MOMENTOUS HOLDINGS CORP. - Quarter Report: 2018 November (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 30, 2018

☐  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to__________

Commission File Number: 333-207163

MOMENTOUS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

32 Curzon Street, London, W1J 7WS, United Kingdom

(address of principal executive offices)

Registrant's telephone number, including area code:   +44 744 430 1337 

IncSmart.biz, Inc.

4264 Lady Burton St.

Las Vegas, NV 89129

(Name and address of agent for service of process)

COPIES OF COMMUNICATIONS TO:

W. Scott Lawler, Booth Udall Fuller

1255 W. Rio Salado Pkwy., Ste. 215

Tempe, AZ 85281

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days ☒  Yes   ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒  Yes   ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐  Yes   ☒  No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 28,245,000 shares as of February 15, 2019.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Momentous Holdings Corp.

Balance Sheets

(unaudited)

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

Momentous Holdings Corp.

Statements of Comprehensive Loss

(unaudited)

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

Momentous Holdings Corp.

Statements of Cash Flows

(unaudited)

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

Momentous Holdings Corp.

Notes to the Financial Statements

November 30, 2018

(Unaudited)

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

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.

Prior to forming Momentous Holdings Corp., Mr. Horan, our founder and president, operated the business as a sole proprietor under the dba “Health & Fitness Apps”. He started the business on December 2, 2013, when he purchased a computer, and started working on product designs and the company’s website. The first sales occurred in early 2014, prior to the formation of Momentous Holdings Corp. Subsequently, Mr. Horan contributed the business assets and liabilities of his sole proprietorship into Momentous Holdings Corp., in exchange for 500,000 shares of our common stock.

Our overall aim is to design, acquire and develop mobile applications (‘app/apps’) and mobile software for download by end consumers. Our goal is to have a training, health and fitness, well-being app for everyone.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at November 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended November 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the financial statements and related notes thereto included elsewhere in this filing for the years ended May 31, 2018 and 2017.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

As at November 30, 2018, we had no cash equivalents.

Revenue Recognition

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1.   persuasive evidence of an arrangement exists;

2.   the product has been shipped or the services have been rendered to the customer;

3.   the sales price is fixed or determinable; and,

4.   collectability is reasonably assured.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Software Development cost

The Company accounts for software development costs in accordance with ASC 350-40, whereby all costs incurred during the preliminary stage of a development project should be charged to expense as incurred. Capitalization of costs begins after the preliminary stage has been completed, management commits to funding the project, it is probable that the project will be completed, and the software will be used for its intended function. All post-implementation costs are charged to expense as incurred. Accordingly, direct internal and external costs associated with the development of the features and functionality of the Company’s software, incurred during the application development stage, are capitalized and amortized using the straight-line method of the estimated life of five years.

Net Loss Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Foreign Currency Translation

The functional currency of the Company is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss in shareholders’ deficit.

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.

NOTE 3 - 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 has generated minimal revenues since inception, has an accumulated deficit of $109,225 and has incurred losses since inception. 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.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Directors are also in agreement that they will make unsecured loans to the business as necessary until such future funding can be secured. V Beverages Ltd., has existing sales revenue, and as a private entity operated in gross profit over the past 3 year period.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of November 30, 2018, and May 31, 2018, the balance of the amounts due to the director was $9,873 and $10,275, respectively. The amounts loaned to and from the director are unsecured, non-interest bearing, and due on demand. The Company’s officer has provided office services without charge.

NOTE 5 – CAPITAL STOCK

On June 12, 2018, we issued 50,000 shares of common stock for cash in the amount of $0.10 per share for a total of $5,000.

On June 24, 2018, we issued 100,000 shares of common stock for cash in the amount of $0.10 per share for a total of $10,000.

On October 30, 2018, the Company issued a stock dividend to its shareholders of record so that every shareholder received 6 additional shares of common stock for every one share held by the shareholder.

There were 28,245,000 shares of common stock issued and outstanding at November 30, 2018. There were no shares of preferred stock issued and outstanding at November 30, 2018.

All share and per share information has been retrospectively adjusted to reflect the stock dividend as of November 30, 2018.

NOTE 6– CONCENTRATION

One customer accounted for 100% of total revenue earned during the three months ended November 30, 2018 and 2017. 100% of the accounts receivable is due from this customer at November 30, 2018 and May 31, 2018.

