Large accelerated filer
o
|
Accelerated Filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
þ
|
Title of Each Class Of Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Aggregate
Offering Price
per share
(2)
|
Proposed Maximum
Aggregate
Offering Price
(3)
|
Amount of
Registration fee
(1)
|
Common Stock, par value $0.001 to be sold by the selling Shareholders
|
4,295,979
|
$.50
|
$2,147,989.50
|
$276.66
|
Common Stock, par value $0.001 to be sold by the Company
|
570,000
|
$.50
|
$285,000
|
$36.71
|
Total
|
4,865,979
|
$.50
|
$2,432,989.50
|
$313.37
|
(1)
|
Registration Fee has been paid via Fedwire.
|
(2)
|
This is the initial offering and no current trading market exists for our common stock.
|
(3)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
|
Page
No.
|
||
SUMMARY OF PROSPECTUS
|
4 | |
|
||
RISK FACTORS
|
7 | |
FORWARD LOOKING STATEMENTS
|
18 | |
USE OF PROCEEDS
|
19 | |
DETERMINATION OF OFFERING PRICE
|
20 | |
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
|
20 | |
SELLING SHAREHOLDERS
|
23 | |
PLAN OF DISTRIBUTION
|
25 | |
DESCRIPTION OF SECURITIES
|
28 | |
INTEREST OF NAMED EXPERTS AND COUNSEL
|
30 | |
DESCRIPTION OF OUR BUSINESS
|
30 | |
DESCRIPTION OF PROPERTY
|
35 | |
LEGAL PROCEEDINGS
|
35 | |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
35 | |
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
36 | |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
|
40 | |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
|
40 | |
EXECUTIVE COMPENSATION
|
41 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
42 | |
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
|
44 | |
INDEMNIFICATION
|
45 | |
AVAILABLE INFORMATION
|
46 | |
FINANCIAL STATEMENTS
|
46 |
Securities Being Offered
|
570,000 shares of common stock, par value
|
by the Company:
|
$.001, on a best-efforts basis
|
Securities Being Offered
|
4,295,979 shares of common stock, par value
|
by the Selling Shareholders:
|
$.001, on a best-efforts basis
|
Offering Price per Share:
|
$0.50
|
Offering Period:
|
The shares being sold by the Company are being offered for a period not to exceed 180 days, unless extended by the Board of Directors for an additional 90 days
|
Net Proceeds to Our Company:
|
$285,000, if all the shares are sold
|
Use of Proceeds:
|
The Company intends to use the proceeds to commence day to day business operations and expansion of its current brewing facility.
|
Number of Shares Outstanding
|
|
Before the Offering:
|
11,730,317
|
Number of Shares Outstanding
|
|
After the Offering:
|
12,300,317, if all the shares are sold
|
As of September 30, 2013 | ||||
Balance Sheet
|
||||
Total Assets
|
$
|
787,679
|
||
Total Liabilities
|
$
|
768,315
|
||
Stockholder’s Equity
|
$
|
19,364
|
||
Nine Months Ended September 30, 2013
|
||||
Statement of Operations
|
||||
Revenue
|
$
|
750,606
|
||
Cost of Goods Sold
|
$
|
290,762
|
||
Total Operating Expenses
|
$
|
550,162
|
||
Net Loss
|
$
|
(124,108)
|
||
As of December 31, 2012
|
|||
Balance Sheet
|
|||
Total Assets
|
$
|
608,488
|
|
Total Liabilities
|
$
|
653,516
|
|
Stockholder’s Equity (Deficit)
|
$
|
(45,028)
|
|
Year ended December 31, 2012
|
|||
Statement of Operations
|
|||
Revenue
|
$
|
863,181
|
|
Cost of Goods Sold
|
$
|
253,542
|
|
Total Operating Expenses
|
$
|
754,316
|
|
Net Loss
|
$
|
(173,197)
|
|
•
|
the number of customers the Company is able to attract and retain over time.
|
||
•
|
the economy, and in periods of rapidly declining economic conditions, customers may defer products such as ours in order to pay secured debts or debts that must be paid in order to remain solvent.
