Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Feb. 29, 2020 | Jul. 09, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Momentous Holdings Corp. | |
Entity Central Index Key | 0001653876 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 29, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --05-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,165,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Emerging Growth Company | true | |
Transition Period | false | |
Small Business Entity | true | |
Interactive data current? | Yes | |
Incorporation state | NV | |
Entity file number | 333-20163 | |
Entity shell company | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) | Feb. 29, 2020GBP (£) | May 31, 2019USD ($) | May 31, 2019GBP (£) |
Current Assets | |||
Cash | £ 7,555 | $ 4,840 | |
Accounts receivable | 12,573 | 17,309 | |
Accounts receivable from related party | 1,606 | 2,238 | |
Prepaid expenses and other | 10,044 | 3,484 | |
Total Current Assets | 31,778 | 27,871 | |
Intangible asset | 48,789 | 48,125 | |
Property and Equipment, net of accumulated depreciation of $3,359 and $1,971, respectively | 6,637 | 1,899 | |
TOTAL ASSETS | 87,204 | 77,895 | |
Current Liabilities | |||
Accounts payable | 49,438 | 10,470 | |
Due to related parties | 174,149 | 96,615 | |
Convertible note payable, net of unamortized discount of $82,767 | 12,459 | £ 0 | |
Derivative liability | 79,800 | £ 0 | |
Other short term borrowings | 18,601 | 17,424 | |
Other accrued expenses and liabilities | 88,918 | 59,914 | |
Total Current Liabilities | 423,365 | 184,423 | |
Total Liabilities | 423,365 | 184,423 | |
Stockholders' Deficit | |||
Common stock, $0.001 par value, 75,000,000 shares authorized; 34,165,000 and 34,115,000 shares issued and outstanding as of February 29, 2020 and May 31, 2019, respectively | 34,165 | 34,115 | |
Additional paid-in capital | 28,257 | 7,807 | |
Accumulated deficit | (397,445) | (152,605) | |
Accumulated other comprehensive (deficit)/income | (1,138) | 4,155 | |
Total Stockholders' Deficit | (336,161) | (106,528) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | £ 87,204 | $ 77,895 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) | Feb. 29, 2020USD ($)$ / sharesshares | Feb. 29, 2020GBP (£)shares | May 31, 2019USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |||
Accumulated depreciation | $ | $ 3,359 | $ 1,971 | |
Unamortized discount | £ | £ 82,767 | ||
Common stock, par value | $ / shares | $ 0.001 | $ .001 | |
Common stock, shares authorized | 750,000,000 | 750,000,000 | 75,000,000 |
Common stock, shares issued | 34,165,000 | 34,165,000 | 34,115,000 |
Common stock, shares outstanding | 34,165,000 | 34,165,000 | 34,115,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations And Other Comprehensive Loss (Unaudited) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2018$ / shares | Jul. 31, 2018GBP (£)shares | Feb. 29, 2020USD ($)$ / sharesshares | Feb. 29, 2020GBP (£)shares | Feb. 28, 2019$ / shares | Feb. 28, 2019GBP (£)shares | Feb. 28, 2019$ / shares | Feb. 28, 2019GBP (£)shares | Feb. 29, 2020$ / shares | Feb. 29, 2020GBP (£)shares | |
Revenues | ||||||||||
Total sales | £ 26,067 | £ 35,026 | £ 25,638 | £ 84,989 | £ 144,458 | |||||
Cost of goods sold | (22,559) | (34,823) | (25,750) | (68,542) | (113,241) | |||||
Gross Profit | 3,508 | 203 | (112) | 16,447 | 31,217 | |||||
Operating Expenses | ||||||||||
General and administrative expenses | 26,949 | 164,846 | 37,698 | 125,794 | 282,876 | |||||
Selling and distribution expenses | 409 | 1,090 | 1,329 | 2,737 | 3,676 | |||||
Total Operating Expenses | 27,358 | 165,936 | 39,027 | 128,531 | 286,552 | |||||
Operating Loss | (23,850) | (165,733) | (39,139) | (112,084) | (255,335) | |||||
Other income/(expense) | 2,681 | (12,809) | 6,718 | 10,732 | (3,087) | |||||
Gain on change in fair value of derivative liabilty | 0 | 15,200 | 0 | 0 | 15,200 | |||||
Interest expense | 0 | (174) | (203) | (383) | (1,618) | |||||
Loss before Income Taxes | (21,169) | (163,516) | (32,624) | (101,735) | (244,840) | |||||
