10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

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 333-197056

Spirit International, Inc.
(Exact name of registrant as specified in its charter)
Nevada		38-3926700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2620 Regatta Drive, Suite 102, Las Vegas, NV	89128
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(702) 359-0881
(Former name, former address and former fiscal year, if changed since last report)

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.

x Yes ¨ 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).

x Yes ¨ No

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

As of March 31, 2015, the Registrant has 5,000,000 shares of common stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENTS OF CASH FLOWS	F-4
NOTES TO FINANCIAL STATEMENTS	F-5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3
ITEM 4. CONTROLS AND PROCEDURES	3
PART II – OTHER INFORMATION	4
ITEM 1. LEGAL PROCEEDINGS	4
ITEM 1A. RISK FACTORS	4
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	4
ITEM 4. MINE SAFETY DISCLOSURES	4
ITEM 5. OTHER INFORMATION	4
ITEM 6. EXHIBITS	4
SIGNATURES	4

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPIRIT INTERNATIONAL, INC

INTERIM FINANCIAL STATEMENTS (unaudited)

for the three months ended March 31, 2015

CONTENTS:
Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014	F-2
Statements of Operations for the three months ended March 31, 2015 and the period from inception (March 10, 2014) to March 31, 2014 (unaudited)	F-3
Statements of Cash Flows for the three months ended March 31, 2015 and the period from inception (March 10, 2014) to March 31, 2014 (unaudited)	F-4
Notes to the Unaudited Interim Financial Statements	F-5

1

SPIRIT INTERNATIONAL, INC

BALANCE SHEETS

(in U.S. Dollars)

ASSETS	March 31 2015			December 31, 2014
	(unaudited)
Current Assets:
Cash and cash equivalents		2,820			2,410
Accounts receivable		-			500
Total current assets		2,820			2,910
TOTAL ASSETS		2,820			2,910
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Accounts payable and accrued liabilities		-			2,407
Loan from related party		13,850			7,413
Other payables		75,000			75,000
Total Liabilities		88,850			84,820
Stockholder’s Deficit
Common stock, $0.0001 par value, 75,000,000 shares authorized; 5,000,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014		500			500
Accumulated deficit		(86,530	)		(82,410	)
Total Stockholder's Deficit		(86,030	)		(81,910	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT		2,820			2,910

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

F-2

SPIRIT INTERNATIONAL, INC

STATEMENTS OF OPERATIONS

(in U.S. Dollars)

(unaudited)

	Three months ended March 31,			Period from inception (March 10, 2014) to March 31,
	2015			2014
Revenue		-			-
Operating expenses:
General and administrative:-
Other costs		120			-
Professional fees:-
-          Auditor’s fees		4,000			-
-          Setup costs		-			599
Total operating expenses		(4,120	)		(599	)
Net loss		(4,120	)		(599	)
Weighted-average number of common shares outstanding - basic and diluted		5,000,000			5,000,000
Net loss per share - basic and diluted		-			-

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

F-3

SPIRIT INTERNATIONAL, INC

STATEMENT OF CASH FLOWS

(in U.S. Dollars)

(unaudited)

	Three months ended March 31,			Period from inception (March 10, 2014) to March 31,
	2015			2014
	$			$
Cash Flows from Operating Activities
Net loss		(4,120	)		(599	)
Changes in operating assets and liabilities:
Accounts receivable		500			-
Accounts payable and accrued liabilities		(2,407	)		-
Short term borrowings - related party		6,437			599
Net cash provided by operating activities		410			-
Cash Flows from Investing Activities		-			-
Cash Flows from Financing Activities		-			-
Increase in cash and cash equivalents		410			-
Cash and cash equivalents at beginning of the period		2,410			-
Cash and cash equivalents at end of the period		2,820			-

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

F-4

SPIRIT INTERNATIONAL, INC

NOTES TO THE INTERIM FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION 

Spirit International, Inc. (the “Company”) is a Nevada Corporation incorporated on March 10, 2014. The Company plans to market a unique brand and Australian whiskey for export to Western Europe and the Middle East.

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars.

Fiscal Year End

The Corporation has adopted a fiscal year end of December 31.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of March 31, 2015, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2015, and the results of its operations and its cash flows for the periods ended March 31, 2015. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2014, filed with the SEC, for additional information, including significant accounting policies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2015 the Company has an accumulated deficit from operations of $86,530 and has not earned sufficient revenues to cover operating costs and has a working capital deficit of $86,030. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash and cash equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.