|
||
•
|
the competitive environment in the micro-brewery market may force it to reduce prices below its desired pricing level or increase promotional spending.
|
||
•
|
the ability to anticipate changes in consumer preferences and to meet customers’ needs in a timely cost effective manner.
|
•
|
the ability to establish, maintain and eventually grow market share in a competitive environment.
|
||
•
|
delivery of its information globally, geopolitical changes, changes in liquor regulations, currency fluctuations, natural disasters, pandemics and other factors beyond our control may increase the cost of items it purchases, create communication issues or render product delivery difficult which could have a material adverse effect on its sales and profitability.
|
|
·
|
The competitive environment in the micro-brew industry that may force us to reduce prices below the optimal pricing level or increase promotional spending;
|
|
·
|
Its ability to anticipate changes in consumer preferences and to meet customers’ needs for our products in a timely cost effective manner; and
|
|
·
|
Its ability to establish, maintain and eventually grow market share in a competitive environment.
|
|
·
|
there is no guarantee that we will enter into definitive agreements with distributors and on acceptable terms;
|
|
·
|
hiring and training qualified personnel in local markets;
|
|
·
|
managing marketing and development costs at affordable levels;
|
|
·
|
cost and availability of labor;
|
|
·
|
the availability of, and our ability to obtain, adequate supplies of ingredients that meet our quality standards; and
|
|
·
|
securing required governmental approvals in a timely manner when necessary.
|
|
·
|
trends affecting the Company’s financial condition, results of operations or future prospects
|
|
·
|
the Company’s business and growth strategies
|
|
·
|
the Company’s financing plans and forecasts
|
|
·
|
the factors that we expect to contribute to our success and the Company’s ability to be successful in the future
|
|
·
|
the Company’s business model and strategy for realizing positive results when sales begin
|
|
·
|
competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the market in which the Company competes;
|
|
·
|
expenses
|
|
·
|
the Company’s expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on its financial results
|
|
·
|
the Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects
|
|
·
|
the Company’s ability to pay dividends or to pay any specific rate of dividends, if declared
|
|
·
|
the impact of new accounting pronouncements on its financial statements
|
|
·
|
that the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months
|
|
·
|
the Company’s market risk exposure and efforts to minimize risk
|
|
·
|
development opportunities and its ability to successfully take advantage of such opportunities
|
|
·
|
regulations, including anticipated taxes, tax credits or tax refunds expected
|
|
·
|
the outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements
|
|
·
|
the Company’s overall outlook including all statements under
Management’s Discussion and Analysis or Plan of Operation
|
|
·
|
that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and
|
|
·
|
expectations, plans, beliefs, hopes or intentions regarding the future.
|
|
·
|
the Company’s inability to raise additional funds to support operations if required
|
|
·
|
the Company’s inability to effectively manage its growth
|
|
·
|
the Company’s inability to achieve greater and broader market acceptance in existing and new market segments
|
|
·
|
the Company’s inability to successfully compete against existing and future competitors
|
|
·
|
the effects of intense competition that exists in our industry
|
|
·
|
the economic downturn and its effect on consumer spending
|
|
·
|
the risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to our business or lack of growth in our business, may result in significant write-downs or impairments in future periods
|
|
·
|
the effects of events adversely impacting the economy or the effects of the current economic recession, war, terrorist or similar activity or disasters
|
|
·
|
financial community perceptions of our Company and the effect of economic, credit and capital market conditions on the economy and
|
|
·
|
other factors described elsewhere in this Prospectus, or other reasons.