Income Taxes | 0 | 0 | 0 | 0 | 0 | |||||
Net Loss | (21,169) | (163,516) | (32,624) | (101,735) | (244,840) | |||||
Other Comprehensive Income | ||||||||||
Foreign currency translation adjustment | 2,819 | 3,262 | (4,570) | (796) | (5,293) | |||||
Total Comprehensive Loss | £ (18,350) | £ (160,254) | £ (37,194) | £ (102,531) | £ (250,133) | |||||
Net Loss per Share: Basic and Diluted | $ / shares | $ (211.69) | $ 0 | $ 0 | $ 0 | $ (0.01) | |||||
Weighted Average Number of Shares Outstanding: Basic and Diluted | shares | 100 | 34,165,000 | 34,165,000 | 29,638,958 | 20,828,656 | 34,150,073 | ||||
Sales [Member] | ||||||||||
Revenues | ||||||||||
Total sales | £ 23,938 | $ 35,026 | £ 25,638 | £ 83,026 | £ 144,458 | |||||
Sales to related party [Member] | ||||||||||
Revenues | ||||||||||
Total sales | £ 2,129 | $ 0 | £ 0 | £ 1,963 | £ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes Stockholders' Deficit (Unaudited) | Common StockUSD ($)shares | Common StockGBP (£)shares | Additional Paid-In CapitalUSD ($) | Additional Paid-In CapitalGBP (£) | Accumulated DeficitGBP (£) | Accumulated Other Comprehensive IncomeGBP (£) | USD ($) | GBP (£) |
Beginning balance, shares at Jul. 31, 2018 | 15,750,000 | 15,750,000 | ||||||
Beginning balance, value at Jul. 31, 2018 | $ | $ 15,750 | $ (15,750) | $ (15,038) | |||||
Net loss | £ | £ (52,812) | £ (52,812) | ||||||
Foreign currency translation adjustment | £ | £ 1,931 | 1,931 | ||||||
Ending balance, shares at Aug. 31, 2018 | 15,750,000 | 15,750,000 | ||||||
Ending balance, value at Aug. 31, 2018 | $ | $ 15,750 | (15,750) | (65,919) | |||||
Beginning balance, shares at Jul. 31, 2018 | 15,750,000 | 15,750,000 | ||||||
Beginning balance, value at Jul. 31, 2018 | $ | $ 15,750 | (15,750) | (15,038) | |||||
Net loss | £ | (101,735) | |||||||
Ending balance, shares at Feb. 28, 2019 | 34,015,000 | 34,015,000 | ||||||
Ending balance, value at Feb. 28, 2019 | $ | $ 34,015 | (42,093) | (125,647) | |||||
Beginning balance, shares at Aug. 31, 2018 | 15,750,000 | 15,750,000 | ||||||
Beginning balance, value at Aug. 31, 2018 | $ | $ 15,750 | (15,750) | (65,919) | |||||
Net loss | £ | (16,299) | (16,299) | ||||||
Foreign currency translation adjustment | £ | 1,843 | 1,843 | ||||||
Ending balance, shares at Nov. 30, 2018 | 15,750,000 | 15,750,000 | ||||||
Ending balance, value at Nov. 30, 2018 | £ | £ 15,750 | £ (15,750) | (83,836) | 3,461 | (80,375) | |||
Net loss | £ | (32,624) | |||||||
Issuance of common stock issued for cash, shares | 20,000 | 20,000 | ||||||
Issuance of common stock issued for cash, value | £ | £ 20 | 9,980 | 10,000 | |||||
Foreign currency translation adjustment | $ | (4,570) | |||||||
Reverse capitalization, shares | 18,245,000 | 18,245,000 | ||||||
Reverse capitalization, value | £ | £ 18,245 | (36,323) | (18,078) | |||||
Ending balance, shares at Feb. 28, 2019 | 34,015,000 | 34,015,000 | ||||||
Ending balance, value at Feb. 28, 2019 | $ | $ 34,015 | (42,093) | (125,647) | |||||
Beginning balance, shares at May. 31, 2019 | 34,115,000 | 34,115,000 | ||||||
Beginning balance, value at May. 31, 2019 | $ | $ 34,115 | 7,807 | (106,528) | |||||
Net loss | $ | (25,554) | |||||||
Issuance of common stock issued for cash, shares | 40,000 | 40,000 | ||||||
Issuance of common stock issued for cash, value | $ | $ 40 | 14,960 | 15,000 | |||||
Foreign currency translation adjustment | $ | 509 | |||||||
Ending balance, shares at Aug. 31, 2019 | 34,155,000 | 34,155,000 | ||||||
Ending balance, value at Aug. 31, 2019 | $ | $ 34,155 | 22,767 | (116,573) | |||||
Beginning balance, shares at May. 31, 2019 | 34,115,000 | 34,115,000 | ||||||
Beginning balance, value at May. 31, 2019 | $ | $ 34,115 | 7,807 | (106,528) | |||||
Net loss | £ | (244,840) | |||||||
Ending balance, shares at Feb. 29, 2020 | 34,165,000 | 34,165,000 | ||||||
Ending balance, value at Feb. 29, 2020 | $ 34,165 | 28,257 | (336,161) | |||||
Beginning balance, shares at Aug. 31, 2019 | 34,155,000 | 34,155,000 | ||||||