Intangible Assets

Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

F-5

Impairment of Long-Lived Assets

The Company reviews indefinite intangible assets for impairment annually, if events or changes in circumstances indicate that the asset might be impaired. The carrying value of an intangible asset is assessed for impairment when anticipated future undiscounted cash flows from an intangible asset are estimated to be less than its carrying value. The amount of impairment loss recognized is the amount the carrying value exceeds its fair value. The initial determination and subsequent evaluation for impairment of acquired intangible assets requires management to make significant judgments and estimates. Subsequent reversal of a previously recognized impairment loss is prohibited.

Property, plant and equipment

The Company does not own any property, plant and equipment.

Intellectual Properties

The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development.

Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment.

Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred.

Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

Revenue Recognition

The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured.

The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped.

Cost of Sales

Cost of sales consists of the cost of merchandise sold to customers.

Royalty Expense

The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of gross profits from sales of the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold.

Income taxes

Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Earnings per share

The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at March 31, 2015, the Company had no potentially dilutive shares.

F-6

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

Level 1: Quoted prices in active markets for identical instruments;

Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);

Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted.

Recently Adopted Accounting Pronouncements

During 2014, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements will have a significant impact on our financial position, results of operations, or cash flow.

NOTE 3 – PURCHASED INTANGIBLE ASSETS, NET

	As of March 31, 2015
	Gross Carrying Amount		Impairment			Net Carrying Amount
	$		$			$
Unamortized intangible assets
License and distribution rights for Blue Harbour Whiskey brand		75,000		(75,000	)		-
Total purchased intangible assets		75,000		(75,000	)		-

On June 30th, 2014 the Company, by directors resolution ratified the pre-incorporation contract signed with New World Distillery, for a license and distribution agreement for the Blue Harbour Whiskey brand. New World Distillery is an Australian whiskey distillery located in Melbourne Australia. The agreement gives the Company an exclusive rights to sell the Blue Harbour Whiskey brand in the Middle East and Europe. The license was purchased for US$75,000, including a royalty of 2% of the net profits of the licensee, which is deductible from the purchase price outstanding. The purchase price is payable on or before July 1st, 2015.

The Company purchased the whiskey distribution rights from an Australian Whiskey Distillery, however to date sales consists only of the sale of samples. Due to the decline in forecasted revenue related to the acquired intangible asset, we recorded a $75,000 impairment charge for the 2014 fiscal year.

F-7

NOTE 4 – LOAN FROM RELATED PARTY

	March 31		December 31
	2015		2014
	$		$
Loan from related party		13,850		7,413
The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.

NOTE 5 – OTHER PAYABLE

	March 31		December 31
	2015		2014
	$		$
Whiskey License and Distribution Agreement		75,000		75,000
The above payable arose from the acquisition of a License Agreement purchased from New World Whiskey Distillery (Pty) Ltd (an Australian corporation) to sell and distribute Blue Harbour Whiskey in the Middle East and Europe. The payable is unsecured, bears no interest and is repayable on or before July 1st, 2015. As part of the agreement, the Company will pay 2% of any net business profits earned under this license agreement, which will be deducted from the outstanding balance owing.

NOTE 6 – STOCKHOLDER’S DEFICIT

Common Stock

On October 11, 2014, the Company issued 5,000,000 shares of common stock to the director of the Company at a price of $0.0001 per share, for $500 cash.

NOTE 7 – INCOME TAXES

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $11,530 as of March 31, 2015, that will be offset against future taxable income. The available net operating loss carry forwards will expire in various years through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

The components of these differences are as follows:
	March 31			March 31,
	2015			2014
	$			$
Net tax loss carry-forwards		4,120			599
Statutory rate		15	%		15	%
Expected tax recovery		618			90
Change in valuation allowance		(618	)		(90	)
Income tax provision		-			-
Components of deferred tax assets:
Non capital tax loss carry forwards		1,730			1,112
Less: valuation allowance		(1,730	)		(1,112	)
Net deferred tax asset		-			-

F-8

NOTE 8 – RELATED PARTY TRANSACTIONS

Details of transactions between the Company and related parties are disclosed below:

The following entities have been identified as related parties :

Zur Dadon - Director and greater than 10% stockholder

	March 31		December 31
	2015		2014
	$		$
The following transactions were carried out with related parties:
Balance sheets:
Loan from related party		13,850		7,413

From time to time, the director and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

F-9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “will,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this Quarterly Report, the terms “we,” “us,” “Company,” “our” and “Spirit” mean Spirit International, Inc., unless otherwise indicated.