|
Proceeds to the Company:
|
$ | 285,000 | ||
Brewing Machinery
|
$ | 100,000 | ||
Business Expansion | $ | 100,000 | ||
Accounting, Auditing and Legal
|
$ | 17,000 | ||
Working Capital
|
$ | 68,000 |
25%
|
50%
|
75%
|
|||||
Proceeds to the Company:
|
$71,250
|
$142,500
|
$213,750
|
||||
Brewing Machinery
|
$25,000
|
$50,000
|
$50,000
|
||||
Business Expansion
|
$25,000
|
$50,000
|
$100,000
|
||||
Accounting, Auditing & Legal
|
$17,000
|
$17,000
|
$17,000
|
||||
Working Capital
|
$4,250
|
$25,500
|
$46,750
|
100%
|
75%
|
50%
|
25%
|
|
Public Offering Price per Share
|
$ .50
|
$.50
|
$.50
|
$.50
|
Pro forma Net Tangible Book Value Prior to this Offering
|
$ .063
|
$.063
|
$.063
|
$.063
|
Pro forma Net Tangible Book Value After this Offering
|
$ .083
|
$.078
|
$.073
|
$.068
|
Increase in Pro forma Net Tangible Book Value per
|
||||
Share Attributable to cash payments from purchasers
|
||||
of the shares offered
|
$ .02
|
$.015
|
$.01
|
$.005
|
Immediate Dilution per Share to New Investors
|
$ .417
|
$.422
|
$.427
|
$.432
|
Total
|
|||||||||
Price
|
Number of
|
Percent of
|
Consideration
|
||||||
Per Share
|
Shares Held
|
Ownership
|
Paid
|
||||||
Investors in
|
|||||||||
This Offering
|
$ .50
|
570,000
|
5%
|
$285,000
|
Total
|
|||||||||
Price
|
Number of
|
Percent of
|
Consideration
|
||||||
Per Share
|
Shares Held
|
Ownership
|
Paid
|
||||||
Investors in
|
|||||||||
This Offering
|
$ .50
|
427,500
|
4%
|
$213,750
|
Total
|
|||||||||
Price
|
Number of
|
Percent of
|
Consideration
|
||||||
Per Share
|
Shares Held
|
Ownership
|
Paid
|
||||||
Investors in
|
|||||||||
This Offering
|
$ .50
|
285,000
|
2.4%
|
$142,500
|
Total
|
|||||||||
Price
|
Number of
|
Percent of
|
Consideration
|
||||||
Per Share
|
Shares Held
|
Ownership
|
Paid
|
||||||
Investors in
|
|||||||||
This Offering
|
$ .50
|
142,500
|
1%
|
$71,250
|
Name
(1)
|
Shares Beneficially Owned Prior to Offering
|
Shares to be
Offered
(2)
|
Shares Beneficially
Owned
After Offering
|
Percent Beneficially
Owned
After
Offering
|
Alpha Capital Anstalt
(12)
|
400,000
|
400,000
|
0
|
0
|
Aran Asset Management SA
(3)
|
20,000
|
20,000
|
0
|
0
|
Biley, Stephen
|
20,000
|
20,000
|
0
|
0
|
Donald Boyd
|
20,000
|
20,000
|
0
|
0
|
B-Way Investors, LLC
(4)
|
20,000
|
20,000
|
0
|
0
|
Cape Sebastian Consulting, LLC
(5)
|
20,000
|
3,500
|
0
|
0
|
Chidley, Cara
|
3,500
|
400,000
|
0
|
0
|
DALA, LLC
(6)
|
400,000
|
160,000
|
0
|
0
|
Erickson, Steve
|
160,000
|
375,000
|
0
|
0
|
GRQ Consultants, Inc.
(7)
|
375,000
|
20,000
|
0
|
0
|
Haney, Barr
|
20,000
|
400,000
|
0
|
0
|
Honig, Barry
|
400,000
|
5,000
|
0
|
0
|
Johnson, Amanda
|
5,000
|
5,000
|
0
|
0
|
Madsen, Skip
|
5,000
|
3,000
|
0
|
0
|
Majumdar, Simon
|
3,000
|
774,479
|
0
|
0
|
Meath, Mark
|
774,479
|
200,000
|
0
|
0
|
Melechdavid, Inc.