Beginning balance, value at Aug. 31, 2019 | $ | $ 34,155 | 22,767 | (116,573) | |||||
Net loss | £ | (55,770) | (55,770) | ||||||
Issuance of common stock for services provided, shares | 10,000 | 10,000 | ||||||
Issuance of common stock for services provided, value | £ | £ 10 | 5,490 | 5,500 | |||||
Foreign currency translation adjustment | £ | (9,064) | (9,064) | ||||||
Ending balance, shares at Nov. 30, 2019 | 34,165,000 | 34,165,000 | ||||||
Ending balance, value at Nov. 30, 2019 | £ | £ 34,165 | £ 28,257 | £ (233,929) | £ (4,400) | (175,907) | |||
Net loss | £ | (163,516) | |||||||
Foreign currency translation adjustment | $ | $ 3,262 | |||||||
Ending balance, shares at Feb. 29, 2020 | 34,165,000 | 34,165,000 | ||||||
Ending balance, value at Feb. 29, 2020 | $ 34,165 | $ 28,257 | £ (336,161) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2018GBP (£) | Feb. 28, 2019GBP (£) | Feb. 29, 2020GBP (£) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | £ (21,169) | £ (101,735) | £ (244,840) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization expense | 265 | 1,353 | 1,388 |
Loss on goodwill impairment | 0 | 49,581 | 0 |
Gain on change in fair value of derivative liability | 0 | 0 | (15,200) |
Amortization of debt discount | 0 | 0 | 12,233 |
Interest payable on convertible note payable | 0 | 0 | 226 |
Issue of common stock for services | 0 | 0 | 5,500 |
Changes in assets and liabilities: | |||
Accounts payable | 747 | 10,345 | 38,968 |
Accounts receivable - third party | (6,276) | 15,389 | 4,736 |
Accounts receivable - related party | 8,006 | 3,688 | 632 |
Prepaid expenses | 1,239 | (325) | (6,560) |
Accrued expenses | 155 | (1,543) | 12,835 |
Taxes payable | 5,107 | 1,772 | 16,169 |
Net cash used in operating activities | (11,926) | (21,475) | (173,913) |
CASH FLOW FROM INVESTING ACTIVITIES | |||
Purchase of fixed assets | (3,179) | (1,474) | (6,179) |
Net cash used in investing activities | (3,179) | (1,474) | (6,179) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from the sale of common stock | 0 | 10,000 | 15,000 |
Proceeds from convertible note payable | 0 | 0 | 95,000 |
Overdraft advanced | 7,481 | 0 | 3,569 |
Loans advanced | 0 | 11,573 | 0 |
Loans repaid | 0 | (6,257) | (2,392) |
Related party loans advanced | 0 | 21,472 | 76,871 |
Net cash provided by financing activities | 7,481 | 36,788 | 188,048 |
Effect of exchange rate changes on cash | 2,821 | (8,343) | (5,241) |
Changes in cash | £ (4,803) | 5,496 | 2,715 |
Cash at end of period | £ 5,694 | £ 7,555 |
1. Organization, Description of
1. Organization, Description of Business and Basis of Presentation | 9 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Basis of Presentation | NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION We were incorporated as Momentous Holdings Corp., (“the Company”), on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers. On August 1, 2018, V Beverages Limited (“V Beverages”) acquired MaxChater Ltd. (“MaxChater”) for £1 ($1). MaxChater is the operating entity in the transaction and is therefore viewed as the predecessor entity for financial reporting purposes, and V Beverages is viewed as the successor entity. The acquisition of MaxChater by V Beverages was accounted for using the acquisition method of accounting, and the excess of the consideration paid over the net liabilities acquired, representing goodwill on acquisition, was fully impaired at the date of the transaction, as further described in the Company’s recently filed Form 10-K. On December 31, 2018, the Company entered into a Share Exchange Agreement with Andrew Eddy (“Owner”), an individual residing in Great Britain and owner of 100% of the issued and outstanding capital shares of V Beverages, a company organized under the laws of the United Kingdom (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding capital shares of V Beverages (the “Target Shares”). Upon the closing of the transaction under the Share Exchange Agreement, the Owner transferred the Target Shares to the Company in exchange for 15,750,000 shares of the