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN.

Results of Operations

Our results of operations are presented below:

Results of Operations for the Three Months Ended March 31, 2015 compared to the Period from Inception (March 10, 2014) to March 31, 2014.

Revenue for the three months ended March 31, 2015 was $-0-. Revenue for the period from inception to March 31, 2014 was $-0-.

Total operating expenses for the three months ended March 31, 2015 were $4,120 and $599 for the period from inception to March 31, 2014.

Liquidity and Capital Resources

As of March 31, 2015 we had $2,820 in cash and $2,820 in total assets, and $88,850 in total liabilities as compared to $2,410 in cash, and $2,910 in total assets, and $84,820 in total liabilities as of December 31, 2014.

We are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing.  However, as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect our ability to become cash flow positive.

For the three months ending March 31, 2015 net cash of $410 was provided by operating activities, compared to net cash of $-0- provided by operating activities for the period from inception to March 31, 2014.

During the three months ended March 31, 2015, net cash of $-0- was provided by financing activities compared to net cash of $-0- for the period from inception to March 31, 2014.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

2

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of Zur Dadon our President and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2015. Based upon, and as of the date of this evaluation, Zur Dadon determined that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended March 31, 2015, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

3

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under 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 to our operations.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Exhibit Description
3.1	Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form S-1 filed with the SEC on June 27, 2014)
3.2	Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form S-1 filed with the SEC on June 27, 2014)
31.1	Certification of the Chief Executive and Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act
32.1	Certification of the Chief Executive and Financial Officer required under Section 1350 of the Exchange Act
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

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.

	Spirit International, Inc.
Date: May 20, 2015	By: /s/ Zur Dadon
	Zur Dadon
	Chief Executive Officer

4

EX-31.1

Exhibit 31.1

I, Zur Dadon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spirit International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2015	By:	/s/ Zur Dadon
	Name:	Zur Dadon
	Title:	President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-Q of Spirit International, Inc. (the “Company”) for the quarter ended March 31, 2015 (the “Report”), I, Zur Dadon, President, Chief Executive Officer and Chief Financial Officer, certify as follows:

A) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)), and

B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

This statement is authorized to be attached as an exhibit to the Report so that this statement will accompany the Report at such time as the Report is filed with the Securities and Exchange Commission, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: May 20, 2015	By:	/s/ Zur Dadon
	Name:	Zur Dadon
	Title:	President, Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)

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OTHER PAYABLE (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Other Liabilities, Current	$ 75,000	$ 75,000
Whiskey License and Distribution Agreement [Member]
Other Liabilities, Current	$ 75,000	$ 75,000

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LOAN FROM RELATED PARTY

3 Months Ended

Mar. 31, 2015

Due to Related Parties, Current [Abstract]

LOAN FROM RELATED PARTY

NOTE 4 – LOAN FROM RELATED PARTY

	March 31		December 31
	2015		2014
	$		$
Loan from related party		13,850		7,413
The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.

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INCOME TAXES (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2015
Operating Loss Carryforwards	$ 11,530
Operating Loss Carryforwards Expiration Year	2034

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INCOME TAXES (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Net tax loss carry-forwards	$ 4,120	$ 599
Statutory rate	15.00%	15.00%
Expected tax recovery	618	90
Change in valuation allowance	(618)	(90)
Income tax provision	0	0
Components of deferred tax assets:
Non capital tax loss carry forwards	1,730	1,112
Less: valuation allowance	(1,730)	(1,112)
Net deferred tax asset	$ 0	$ 0

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RELATED PARTY TRANSACTIONS (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Balance sheets:
Loan from related party	$ 13,850	$ 7,413

XML

RELATED PARTY TRANSACTIONS (Details Textual)	3 Months Ended
	Mar. 31, 2015
Percentage Of Stock Held By Director	greater than 10%

XML

PURCHASED INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

PURCHASED INTANGIBLE ASSETS, NET

NOTE 3 – PURCHASED INTANGIBLE ASSETS, NET

	As of March 31, 2015
	Gross Carrying Amount		Impairment		Net Carrying Amount
	$		$		$
Unamortized intangible assets
License and distribution rights for Blue Harbour Whiskey brand		75,000		(75,000)		-
Total purchased intangible assets		75,000		(75,000)		-

On June 30th, 2014 the Company, by directors resolution ratified the pre-incorporation contract signed with New World Distillery, for a license and distribution agreement for the Blue Harbour Whiskey brand. New World Distillery is an Australian whiskey distillery located in Melbourne Australia. The agreement gives the Company an exclusive rights to sell the Blue Harbour Whiskey brand in the Middle East and Europe. The license was purchased for US$75,000, including a royalty of 2% of the net profits of the licensee, which is deductible from the purchase price outstanding. The purchase price is payable on or before July 1st, 2015.