(11)
|
200,000
|
200,000
|
0
|
0
|
Melechdavid, Inc. Retirement Plan
(11)
|
200,000
|
3,000
|
0
|
0
|
Meredith, Brian
|
3,000
|
50,000
|
0
|
0
|
Naples, Robert and Elizabeth
|
50,000
|
20,000
|
0
|
0
|
Nelson, James E
|
20,000
|
990,000
|
0
|
0
|
NUWA Group, LLC
(13)
|
1,990,000
|
25,000
|
0
|
0
|
Palladium Capital Advisors, LLC
(8)
|
25,000
|
5,000
|
0
|
0
|
Payson, Dan
|
5,000
|
20,000
|
0
|
0
|
Pendola, Glenn and Denise
|
20,000
|
5,000
|
0
|
0
|
Ryman, Mike
|
5,000
|
5,000
|
0
|
0
|
Shier, Nathan
|
5,000
|
50,000
|
0
|
0
|
Stetson Capital Investments, Inc.
(9)
|
50,000
|
50,000
|
0
|
0
|
Verge Consulting, LLC
(10)
|
50,000
|
20,000
|
0
|
0
|
Vitale, Aaron
|
20,000
|
5,000
|
0
|
0
|
Waterman, Ryan
|
5,000
|
2,000
|
0
|
0
|
Youngbluth, Patti
|
2,000
|
0
|
0
|
(1)
|
All shares are owned of record and beneficially unless otherwise indicated. Beneficial ownership information for the selling stockholders is provided as of February 3, 2014, based upon information provided by the selling shareholders or otherwise known to us
|
(2)
|
Assumes the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time.
|
(3)
|
Aran Asset Management SA is controlled by Michael C. Thalmann.
|
(4)
|
B-Way Investors, LLC is controlled by John R. Till.
|
(5).
|
Cape Sebastian Consulting is controlled by Richard Bosch
|
(6)
|
DALA, LLC is controlled by Ben Padnos.
|
(7)
|
GRQ Consulting, Inc. is controlled by Barry Honig.
|
(8)
|
Palladium Capital Advisors, LLC is controlled by Michael Hartstein.
|
(9)
|
Stetson Capital investments, Inc. is controlled by John Stetson
|
(10)
|
Verge Consulting, LLC is controlled by John O’Rourke.
|
(11)
|
Melechdavid, Inc. and the Melechdavid, Inc. Retirement Plan are controlled by Mark Groussman.
|
(12)
|
Alpha Capital Anstalt is controlled by Michael Ackerman.
|
(13)
|
NUWA Group, LLC is controlled by Devin Bosch and Kevin Fickle. The 1,990,000 includes 990,000 common shares and warrants to purchase 1 million shares of common stock. As of the date of this Prospectus, NUWA Group, LLC has not exercised any warrants.
|
●
|
ordinary brokers transactions, which may include long or short sales,
|
●
|
transactions involving cross or block trades on any securities or market where our common stock is trading,
|
●
|
through direct sales to purchasers or sales effected through agents,
|
●
|
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or
|
exchange listed or otherwise), or
|
|
●
|
any combination of the foregoing. The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus.
|
a.
|
Its officers and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and,
|
b.
|
Its officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
|
c.
|
Its officers and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and
|
d.
|
Its officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of the company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
|
|
Rights Granted to Holders of Series A Preferred Stock
. The holders of the outstanding series of our Preferred Stock have the following rights:
|
|
a.
|
contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
|
|
b.
|
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
|
|
c.
|
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price;
|
|
d.
|
contains a toll-free telephone number for inquiries on disciplinary actions;
|
|
e.
|
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
|
f.
|
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
|
|
a.
|
the bid and offer quotations for the penny stock;
|
|
b.
|
the compensation of the broker-dealer and its salesperson in the transaction;
|
|
c.
|
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
|
|
d.
|
monthly account statements showing the market value of each penny stock held in the customer's account.