Company’s common stock, par value $0.001. The board members of the Company were replaced with those of V Beverages at the date of the transaction. The transaction has been accounted for as a reverse merger and recapitalization, whereby V Beverages is considered to be the accounting acquirer and became a wholly-owned subsidiary of the Company. V Beverages is considered to be the accounting acquirer following the replacement of the Momentous Holdings Corp. board and management by V Beverages management and board member. Following the reverse merger we ceased operations of our app, the original business of the Company. The consolidated financial statements for the period ended February 29, 2020 and as of that date (successor) comprise the financial statements of Momentous Holdings Corp., together with the financial statements of V Beverages and MaxChater for the nine (9) month period from June 1, 2019 to February 29, 2020. The financial statements for the three (3) month period ended February 28, 2019 (successor) comprise the financial statements of V Beverages and MaxChater for the period from December 1, 2018 to February 28, 2019 and Momentous Holdings Corp. for the period from December 31, 3018 to February 28, 2019. The financial statements for the seven (7) month period ended February 28, 2019 (successor) comprise the financial statements of V Beverages and MaxChater for the period from August 1, 2018 to February 28, 2019 and Momentous Holdings Corp. for the period from December 31, 3018 to February 28, 2019. The financial statements for the two (2) month period ended July 31, 2018 (predecessor – separated by black bar) comprise the financial statements of MaxChater for the period from June 1, 2018 to July 31, 2018. These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period ended May 31, 2019 contained in the Company’s Form 10-K filed with the Securities and Exchange Commission on December 18, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the period ended May 31, 2019, as reported in the Company’s Form 10-K, have been omitted. |
2. Going Concern
2. Going Concern | 9 Months Ended |
Feb. 29, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a working capital deficit of $391,587, a total stockholders’ deficit of $336,161 and an accumulated deficit of $397,445 as of February 29, 2020 (successor). The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations to repay its liabilities arising from normal business operations as they become due. Details of the Company’s debt are set out in note 4. Following the completion of the 10-K for the year ended May 31, 2019, management raised funds in order to provide working capital for the immediate future and on January 13, 2020 issued a Convertible Promissory Note, details of which are set out in note 4. The ongoing coronavirus pandemic has had a significant impact on the ability of the Company to continue as a going concern and further details are set out in note 8 ‘Subsequent Events’. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The consolidated financial statements include the financial statements of Momentous Holdings Corp, together with the financial statements of V Beverages and MaxChater, presented in accordance with the basis of presentation footnote. All significant intercompany balances and transactions have been eliminated in full. Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts receivable, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The embedded conversion feature in the Convertible Note Payable that the Company issued on January 13, 2020, that became convertible during the three (3) month period ended February 29, 2020 (successor), qualifies as a derivative instrument due to a Low-Priced Security adjustment feature in the Note related to the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Company’s common stock falls or is below certain levels at any point during the 20 Trading Days prior to the Conversion Date. The valuation of the derivative liability was determined through the use of a Black Scholes option-pricing model (See note 4). Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