The Company purchased the whiskey distribution rights from an Australian Whiskey Distillery, however to date sales consists only of the sale of samples. Due to the decline in forecasted revenue related to the acquired intangible asset, we recorded a $75,000 impairment charge for the 2014 fiscal year.

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BALANCE SHEETS (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 2,820	$ 2,410
Accounts receivable	0	500
Total current assets	2,820	2,910
TOTAL ASSETS	2,820	2,910
Current liabilities:
Accounts payable and accrued liabilities	0	2,407
Loan from related party	13,850	7,413
Other payables	75,000	75,000
Total Liabilities	88,850	84,820
Stockholder’s Deficit
Common stock, $0.0001 par value, 75,000,000 shares authorized; 5,000,000 shares issued and outstanding as of March 31, 2015 and December 31, 2014	500	500
Accumulated deficit	(86,530)	(82,410)
Total Stockholder's Deficit	(86,030)	(81,910)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$ 2,820	$ 2,910

XML

NATURE OF BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION 

Spirit International, Inc. (the “Company”) is a Nevada Corporation incorporated on March 10, 2014. The Company plans to market a unique brand and Australian whiskey for export to Western Europe and the Middle East.

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). These financial statements are presented in US dollars.

Fiscal Year End

The Corporation has adopted a fiscal year end of December 31.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of March 31, 2015, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2015, and the results of its operations and its cash flows for the periods ended March 31, 2015. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2015. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2014, filed with the SEC, for additional information, including significant accounting policies.

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PURCHASED INTANGIBLE ASSETS, NET (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 75,000
Impairment	(75,000)
Net Carrying Amount	0
License and Distribution Rights [Member]
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount	75,000
Impairment	(75,000)	75,000
Net Carrying Amount	$ 0

XML

LOAN FROM RELATED PARTY (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Loan from related party	$ 13,850	$ 7,413

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2015 the Company has an accumulated deficit from operations of $86,530 and has not earned sufficient revenues to cover operating costs and has a working capital deficit of $86,030. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash and cash equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.

Intangible Assets

Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Impairment of Long-Lived Assets

The Company reviews indefinite intangible assets for impairment annually, if events or changes in circumstances indicate that the asset might be impaired. The carrying value of an intangible asset is assessed for impairment when anticipated future undiscounted cash flows from an intangible asset are estimated to be less than its carrying value. The amount of impairment loss recognized is the amount the carrying value exceeds its fair value. The initial determination and subsequent evaluation for impairment of acquired intangible assets requires management to make significant judgments and estimates. Subsequent reversal of a previously recognized impairment loss is prohibited.

Property, plant and equipment

The Company does not own any property, plant and equipment.

Intellectual Properties

The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development.

Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment.

Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred.

Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

Revenue Recognition

The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured.

The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped.

Cost of Sales

Cost of sales consists of the cost of merchandise sold to customers.

Royalty Expense

The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of gross profits from sales of the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold.

Income taxes

Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Earnings per share

The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at March 31, 2015, the Company had no potentially dilutive shares.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

Level 1: Quoted prices in active markets for identical instruments;

Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);

Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted.

Recently Adopted Accounting Pronouncements

During 2014, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements will have a significant impact on our financial position, results of operations, or cash flow.

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BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares, Issued	5,000,000	5,000,000
Common Stock, Shares, Outstanding	5,000,000	5,000,000

XML

LOAN FROM RELATED PARTY (Tables)

3 Months Ended

Mar. 31, 2015

Due to Related Parties [Abstract]

Schedule Of Loan Due To Related Party

	March 31		December 31
	2015		2014
	$		$
Loan from related party		13,850		7,413
The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2015
Document Information [Line Items]
Entity Registrant Name	Spirit International, Inc.
Entity Central Index Key	0001610607
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	5,000,000
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

XML

OTHER PAYABLE (Tables)

3 Months Ended

Mar. 31, 2015

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

	March 31		December 31
	2015		2014
	$		$
Whiskey License and Distribution Agreement		75,000		75,000
The above payable arose from the acquisition of a License Agreement purchased from New World Whiskey Distillery (Pty) Ltd (an Australian corporation) to sell and distribute Blue Harbour Whiskey in the Middle East and Europe. The payable is unsecured, bears no interest and is repayable on or before July 1st, 2015. As part of the agreement, the Company will pay 2% of any net business profits earned under this license agreement, which will be deducted from the outstanding balance owing.

