COFE Coffee Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______.

Commission File Number: 333-199583

Registrant’s telephone number, including area code: (630) 250-2709

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 Par Value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [  ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [X] Yes [  ] No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [  ] No [  ]

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

On June 30, 2018, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $40,010,300, based upon the closing price on that date of the common stock of the registrant on the OTC Link system of $0.80/share. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its common stock are deemed affiliates of the registrant.

As of April 12, 2019, the registrant had 160,012,875 shares of its common stock, $0.001 par value, outstanding. The Company has 47,087,125 shares of its common stock conditionally issuable.

EXPLANATORY NOTE

The Coffeesmiths Collective, Inc. (the “Company”) is filing this Current Report on Form 10-K/A (“Amendment No. 1”) to amend its Current Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2019 (the “Initial Report”), which had two administrative errors; one on the Statements of Operations and the other on the Statements of Cash Flow.

The information previously reported in the Initial Report is hereby incorporated by reference into this Amendment No. 1. This Amendment No. 1 is being filed solely to provide the information required by Item 8. Of Form 10-K and does not amend the Initial Report in any manner other than such Item 8.

The updates in Amendment No. 1 were already included elsewhere in the Initial Report but were not appropriately updated on these two pages, as follows:

Statements of Operations – The foreign currency translation profit (loss) for 2018 was incorrectly reported as $393,465 whereas it should have been $(107,524). As a consequence of this administrative error, total comprehensive loss was reported as $(2,284,758) whereas it should have been $(2,785,746).

Statements of Cash Flow – The non-cash investing and financing activities for the four months ended December 31, 2017 had reported acquisitions – inventory, acquisitions – prepaid expenses, acquisitions – fixed assets, net, acquisitions – deposits, acquisitions – accrued expenses, and acquisitions – loans as zero. Each balance has been corrected in Amendment No. 1.

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

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