4. Debt
4. Debt | 9 Months Ended |
Feb. 29, 2020 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4 - DEBT Short term borrowings Short term borrowings from related parties as of February 29, 2020 (successor) were unsecured and include an amount of $48,789 due in respect of the purchase of the ‘Victory’ brand acquired in November 2017. This balance was due for repayment in two equal installments by August 2, 2019 without interest, however the terms of the credit note have been extended until August 31, 2020. The total amount loaned to the Company by the directors was $125,360 as of February 29, 2020, comprising $38,895 loaned in the prior year and additional loans made during the nine (9) month period ended February 29, 2020. The total amounts loaned to the company by related parties as of February 29, 2020 was therefore $174,149. The loans are unsecured, interest-free and have no fixed repayment terms. On August 2, 2019, the Company entered into a new £20,000 ($24,250) bank overdraft facility with an effective rate of 12.22 per cent per annum which is personally guaranteed by one of the Company’s directors. The Facility does not have a fixed or minimum duration but may be cancelled by the bank at any time. As of February 29, 2020 the Company had drawn $18,601 from the overdraft facility. Convertible note payable On January 13, 2020, the Company issued a Convertible Note Payable in the principal amount of $250,000 (the “Note”) to a venture capital firm with offices in New York, New York (the “Holder”). Per the terms of the Note, the principal amount of the Note shall accrue interest at the rate of ten percent (10%) per annum. The Note matures on January 13, 2021 and includes various rates of penalties for earlier repayment but is otherwise unsecured. The Note is convertible, at the Holder’s sole discretion, into shares of the Company’s common stock at a fixed price of $0.25 per share. The Holder is restricted from exercising its right to convert any portion of the Note if such conversion would result in the number of shares of the Company’s common stock received from such conversion plus the number of such shares beneficially owned by the Holder and its affiliates on the date of conversion equaling or exceeding more than 9.9% of the outstanding shares of the Company’s common stock. The Conversion Price is subject to Low-Priced Security adjustments due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Company’s common stock falls or is below certain levels at any point during the 20 Trading Days prior to the Conversion Date. The Note has been accounted for in accordance with ASC 815 at fair value and an embedded derivative liability measured using a Black-Scholes option pricing model. As of February 29, 2020 there is a derivative liability of $79,800 and discounted debt of $12,459 which includes accrued interest payable of $226. The change in fair value of the derivative liability during the period is as follows: Balance – June 1, 2019 $ – Debt discount recognized at inception 95,000 Loss on valuation of derivative at inception 60,800 Gain on change in fair value of derivative during the period (76,000 ) Balance – February 29, 2020 $ 79,800 The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at each measurement date: February 29, 2020 January 13, 2020 Expected term 1 year 1 year Expected average volatility 187.16% 192.99% Expected dividend yield – – Risk-free interest rate 0.97% 1.53% The following table presents the derivative financial instrument, the Company’s only financial liability measured and recorded at fair value on the company’s consolidated balance sheet on a recurring basis, and its level within the fair value hierarchy as of February 29, 2020: Amount Level 1 Level 2 Level 3 Embedded derivative liability $ 79,800 $ – $ – $ 79,800 Total $ 79,800 $ – $ – $ 79,800 As of February 29, 2020, the Company had received $95,000 under the Note. On April 17, 2020, the Company received a further $33,000 of the balance due on the Convertible Note Payable. |