NOTE 7 – SUBSEQUENT EVENTS

We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and have the following material recognizable subsequent events during this period:

On December 31, 2018, the Company, entered into a Share Exchange Agreement with Andrew Eddy, an individual residing in Great Britain and owner of 100% of the issued and outstanding capital shares of V Beverages Limited, a company organized under the laws of the United Kingdom in exchange for 15,750,000 shares of the Company’s common stock.

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Management's statements contained in this portion of the prospectus are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled “Risk Factors,” above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Our Plan for the Next 12 Months

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 Limited, a company organized under the laws of the United Kingdom (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company will acquire 100% of the issued and outstanding capital shares of V Beverages Limited (the “Target Shares”). Upon the closing of the transactions under the Share Exchange Agreement, Owner will transfer and sell the Target Shares to the Company in exchange for 15,750,000 shares of the Company’s common stock, par value $0.001, which the Company intends to issue by February 22, 2019. After the closing of the transactions under the Share Exchange Agreement, V Beverages Limited will be operated as the Company’s wholly-owned subsidiary.

The original business of the Company is intended to be disbanded. Revenue from our app has continued to decline with revenue in our last quarter being $0. Management believes that competition against better resourced competitors and an abundance of more experienced market participants prevent us from achieving long-term profitable operations. As such, management has decided it will discontinue the operations of our app.

Moving forwards, the Company will focus entirely on the business of its wholly owned subsidiary, V Beverages Limited. As such, it will be solely engaged in the business of designing, producing, marketing and selling low carbon, eco-friendly alcoholic beverages.

Through its wholly owned subsidiary, V Beverages Limited, the Company currently produces a range of alcoholic spirits under its trademarked brand 'Victory'. Victory Gin and Victory Bitter are already 2018 IWSC award winners, and the distillery has also added Vodka and ready to drink cocktails such as Negroni to its portfolio. Using a modern cold distillation technique, far less energy is used than in traditional hot techniques, while retaining more of the carefully selected botanicals.

The following is a list of business goals and milestones we wish to accomplish within the next twelve months.

Our first major milestones are expected to be securing funds and increasing the scale of our production. This is our primary focus. In three years, we hope to have established our brand, products and Company in the United States, and internationally.

Operating Expenses

Operating expenses were $12,628 and $18,296 for the three and six months ended November 30, 2018, respectively and $1,028 and $8,550 for the three and six months ended November 30, 2017, respectively. Our operating expenses for the three and six months ended November 30, 2018 and 2017 consisted of general and administrative expenses and decreased due to a decreased amount of trading activity and app development costs within the business.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our being a reporting company under the Securities Exchange Act of 1934.

Net Loss

Net loss for the three and six months ended November 30, 2018 were $12,628 and $18,294, respectively and $991 and $8,450 for the three and six months ended November 30, 2017, respectively.

Liquidity and Capital Resources

As of November 30, 2018, we had total assets of $204, consisting of cash of $202 and account receivable of $2. We had current liabilities of $25,012 as of November 30, 2018 consisting of an advance from related party of $9,873 and accounts payable of $15,139. Accordingly, we had a working capital deficit of $24,808 as of November 30, 2018.

Operating activities resulted in a reduction of cash of $15,283 for the six months ended November 30, 2018.

Our ability to operate beyond May 31, 2019, is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

Our assets at November 30, 2018 total $204. This amount does not provide adequate working capital for us to successfully operate our business and to service our debt. Expenses incurred are being recorded in our books as they occur. This raises substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent upon obtaining additional working capital.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Directors are also in agreement that they will make unsecured loans to the business as necessary until such future funding can be secured. V Beverages Limited has existing sales revenue, and as a private entity operated in gross profit over the past 3 year period.

Off Balance Sheet Arrangements

As of November 30, 2018, there were no off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2019, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended November 30, 2018 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On February 15, 2019, Mr. James Horan and Mr. Nooroa Ogden each resigned as executive officers of the Company and as members of the Company's Board of Directors. Mr. Horan held the positions of Chief Executive Officer and President and Mr. Ogden held the positions of Chief Financial Officer, Secretary and Treasurer. 

Immediately following the Company's receipt of their resignations, the Board appointed Mr. Andrew Eddy as the Company's CEO, President, CFO, Secretary and Treasurer. 

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.