|
Balance Sheet Data:
|
September 30,
2013
|
|||
Cash
|
$ | 33,573 | ||
Total assets
|
$ | 787,679 | ||
Total liabilities
|
$ | 768,315 | ||
Stockholders' equity
|
$ | 19,364 |
Balance Sheet Data:
|
December 31,
2012
|
|||
Cash
|
$ | 47,311 | ||
Total assets
|
$ | 608,488 | ||
Total liabilities
|
$ | 653,516 | ||
Stockholders' deficit
|
$ | (45,028 | ) |
Remaining three months in 2013
|
$8,000
|
|
2014
|
$214,000
|
|
2015 |
$177,000
|
|
2016 |
$130,000
|
|
2017
|
$130,000
|
|
$659,000
|
Name and Address
|
Age
|
Position(s)
|
|
Neil Fallon
|
47
|
Director,
|
|
180 West Dayton Street, Warehouse 102
|
Chief Executive Officer
|
||
Edmonds, WA 98020
|
|||
Julie Anderson
|
54
|
Director,
|
|
180 West Dayton Street, Warehouse 102
|
Vice President
|
||
Edmonds, WA 98020
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares of
Stock That
Have Not
Vested (#)
|
Market
Value of
Shares of
Stock That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Shares or
Other Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other Rights That
Have Not
Vested ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Neil Fallon
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
Julie Anderson
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
No. of
|
No. of
|
Number of Securities
|
Percentage
|
||
Name of
|
Shares
|
Shares
|
Underlying
|
of Ownership
|
|
Beneficial
|
Before
|
After
|
OptionsThat Are
|
Before
|
After
|
Owner
|
Offering
|
Offering
|
Unexercised
|
Offering (1)(2) | Offering (1)(2)(3) |
Neil Fallon
|
5,703,102
|
5,703,102
|
0
|
48.6%
|
46.4%
|
Julie Anderson
|
1,731,236
|
1,731,236
|
0
|
14.8%
|
14.1%
|
All Officers and
|
|||||
Directors as a Group
|
7,434,338
|
7,434,338
|
0
|
63.4%
|
60.5%
|
Mark Meath
|
774,479
|
0
|
0
|
6.6%
|
0%
|
NUWA Group, LLC
(4)
|
1,990,000
|
1,000,000
|
0
|
17.0%
|
8.1%
|
Barry Honig
(5)
|
775,000
|
0
|
0
|
6.6%
|
0%
|
(1)
|
All ownership is beneficial and of record, unless indicated otherwise based on 11,730,317 shares outstanding as of the date of this Prospectus. The selling stockholders are under no obligation known to the Company to sell any shares of common stock at this time.
|
(2)
|
The Beneficial owner has sole voting and investment power with respect to the shares shown
|
(3)
|
Assumes the sale of all shares of common stock registered pursuant to this Prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time.
|
(4)
|
Includes 990,000 common shares and 1,000,000 warrants for the purchase of 1,000,000 common shares issuable upon exercise by Nuwa Group, LLC pursuant to a Funding Agreement dated May 15, 2013 and attached as Exhibit 10.2 to this Registration Statement. As of the date of this Prospectus, Nuwa Group has not exercised any of the warrants. Nuwa Group, LLC is owned by Kevin Fickle and Devin Bosch.
|
(5)
|
Includes 400,000 shares owned by Barry Honig, which were purchased in the Regulation D, 506 Offering, as well as 375,000 shares issued to GRQ Consultants, Inc. as compensation for services rendered. GRQ Consultants, Inc. is controlled by Barry Honig.
|
Name of Beneficial Owner |
Amount or
nature of
beneficial
ownership
|
Percentage
of
share
ownership
prior to this
Offering
(1)
|
Percentage of
share
ownership
if
Maximum Offering
is Sold
(2)
|
|
Neil Fallon,
|
225,000
|
90%
|
90%
|
|
Julie Anderson,
Vice President
and Director
|
25,000
|
10%
|
10%
|
|
All Officers and
Directors as a Group
(2 persons)
|
250,000
|
100%
|
100%
|
(1)
|
As of September 20, 2013, the Company had 250,000 shares of Series A Preferred Stock issued and outstanding. The Preferred Shares carry voting rights of 500 votes for each share of Preferred Stock held. There are no conversion or redemption rights associated with the Preferred Stock.
|
(2)
|
Assumes that the Maximum Offering Amount of $285,000 (570,000 Shares) is raised pursuant to this Offering.