5. Related Party Transactions
5. Related Party Transactions | 9 Months Ended |
Feb. 29, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 - RELATED PARTY TRANSACTIONS During the three (3) month period ended February 29, 2020 (successor), no new amounts were loaned to the Company by the directors. The total amounts due to directors as of February 29, 2020 and May 31, 2019 were $125,360 and $48,489, respectively, the change being due to the advance of new loans from the directors of $76,871 net of foreign currency translation differences from GBP in which the loans are denominated. The amounts loaned by the directors are unsecured, non-interest bearing, and due on demand. See note 4 for further details on the Company’s debt. In addition to amounts due to the current directors, the amount due to James Horan, a former director, was $9,873 as of February 29, 2020 and May 31, 2019. This amount is included in the total due of $125,360 disclosed above. The amount loaned is unsecured, non-interest bearing, and due on demand. During the three (3) month periods ended February 29, 2020 and February 28, 2019 (successor), the Company invoiced and sold products, totaling $0 to a related party, The Drafthouse, which is considered to be a related party due to there being common significant shareholders with Momentous Holdings Corp. During the two (2) month period ended July 31, 2018 (predecessor) and the seven (7) month period ended February 29, 2019 (successor), the Company invoiced and sold products totaling $2,129 to The Drafthouse. Accounts receivable balances from The Drafthouse were $0, and $2,238 as of February 29, 2020 and May 31, 2019, respectively. During the three (3) month period ended February 29, 2020 (successor), amounts totaling $5,360 were loaned by the company to an Officer and another related party. These amounts are included in Prepaid Expenses and Other in the Consolidated Balance Sheet. The loans are interest free and repayable on June 1, 2020. |
6. Capital Stock
6. Capital Stock | 9 Months Ended |
Feb. 29, 2020 | |
Equity [Abstract] | |
Capital Stock | NOTE 6 - CAPITAL STOCK During the nine (9) month period ended February 29, 2020 there were the following issues of common stock: On August 8, 2019, 40,000 shares of common stock issued for cash in the amount of $0.375 per share for a total of $15,000. On October 17, 2019, 10,000 shares of common stock issued to one of our independent service providers as additional compensation for continued service and deferment of payment owed by the Company for prior services rendered. The value of the stock based compensation was determined with reference to the market value of the Company’s shares as of October 17, 2019. |
7. Commitments and Contingencie
7. Commitments and Contingencies | 9 Months Ended |
Feb. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 - COMMITMENTS AND CONTINGENCIES Operating leases The Company operated from rent-free premises in Central London until March 26, 2018 when the Company leased approximately 300 square feet of industrial space in Tottenham, London in the United Kingdom for approximately $450 per month for a twelve month term which was cancelable by either party with one months’ notice. The Company also purchased a shipping container for additional space on location. The company incurred no rental costs for keeping the shipping container on location. On April 26, 2019, the Company entered into an agreement with a third party for the sale and leaseback of the shipping container in the amount of $2,223. Rental payment after usage of the credit from the sale and leaseback of the shipping container was agreed at approximately $1,100 per month for a three month term. On November 1, 2019, the Company relinquished the 300 square feet of industrial space and has solely retained the shipping container at a reduced rental of approximately $410 per month on a month by month term which is cancelable