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STATEMENTS OF OPERATIONS (USD $)	1 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2015
Revenue	$ 0	$ 0
General and administrative:-
Other costs	0	120
Professional fees:-
- Auditor’s fees	0	4,000
- Setup costs	599	0
Total operating expenses	(599)	(4,120)
Net loss	$ (599)	$ (4,120)
Weighted-average number of common shares outstanding - basic and diluted	5,000,000	5,000,000
Net loss per share - basic and diluted	$ 0	$ 0

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INCOME TAXES

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 7 – INCOME TAXES

The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations.

No provision for federal income taxes has been recorded due to the net operating loss carry forwards totaling approximately $11,530 as of March 31, 2015, that will be offset against future taxable income. The available net operating loss carry forwards will expire in various years through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards.

The components of these differences are as follows:
	March 31			March 31,
	2015			2014
	$			$
Net tax loss carry-forwards		4,120			599
Statutory rate		15	%		15	%
Expected tax recovery		618			90
Change in valuation allowance		(618)			(90)
Income tax provision		-			-
Components of deferred tax assets:
Non capital tax loss carry forwards		1,730			1,112
Less: valuation allowance		(1,730)			(1,112)
Net deferred tax asset		-			-

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STOCKHOLDER'S DEFICIT

3 Months Ended

Mar. 31, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6 – STOCKHOLDER’S DEFICIT

Common Stock

On October 11, 2014, the Company issued 5,000,000 shares of common stock to the director of the Company at a price of $0.0001 per share, for $500 cash.

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PURCHASED INTANGIBLE ASSETS, NET (Details Textual) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Indefinite-lived Intangible Assets [Line Items]
Percentage of Royalty On Net Profits	2.00%
Impairment	$ (75,000)
Licensing Agreements [Member]
Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived Intangible Assets Acquired	75,000
License and Distribution Rights [Member]
Indefinite-lived Intangible Assets [Line Items]
Impairment	$ (75,000)	$ 75,000

XML

INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The components of these differences are as follows:
	March 31			March 31,
	2015			2014
	$			$
Net tax loss carry-forwards		4,120			599
Statutory rate		15	%		15	%
Expected tax recovery		618			90
Change in valuation allowance		(618)			(90)
Income tax provision		-			-
Components of deferred tax assets:
Non capital tax loss carry forwards		1,730			1,112
Less: valuation allowance		(1,730)			(1,112)
Net deferred tax asset		-			-

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 or revenues and expenses during the reporting period. Actual results could differ from those estimates.

Going concern

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at March 31, 2015 the Company has an accumulated deficit from operations of $86,530 and has not earned sufficient revenues to cover operating costs and has a working capital deficit of $86,030. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash and cash equivalents

Cash and cash equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000.

Intangible Assets

Intangible Assets

Identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews indefinite intangible assets for impairment annually, if events or changes in circumstances indicate that the asset might be impaired. The carrying value of an intangible asset is assessed for impairment when anticipated future undiscounted cash flows from an intangible asset are estimated to be less than its carrying value. The amount of impairment loss recognized is the amount the carrying value exceeds its fair value. The initial determination and subsequent evaluation for impairment of acquired intangible assets requires management to make significant judgments and estimates. Subsequent reversal of a previously recognized impairment loss is prohibited.

Property, plant and equipment

Property, plant and equipment

The Company does not own any property, plant and equipment.

Intellectual Properties

Intellectual Properties

The Company has adopted the provisions of ASC 350-50, Website Development Costs. All costs incurred during the planning phase of a website are expensed as research and development.

Costs incurred in the development stage, including the purchase of a domain name, are capitalized and reviewed annually for impairment.

Expenses subsequent to the launch will be expensed as research and development expenses. The Company will expense upgrades and revisions to its website as incurred.

Once the website is available for use, the asset will be amortized over its useful life on a straight line basis, estimated to be 3 years, and is tested for impairment annually.

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when all of the following have occurred: persuasive evidence of an agreement with the customer exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectability of the selling price is reasonably assured.

The Company recognizes revenues when title has passed to the customer, which is generally when products are shipped.

Cost of Sales

Cost of Sales

Cost of sales consists of the cost of merchandise sold to customers.