|
Independent Auditor’s Report
|
F-1
|
Balance Sheets
|
F-2
|
Statements of Operations
|
F-3
|
Statements of Stockholders’ (Deficit) Equity
|
F-4
|
Statements of Cash Flows
|
F-5
|
Notes to the Financial Statements
|
F-7
|
(Unaudited)
September 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
ASSETS
|
||||||||||||
Current Assets:
|
||||||||||||
Cash and cash equivalents
|
$ | 33,573 | $ | 47,311 | $ | 15,339 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $0, $0 and $0, respectively
|
64,504 | 69,201 | 5,239 | |||||||||
Inventories
|
13,011 | 8,064 | 5,780 | |||||||||
Prepaid Expenses
|
188,500 | - | - | |||||||||
Total current assets
|
299,588 | 124,576 | 26,358 | |||||||||
Property and equipment, net
|
445,737 | 474,232 | 446,304 | |||||||||
Other assets
|
42,354 | 9,680 | 9,468 | |||||||||
Total assets
|
$ | 787,679 | $ | 608,488 | $ | 482,130 | ||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||||||
Current Liabilities:
|
||||||||||||
Accounts payable
|
$ | 6,271 | $ | 19,357 | $ | 21,585 | ||||||
Current portion of notes payable and capital leases
|
187,841 | 73,651 | 114,131 | |||||||||
Due to related parties
|
- | - | 1,756 | |||||||||
Accrued expenses and other current liabilities
|
528,561 | 456,023 | 230,447 | |||||||||
Total current liabilities
|
722,673 | 549,031 | 367,919 | |||||||||
Note payable and capital leases, less current portion
|
45,642 | 104,485 | 36,042 | |||||||||
Total liabilities
|
768,315 | 653,516 | 403,961 | |||||||||
Commitments and Contingencies
|
- | - | - | |||||||||
Stockholders’ (Deficit) Equity:
|
||||||||||||
Voting Common Stock, no par value; 100,000 shares authorized; 0, 1,115 and 1,115 shares issued and outstanding, respectively
|
- | 83,625 | 83,625 | |||||||||
Nonvoting Common Stock, no par value; 100,000 shares authorized; 0, 9,700, and 9,495 shares issued and outstanding, respectively
|
- | 416,375 | 366,375 | |||||||||
Preferred Stock, $0.001 par value: 1,000,000 shares authorized, 250,000, 0 and 0 shares issued and outstanding, respectively
|
250 | - | - | |||||||||
Common Stock, $0.001 par value; 50,000,000 shares authorized; 8,990,000, 0 and 0 shares issued and outstanding, respectively
|
8,990 | - | - | |||||||||
Additional paid-in capital
|
679,260 | - | - | |||||||||
Accumulated deficit
|
(669,136 | ) | (545,028 | ) | (371,831 | ) | ||||||
Total stockholders’ (deficit) equity
|
19,364 | (45,028 | ) | 78,169 | ||||||||
Total liabilities and stockholders’ (deficit) equity
|
$ | 787,679 | $ | 608,488 | $ | 482,130 |
(Unaudited)
|
||||||||||||||||
September 30,
|
December 31,
|
|||||||||||||||
2013
|
2012
|
2012
|
2011
|
|||||||||||||
Revenue
|
$ | 750,606 | $ | 630,525 | $ | 863,181 | $ | 406,861 | ||||||||
Less excise taxes
|
(15,671 | ) | (8,314 | ) | (13,345 | ) | (4,142 | ) | ||||||||
Net revenue
|
734,935 | 622,211 | 849,836 | 402,719 | ||||||||||||
Cost of goods sold
|
290,762 | 181,288 | 253,542 | 125,954 | ||||||||||||
Gross profit
|
444,173 | 440,923 | 596,294 | 276,765 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Advertising, promotional and selling
|
251,666 | 233,345 | 323,922 | 176,105 | ||||||||||||
General and administrative
|
298,496 | 319,428 | 430,394 | 344,283 | ||||||||||||
Total operating expenses
|
550,162 |
552,773
|
754,316 | 520,388 | ||||||||||||
Operating loss
|
(105,989 | ) | (111,850 | ) | (158,022 | ) | (243,623 | ) | ||||||||