by either party with two weeks notice. On December 1, 2019, the Company leased approximately 500 square feet of industrial space in Walthamstow, London in the United Kingdom for approximately $1,300 per month for a two year term, which is cancelable by either party with six months’ notice. The space will be used as the new Company distillery. The Company paid approximately $1,300 as a refurbishment fee and a refundable deposit of approximately $4,000 to the Landlord. The rental expense for the nine (9) month period ended February 29, 2020 (successor) was $14,288, for the seven (7) month period ended February 28, 2019 (successor) was approximately $4,338 and for the two (2) month period ended July 31, 2018 (predecessor) was approximately $900. |
8. Subsequent Events
8. Subsequent Events | 9 Months Ended |
Feb. 29, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 - SUBSEQUENT EVENTS Coronavirus pandemic (“COVID-19”) Subsequent to the balance sheet date, the Company was significantly affected by the ongoing COVID-19 pandemic and is currently operating under severe restrictions following implemented UK Government policy. We are unable to estimate when we will resume full operations, including tours and masterclasses at this time. On March 20, 2020, the Company’s distillery was partially closed and all employees placed on furlough for the duration of the crisis, with the exception of Max Chater, the director of our wholly owned operating subsidiary. The Company has obtained financial assistance from the UK Government, and in the meantime, the business is focusing on its online sales and other means of distribution until normal business is able to resume. On April 17, 2020, the Company received a further $33,000 of the balance due on the Convertible Note Payable. On May 6, 2020, the Company obtained a bank loan of $46,200 under a UK Government backed loan scheme to assist businesses affected by COVID-19. For the first twelve (12) months of the loan, the loan is interest-free and no repayments are due. Thereafter the loan is repayable over 5 years at an interest rate of 2.5% per annum. |
3. Summary of Significant Acc_2
3. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Feb. 29, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the financial statements of Momentous Holdings Corp, together with the financial statements of V Beverages and MaxChater, presented in accordance with the basis of presentation footnote. All significant intercompany balances and transactions have been eliminated in full. |
Fair value of financial instruments | Fair value of financial instruments The carrying amounts reflected in the balance sheets for cash, accounts receivable, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The embedded conversion feature in the Convertible Note Payable that the Company issued on January 13, 2020, that became convertible during the three (3) month period ended February 29, 2020 (successor), qualifies as a derivative instrument due to a Low-Priced Security adjustment feature in the Note related to the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Company’s common stock falls or is below certain levels at any point during the 20 Trading Days prior to the Conversion Date. The valuation of the derivative liability was determined through the use of a Black Scholes option-pricing model (See note 4). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented. |
4. Debt (Tables)
4. Debt (Tables) | 9 Months Ended |
Feb. 29, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of change in fair value of derivative | The change in fair value of the derivative liability during the period is as follows: Balance – June 1, 2019 $ – Debt discount recognized at inception 95,000 Loss on valuation of derivative at inception 60,800 Gain on change in fair value of derivative during the period (76,000 ) Balance – February 29, 2020 $ 79,800 |
Assumptions used for derivative | February 29, 2020 January 13, 2020 Expected term 1 year 1 year Expected average volatility 187.16% 192.99% Expected dividend yield – – Risk-free interest rate 0.97% 1.53% |
