related party | |||||||||
Deij Capital [Member] | |||||||||
Notes payable | 70,079 | $ 0 | $ 11,413 | ||||||
Mr. Shahid [Member] | |||||||||
Payables to related party | 67,803 | ||||||||
MDG [Member] | |||||||||
Company advanced to other party | $ 511,738 | ||||||||
Percentage on option to purchase of share capital | 100.00% | ||||||||
Option expiration date | Dec. 20, 2038 | ||||||||
GBP [Member] | Allesch-Taylor [Member] | |||||||||
Due to related party | £ | £ 28,777 | £ 29,383 | £ 31,951 | ||||||
GBP [Member] | Roastery Department Ltd [Member] | |||||||||
Purchases of cakes, value | £ | £ 217,418 | ||||||||
Payables to related party | £ | 930,277 | ||||||||
Receivables from related party | £ | |||||||||
GBP [Member] | Deij Capital [Member] | |||||||||
Notes payable | £ | £ 0 | £ 8,454 | £ 56,454 | ||||||
GBP [Member] | MDG [Member] | |||||||||
Company advanced to other party | $ 401,402 | ||||||||
Options to acquire entity | $ 1 | ||||||||
Dee Light Bakery Limited [Member] | |||||||||
Purchases of cakes, value | $ 194,352 | ||||||||
Dee Light Bakery Limited [Member] | GBP [Member] | |||||||||
Purchases of cakes, value | £ | £ 150,817 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) | Dec. 02, 2018USD ($)shares | Dec. 02, 2018GBP (£)shares | May 23, 2018shares | Jan. 17, 2018USD ($)shares | Dec. 14, 2017USD ($)shares | Dec. 14, 2017GBP (£)shares | Dec. 05, 2017USD ($)shares | Dec. 05, 2017GBP (£)shares | Feb. 28, 2017USD ($)shares | Feb. 28, 2017GBP (£)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017GBP (£) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018GBP (£) | Aug. 31, 2017USD ($)$ / sharesshares |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||
Outstanding preference shares issued for related party | 1,708,209 | 1,603,460 | 368,209 | ||||||||||||
Non- controlling interest | $ | $ 638 | $ 4,077 | $ 1,230 | ||||||||||||
Proceeds from issuance of preferred stock | $ | $ 111,061 | $ 45,000 | $ 25,000 | ||||||||||||
Preferred stock, shares issued | 79,563 | 33,488 | 33,488 | 18,583 | 18,583 | ||||||||||
Roastery Department Ltd [Member] | |||||||||||||||
Proceeds from issuance of preferred stock | $ | $ 3,506,433 | ||||||||||||||
Preferred stock, shares issued | 2,750,000 | 2,750,000 | |||||||||||||
Deij Capital [Member] | |||||||||||||||
Preference shares issued to exchange debt, shares | 51,500 | 51,500 | |||||||||||||
Preference shares issued to exchange debt | $ | $ 36,500 | ||||||||||||||
DEPT-UK [Member] | |||||||||||||||
Non- controlling interest rate | 0.20% | ||||||||||||||
Proceeds from issuance of preferred stock | $ | $ 26,558 | $ 10,592,782 | |||||||||||||
Preferred stock, shares issued | 10,934,594 | ||||||||||||||
DEPT-UK [Member] | |||||||||||||||
Preferred stock, shares issued | 20,000 | ||||||||||||||
DEPT-UK [Member] | |||||||||||||||
Preference shares, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||
Preference shares, par value | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||
Preference shares, Outstanding | 3,575,078 | 14,509,672 | 1,642,826 | ||||||||||||
Preferred stock, shares issued | 3,575,078 | 14,509,672 | 1,642,826 | ||||||||||||
DEPT-UK [Member] | Preference Shares [Member] | |||||||||||||||
Preference shares, Outstanding | 3,575,078 | 14,509,672 | 1,642,826 | ||||||||||||
GBP [Member] | |||||||||||||||
Preference shares, par value | $ / shares | $ 1 | ||||||||||||||
Proceeds from issuance of preferred stock | £ | £ 33,488 | £ 18,583 | |||||||||||||
GBP [Member] | Roastery Department Ltd [Member] | |||||||||||||||
Proceeds from issuance of preferred stock | £ | £ 2,750,000 | ||||||||||||||
GBP [Member] | Deij Capital [Member] | |||||||||||||||
Preference shares issued to exchange debt | £ | £ 51,500 | ||||||||||||||
GBP [Member] | DEPT-UK [Member] | |||||||||||||||
Proceeds from issuance of preferred stock | £ | £ 20,000 | £ 8,184,574 | |||||||||||||
Dollop Coffee, LLC [Member] | |||||||||||||||
Number of common stock shares issued for acquisitions | 62,500 | 62,500 | |||||||||||||
Third Parties [Member] | |||||||||||||||
Number of common stock shares issued for acquisitions | 1,932,239 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Common stock, shares authorized | 250,000,000 | ||||||||||||||
Preference shares, shares authorized | 25,000,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Changes in the Company's Ownership Interest in its Subsidiaries (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Aug. 31, 2017 | |
Equity [Abstract] | ||
Net loss attributable to The Coffeesmiths Collective, Inc. | $ 2,682,300 | |
Decrease in additional paid in capital related to Recognition of Non-Controlling Interest Attributable to Department of Coffee and Social Affairs Ltd. | 4,077 | $ 85,292 |