Other (expense) income, net:
|
||||||||||||||||
Interest
|
(21,470 | ) | 18,661 | (25,159 | ) | (7,402 | ) | |||||||||
Other
|
3,351 | 9,984 | 9,984 | - | ||||||||||||
Total other (expense), net
|
(18,119 | ) | (8,677 | ) | (15,175 | ) | (7,402 | ) | ||||||||
Net loss
|
$ | (124,108 | ) | $ | (120,527 | ) | $ | (173,197 | ) | $ | (251,025 | ) | ||||
Net loss per share – Basic and Diluted
|
(0.02 | ) | (0.02 | ) | (0.02 | ) | (0.03 | ) | ||||||||
Weighted-average number of shares – Basic and Diluted
|
8,047,143 | 7,994,161 | 7,995,628 | 7,374,795 |
Voting
Common Stock
|
Nonvoting
Common Stock
|
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||||||||||||||||
100,000 Shares
|
100,000 Shares
|
1,000,000 Shares
|
50,000,000 Shares
|
|||||||||||||||||||||||||||||||||||||||||
Authorized,
|
Authorized,
|
Authorized,
|
Authorized,
|
|||||||||||||||||||||||||||||||||||||||||
No Par Value
|
No Par Value
|
$0.001 Par Value
|
$0.001 Par Value
|
Additional
|
||||||||||||||||||||||||||||||||||||||||
Number
|
Number
|
Number
|
Number
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||||||||||||||||
of Shares
|
Amount
|
of Shares
|
Amount
|
of Shares
|
Amount
|
of Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||||||||||||||
Balance at January 1,
2011
|
1,000 | $ | 75,000 | 9,000 | $ | 300,000 | - | $ | - | - | $ | - | $ | - | $ | 120,806 | $ | 254,194 | ||||||||||||||||||||||||||
Conversion of Debt
to Stock
|
115 | 8,625 | 495 | 66,375 | - | - | - | - | - | - | 75,000 | |||||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | - | - | - | - | (251,025 | ) | (251,025 | ) | |||||||||||||||||||||||||||||||
Balance at December
31, 2011
|
1,115 | 83,625 | 9,495 | 366,375 | - | - | - | - | - | (371,831 | ) | 78,169 | ||||||||||||||||||||||||||||||||
Stock Issued for Cash
|
- | - | 205 | 50,000 | - | 50,000 | ||||||||||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | (173,197 | ) | (173,197 | ) | ||||||||||||||||||||||||||||||||||||
Balance at December
31, 2012
|
1,115 | 83,625 | 9,700 | 416,375 | - | - | - | - | - | (545,028 | ) | (45,028 | ) | |||||||||||||||||||||||||||||||
Reorganization
|
(1,115 | ) | (83,625 | ) | (9,700 | ) | (416,375 | ) | 250,000 | 250 | 8,000,000 | 8,000 | 491,750 | - | - | |||||||||||||||||||||||||||||
Issuance of Common
Stock and
Warrants for
Consulting
Services
|
- | - | - | - | - | - | 990,000 | 990 | 187,510 | - | 188,500 | |||||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | - | - | - | - | (124,108 | ) | (124,108 | ) | |||||||||||||||||||||||||||||||
Balance at September
30, 2013
|
- | $ | - | - | $ | - | 250,000 | $ | 250 | 8,990,000 | $ | 8,990 | $ | 679,260 | $ | (669,136 | ) | $ | 19,364 |
(Unaudited)
|
||||||||||||||||
September 30,
|
December 31,
|
|||||||||||||||
2013
|
2012
|
2012
|
2011
|
|||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Net loss
|
$ | (124,108 | ) | $ | (120,527 | ) | $ | (173,197 | ) | $ | (251,025 | ) | ||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||||||||||
Depreciation and amortization
|
76,805 | 67,066 | 92,034 | 64,729 | ||||||||||||
(Gain) loss on the disposition of property and equipment
|
(3,351 | ) | (9,984 | ) | (9,984 | ) | - | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||
Accounts receivable
|
4,697 | (50,940 | ) | (63,962 | ) | (5,239 | ) | |||||||||
Inventories
|
(4,947 | ) | (7,621 | ) | (2,284 | ) | (5,780 | ) | ||||||||