Schedule of financial liability on recurring basis | Amount Level 1 Level 2 Level 3 Embedded derivative liability $ 79,800 $ – $ – $ 79,800 Total $ 79,800 – – $ 79,800 |
2. Going Concern (Details Narra
2. Going Concern (Details Narrative) | Feb. 29, 2020USD ($) | Feb. 29, 2020GBP (£) | Nov. 30, 2019GBP (£) | Aug. 31, 2019USD ($) | May 31, 2019USD ($) | Feb. 28, 2019USD ($) | Nov. 30, 2018GBP (£) | Aug. 31, 2018USD ($) | Jul. 31, 2018USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | £ (397,445) | $ (152,605) | |||||||
Stockholders' deficit | £ (336,161) | £ (175,907) | $ (116,573) | $ (106,528) | $ (125,647) | £ (80,375) | $ (65,919) | $ (15,038) | |
Working capital | $ (391,587) |
4. Debt (Details - Change in de
4. Debt (Details - Change in derivative) | 9 Months Ended |
Feb. 29, 2020GBP (£) | |
Debt Disclosure [Abstract] | |
Derivative liability, beginning balance | £ 0 |
Debt discount recognized at inception | 95,000 |
Loss on valuation of derivative at inception | 60,800 |
Gain on change in fair value of derivative during the period | (76,000) |
Derivative liability, ending balance | £ 79,800 |
4. Debt (Details - Fair value m
4. Debt (Details - Fair value measurement) - Fair Value, Recurring [Member] | Feb. 29, 2020GBP (£) |
Fair Value Inputs Level 1 [Member] | |
Fair value liability | £ 0 |
Fair Value Inputs Level 2 [Member] | |
Fair value liability | 0 |
Fair Value Inputs Level 3 [Member] | |
Fair value liability | £ 79,800 |
4. Debt (Details Narrative)
4. Debt (Details Narrative) - GBP (£) | 2 Months Ended | 7 Months Ended | 9 Months Ended | |
Jul. 31, 2018 | Feb. 28, 2019 | Feb. 29, 2020 | Jan. 13, 2020 | |
Short term borrowing from related party | £ 48,789 | |||
Line of credit maximum amount | 24,250 | |||
Credit line balance | 18,601 | |||
Due to related parties | 174,149 | |||
Amortization of debt discount | £ 0 | £ 0 | 12,233 | |
Proceeds from convertible debt | £ 0 | £ 0 | £ 95,000 | |
Convertible Note [Member] | ||||
Debt face amount | £ 250,000 | |||
Debt maturity date | Jan. 13, 2021 | |||
Amortization of debt discount | £ 12,459 | |||
Interest payable | 226 | |||
Proceeds from convertible debt | 95,000 | |||
Directors [Member] | ||||
Due to related parties | £ 125,360 |
5. Related Party Transactions (
5. Related Party Transactions (Details Narrative) | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||
Jul. 31, 2018GBP (£) | Feb. 29, 2020GBP (£) | Feb. 28, 2019GBP (£) | Feb. 28, 2019GBP (£) | Feb. 29, 2020GBP (£) | Feb. 29, 2020USD ($) | Feb. 29, 2020GBP (£) | May 31, 2019USD ($) | May 31, 2019GBP (£) | |
Due to related parties | £ 174,149 | $ 96,615 | |||||||
Related party loans advanced | £ 0 | £ 21,472 | £ 76,871 | ||||||
Accounts receivable - related party | 1,606 | 2,238 | |||||||
Directors [Member] | |||||||||
Due to related parties | $ | $ 125,125 | 48,489 | |||||||
Former Director [Member] | |||||||||
Due to related parties | $ | $ 9,873 | $ 9,873 | |||||||
Drafthouse [Member] | |||||||||
Sales to related party | £ 2,129 | £ 0 | £ 0 | £ 2,129 | |||||
Accounts receivable - related party | 0 | £ 2,238 | |||||||
Officer and Other Related Party [Member] | |||||||||
Due from related parties | £ 5,360 |
6. Capital Stock (Details Narra
6. Capital Stock (Details Narrative) - GBP (£) | 2 Months Ended | 5 Months Ended | 7 Months Ended | 9 Months Ended | |
Aug. 08, 2019 | Jul. 31, 2018 | Oct. 17, 2019 | Feb. 28, 2019 | Feb. 29, 2020 | |
Proceeds from issuance of common stock | £ 0 | £ 10,000 | £ 15,000 | ||
Service Provider [Member] | |||||
Stock issued for services, shares | 10,000 | ||||
Common Stock | |||||
Stock issued new, shares | 40,000 | ||||
Proceeds from issuance of common stock | £ 15,000 |
7. Commitments and Contingenc_2
7. Commitments and Contingencies (Details Narrative) - USD ($) | 2 Months Ended | 7 Months Ended | 9 Months Ended |
Jul. 31, 2018 | Feb. 28, 2019 | Feb. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rental Expense | $ 900 | $ 4,338 | $ 14,288 |