Change in net loss attributable to The Coffeesmiths Collective, Inc. and transfers to Non-Controlling Interest | $ 2,678,222 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 252,528 | $ 1,488,265 | $ 463,655 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 2,607,092 |
2020 | 2,411,427 |
2021 | 2,192,946 |
2022 | 1,828,417 |
2023 | 1,408,960 |
Future | 3,505,437 |
Total | $ 13,954,279 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 4 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2017GBP (£) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Aug. 31, 2017USD ($) | Aug. 31, 2017GBP (£) | |
Sales revenue | $ 2,066,111 | $ 10,049,846 | $ 4,180,483 | |||
One Customer [Member] | ||||||
Sales revenue | $ 295,659 | $ 535,785 | $ 557,416 | |||
Contract expiry date | Feb. 28, 2020 | Feb. 28, 2020 | ||||
One Customer [Member] | GBP [Member] | ||||||
Sales revenue | £ | £ 223,476 | £ 408,996 | £ 426,180 | |||
Sale revenue, percentage | 14.30% | 14.30% | 5.30% | 5.30% | 13.30% | 13.30% |
Revenue Classes - Schedule of O
Revenue Classes - Schedule of Operating Revenue Classes (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Revenues | $ 2,066,111 | $ 10,049,846 | $ 4,180,483 |
Coffee and Complementary Food Products [Member] | |||
Revenues | 1,823,938 | 9,306,337 | 3,669,307 |
Coffee School [Member] | |||
Revenues | 3,704 | 7,592 | 12,425 |
Management Fees [Member] | |||
Revenues | $ 238,468 | $ 735,917 | $ 498,751 |
Capital Lease Obligations - Sch
Capital Lease Obligations - Schedule of Capital Lease Obligations (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Total fixed assets | $ 6,667,410 | $ 2,873,088 | $ 2,294,264 |
Less: Accumulated depreciation | 1,297,274 | 897,016 | 622,088 |
Fixed assets, net | 5,370,135 | 1,976,072 | 1,672,176 |
Computer Equipment [Member] | |||
Total fixed assets | 81,783 | 88,484 | 62,038 |
Office Equipment [Member] | |||
Total fixed assets | 37,307 | 22,599 | 22,526 |
Capital Lease Obligations [Member] | |||
Total fixed assets | 431,995 | 520,591 | 667,131 |
Less: Accumulated depreciation | 106,739 | 69,857 | 240,246 |
Fixed assets, net | 325,256 | 450,733 | 426,885 |
Capital Lease Obligations [Member] | Computer Equipment [Member] | |||
Total fixed assets | 57,128 | ||
Capital Lease Obligations [Member] | Office Equipment [Member] | |||
Total fixed assets | 86,476 | 20,420 | |
Capital Lease Obligations [Member] | Site Equipment and Machinery [Member] | |||
Total fixed assets | 263,469 | 356,778 | 355,914 |
Capital Lease Obligations [Member] | Site Fit Out Costs [Member] | |||
Total fixed assets | 23,274 | 25,358 | |
Capital Lease Obligations [Member] | Site Furniture, Fixtures and Fittings [Member] | |||
Total fixed assets | $ 58,776 | $ 138,454 | $ 233,669 |
Capital Lease Obligations - S_2
Capital Lease Obligations - Schedule of Capital Lease Obligations Future Minimum Payment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Debt Disclosure [Abstract] | |||
2019 | $ 201,294 | ||
2020 | 190,601 | ||
2021 | 62,972 | ||
2022 | 25,655 | ||
2023 | |||
Future | |||
Total | 480,522 | ||
Less: Interest | 59,701 | ||
Present value of minimum lease payments | 420,821 | ||
Less: Current portion of capital lease obligations | 175,005 | $ 237,874 | $ 116,146 |
Capital lease obligations, net of current portion | $ 245,816 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 300,416 | $ 919,868 | $ 88,646 |
Net operating loss carry forwards expiration | expires through the year 2039 | ||
Federal tax rate | 21.00% | ||
Valuation allowance | 100.00% | 100.00% | |
Deferred tax assets valuation allowance | $ 177,351 | $ 561,409 | $ 30,140 |
Income tax rate description | On December 22, 2017, the United States Government passed new tax legislation that, among other provisions, will lower the corporate tax rate from 34% to 21%. | ||
Corporate tax rate | 21.00% |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Income Tax (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Aug. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ (9,331) | $ (30,812) | $ (45,553) |
Non-U.S. | (3,555) | (481,759) | (367,468) |
State income taxes, net of federal income tax benefit | (89,615) | (11,738) | (3,606) |
Federal | 4,618 | 15,832 | |
Non-U.S. | 102,501 | 519,691 | 367,468 |
Change in valuation allowance | 33,327 | ||
Total |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforward | $ 561,409 | $ 177,351 | $ 30,140 |
Less: Deferred tax asset valuation allowance | (561,409) | (177,351) | (30,140) |
Total net deferred taxes |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 4 Months Ended | 12 Months Ended | ||
Apr. 15, 2019GBP (£)CoffeeShops | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2017USD ($) | |
Value of trademark and assets acquired | $ | $ 4,779 | |||
Subsequent Event [Member] | GBP [Member] | ||||
Number of coffee shops acquired | CoffeeShops | 18 | |||
Value of trademark and assets acquired | £ | £ 5,700,000 |