Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties include
international, national and local general economic and market conditions;
demographic changes; our ability to sustain, manage, or forecast growth; our
ability to successfully make and integrate acquisitions; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; fluctuations and difficulty in
forecasting operating results; changes in business strategy or development
plans; business disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other risks that might be
detailed from time to time in our filings with the Securities and Exchange
Although the forward-looking statements in this Annual Report reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by them. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. You are urged to carefully review and consider
the various disclosures made by us in this report and in our other reports as we
attempt to advise interested parties of the risks and factors that may affect
our business, financial condition, and results of operations and prospects.
Momentous is a modern craft beverage company, founded in 2015 that is based in
London, United Kingdom. We design, produce, market and sell handcrafted,
award-winning alcohol beverage products with a portfolio consisting of gin,
vodka, bitter and ready-to-drink cocktails ("RTD").
Our strategy is to produce premium products with minimal impact to the
environment through the use of modern technology during production. Our methods
help us to conserve energy and reduce water waste whilst delivering what we
believe is a superior product. We also focus on environmentally friendly and
recyclable packaging to reduce our carbon footprint. We are also looking to
employ carbon offsetting in order to meet our carbon neutral status target by
the end of 2020.
Our address is 32 Curzon Street, London, W1J 7WS, United Kingdom. Our telephone
number is +44-203-871-3051. Our corporate address is a professional mail
forwarding office where physical office space may be rented on a short-term
basis for additional fees. We conduct our business operations, including
administrative functions, production, marketing and sales of low carbon,
eco-friendly beverages at our distillery that is based in Tottenham, London in
the United Kingdom.
Our corporate website is: www.vbeverages.com. The information on, or that may
be, accessed from our website is not part of this annual report.
Our fiscal year end is May 31.
Results of Operations
Successor and predecessor Financial Presentation
The following discussion of the financial condition and results of operations
should be read in conjunction with the consolidated financial statements
included herewith. This discussion should not be construed to imply that the
results discussed herein will necessarily continue into the future, or that any
conclusion reached herein will necessarily be indicative of actual operating
results in the future.
On August 1, 2018, V Beverages acquired MaxChater for £1 ($1). MaxChater is
viewed as the predecessor entity for financial reporting purposes, and Momentous
Holdings Corp. is viewed as the successor entity. For purposes of the following
discussion, we compare the combined results of Momentous Holdings Corp. for the
10 months ended May 31, 2019 to the results of MaxChater for the two months
ended July 31, 2018 and MaxChater for the twelve months ended May 31, 2018.
For the 10 months ended May 31, 2019, the Company (successor) generated total
revenues of $133,699 During the two months ended July 31, 2018, MaxChater
(predecessor) generated total revenues of $26,067. For the twelve months ended
May 31, 2018 MaxChater (predecessor) generated total revenues of $172,732.
For the 10 months ended May 31, 2019 (successor), we experienced a total
comprehensive loss of $133,412, as compared to a total comprehensive loss of
$18,350 for the two months ended July 31, 2018 (predecessor) and a total
comprehensive loss of $21,316 for the twelve months ended May 31, 2018
(predecessor). This primarily resulted from higher operating expenses in the
2019 period, which more than offset the increase in revenues. The higher level
of operating expense is partly attributable to higher general and administrative
expenses, which is likely to continue given the costs of maintaining the company
as a public company.
Our revenues, operating expenses, and net operating loss were as follows:
Our revenue for the 10 months ended May 31, 2019 (successor)was $133,699. For
the two months ended July 31, 2018 (predecessor) revenue was $26,067. For the
twelve months ended May 31, 2018 (predecessor) revenue was $172,732.
Our operating expenses for the 10 months ended May 31, 2019 (successor) were
$174,628. For the two months ended July 31, 2018 (predecessor) operating
expenses were $27,358. For the twelve months ended May 31, 2018 (predecessor)
operating expenses were $95,970.
Other Comprehensive Income/(Loss)
Other comprehensive income for the 10 months ended May 31, 2019 (successor) was
$4,468. For the two months ended July 31, 2018 (predecessor), other
comprehensive income was $2,819. For the twelve months ended May 31, 2018
(predecessor) other comprehensive income was $80.
Total Comprehensive Loss
Our total comprehensive loss for the 10 months ended May 31, 2019 (successor)
was $133,412. For the two months ended July 31, 2018 (predecessor) the loss was
$18,350. For the twelve months ended May 31, 2018 (predecessor) the loss was
The increase in total comprehensive loss is attributable to the change in
business focus to the alcohol beverage industry along with increased legal and
Liquidity and Capital Resources
As of May 31, 2019 (successor), we had total current assets of $27,871,
consisting of cash of $4,840, accounts receivable of $19,547 and prepayments and
other receivables of $3,484. We had current liabilities of $184,423 as of May
31, 2019. We therefore had a working capital deficit of $156,552 as of May 31,
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.
Our total current assets were $27,871, consisting of cash of $4,840, accounts
receivable of $19,547 and prepayments and other receivables of $3,484. These
amounts do not provide adequate working capital for us to successfully operate
our business and to service our debt. Expenses incurred to the date of this
prospectus 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
© Edgar Online, source Glimpses