Royalty Expense

Royalty Expense

The Company recognizes royalties expenses according to its license and distribution agreement with New World Distilleries (Pty) Ltd. Royalties are based on 2% of gross profits from sales of the Blue Harbour Whiskey Brand. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of goods sold.

Income taxes

Income taxes

Income taxes are accounted for in accordance with ASC Topic 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Earnings per share

Earnings per share

The Company computes net loss per share in accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees. As at March 31, 2015, the Company had no potentially dilutive shares.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

Level 1: Quoted prices in active markets for identical instruments;

Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments);

Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10—Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates several of the reporting requirements for development stage entities, including the requirement to present inception to date information in the statements of income, cash flows, and shareholder equity, and to label the financial statements as those of a development stage entity. ASU 2014-10 also clarifies that the guidance in Accounting Standards Codification ("ASC") Topic 275, "Risks and Uncertainties", is applicable to entities that have not commenced principal operations, and eliminates an exception to the sufficiency-of-equity risk criterion for development stage entities, and will require all reporting entities that have an interest in development stage enterprises to apply consistent consolidation guidance for variable interest entities. ASU 2014-10 is effective for all annual reporting periods beginning after December 15, 2014 and for interim reporting periods beginning after December 15, 2015, with early adoption permitted.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

During 2014, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not believe that the adoption of any other recently issued accounting pronouncements will have a significant impact on our financial position, results of operations, or cash flow.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

Details of transactions between the Company and related parties are disclosed below:

The following entities have been identified as related parties :

Zur Dadon - Director and greater than 10% stockholder

	March 31		December 31
	2015		2014
	$		$
The following transactions were carried out with related parties:
Balance sheets:
Loan from related party		13,850		7,413

From time to time, the director and stockholder of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

XML

PURCHASED INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangible Assets

	As of March 31, 2015
	Gross Carrying Amount		Impairment		Net Carrying Amount
	$		$		$
Unamortized intangible assets
License and distribution rights for Blue Harbour Whiskey brand		75,000		(75,000)		-
Total purchased intangible assets		75,000		(75,000)		-

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Retained Earnings (Accumulated Deficit)	$ (86,530)	$ (82,410)
Cash, FDIC Insured Amount	250,000
Working capital deficit	$ 86,030
Percentage of Royalties In Gross Profit	2.00%
Intellectual Property [Member]
Finite-Lived Intangible Asset, Useful Life	3 years

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OTHER PAYABLE (Details Textual) (Whiskey License and Distribution Agreement [Member])	3 Months Ended
	Mar. 31, 2015
Whiskey License and Distribution Agreement [Member]
Percentage of Profit	2.00%

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STATEMENT OF CASH FLOWS (USD $)	1 Months Ended	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2015
Cash Flows from Operating Activities
Net loss	$ (599)	$ (4,120)
Changes in operating assets and liabilities:
Accounts receivable	0	500
Accounts payable and accrued liabilities	0	(2,407)
Short term borrowings - related party	599	6,437
Net cash provided by operating activities	0	410
Cash Flows from Investing Activities	0	0
Cash Flows from Financing Activities	0	0
Increase in cash and cash equivalents	0	410
Cash and cash equivalents at beginning of the period	0	2,410
Cash and cash equivalents at end of the period	$ 0	$ 2,820

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OTHER PAYABLE

3 Months Ended

Mar. 31, 2015

Other Liabilities Disclosure [Abstract]

OTHER PAYABLE

NOTE 5 – OTHER PAYABLE

	March 31		December 31
	2015		2014
	$		$
Whiskey License and Distribution Agreement		75,000		75,000
The above payable arose from the acquisition of a License Agreement purchased from New World Whiskey Distillery (Pty) Ltd (an Australian corporation) to sell and distribute Blue Harbour Whiskey in the Middle East and Europe. The payable is unsecured, bears no interest and is repayable on or before July 1st, 2015. As part of the agreement, the Company will pay 2% of any net business profits earned under this license agreement, which will be deducted from the outstanding balance owing.

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STOCKHOLDER'S DEFICIT (Details Textual) (USD $)	Mar. 31, 2015	Dec. 31, 2014	Oct. 11, 2014
Common Stock, Shares, Issued	5,000,000	5,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Value, Issued	$ 500	$ 500
Director [Member]
Common Stock, Shares, Issued			5,000,000
Common Stock, Par or Stated Value Per Share			$ 0.0001
Common Stock, Value, Issued			$ 500

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

	March 31		December 31
	2015		2014
	$		$
The following transactions were carried out with related parties:
Balance sheets:
Loan from related party		13,850		7,413