Other assets
|
(32,674 | ) | (1,057 | ) | (212 | ) | (8,000 | ) | ||||||||
Accounts payable
|
(13,086 | ) | (7,887 | ) | (2,228 | ) | 21,585 | |||||||||
Due to related parties
|
- | (1,756 | ) | (1,756 | ) | 1,756 | ||||||||||
Accrued expenses
|
72,538 | 171,923 | 225,576 | 190,447 | ||||||||||||
Net cash (used in) provided by operating activities
|
(24,126 | ) | 39,217 | 63,987 | 8,473 | |||||||||||
Cash flows from investing activities:
|
||||||||||||||||
Purchases of property and equipment
|
(25,700 | ) | (52,565 | ) | (77,104 | ) | (195,752 | ) | ||||||||
Proceeds from disposal of property and equipment
|
8,936 | 19,670 | 19,670 | - | ||||||||||||
Net cash used in investing activities
|
$ | (16,764 | ) | $ | 32,895 | $ | (57,434 | ) | $ | (195,752 | ) |
(Unaudited)
|
||||||||||||||||
September 30,
|
December 31,
|
|||||||||||||||
2013
|
2012
|
2012
|
2011
|
|||||||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds from note payable and related party notes
|
$ | 85,700 | $ | 15,000 | $ | 39,540 | $ | 160,490 | ||||||||
Issuance of stock for cash
|
- | 50,000 | 50,000 | - | ||||||||||||
Repayment of notes payable and capital lease payments
|
(58,548 | ) | (45,262 | ) | (64,121 | ) | (29,192 | ) | ||||||||
Net cash provided by financing activities
|
27,152 | 19,738 | 25,419 | 131,298 | ||||||||||||
Change in cash and cash equivalents
|
(13,738 | ) | 26,060 | 31,972 | (55,981 | ) | ||||||||||
Cash and cash equivalents at beginning of period
|
47,311 | 15,339 | 15,339 | 71,320 | ||||||||||||
Cash and cash equivalents at end of period
|
$ | 33,573 | $ | 41,399 | $ | 47,311 | $ | 15,339 | ||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||||||
Interest paid
|
$ | 8,970 | $ | 3,348 | $ | 7,088 | $ | 2,388 | ||||||||
Noncash transactions:
|
||||||||||||||||
Capitalization of property and equipment from notes payable or capital leases
|
$ | 28,195 | $ | 52,544 | $ | 52,544 | $ | 67,455 | ||||||||
Conversion of note payable to voting and nonvoting common stock
|
- | - | - | $ | 75,000 | |||||||||||
Issuance of Common Stock and Warrants for prepaid consulting services
|
$ | 188,500 | - | - | - |
|
·
|
Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
|
·
|
Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
|
|
·
|
Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.
|
Kegs
|
|
5 years
|
|
Machinery and equipment
|
7 years
|
||
Office equipment and furniture, and vehicles
|
|
5 years
|
|
Leasehold improvements
|
|
Lesser of the remaining term of the lease or estimated useful life of the asset
|
(Unaudited)
|
||||||||||||
September 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Raw materials
|
$ | - | $ | - | $ | - | ||||||
Work in progress
|
13,011 | 8,064 | 5,780 | |||||||||
Finished goods
|
- | - | - | |||||||||
$ | 13,011 | $ | 8,064 | $ | 5,780 |
(Unaudited)
|
||||||||||||
September 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Rent deposit
|
$ | 12,816 | $ | 9,468 | $ | 9,468 | ||||||
Equipment deposit
|
29,251 | - | - | |||||||||
Other
|
287 | 212 | - | |||||||||
$ | 42,354 | $ | 9,680 | $ | 9,468 |
(Unaudited)
|
||||||||||||
September 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Machinery and equipment
|
$ | 444,752 | $ | 409,979 | $ | 347,292 | ||||||
Kegs
|
134,345 | 126,393 | 79,538 | |||||||||
Trucks
|
21,401 | 21,401 | 21,401 | |||||||||
Office equipment and furniture
|
17,071 | 17,071 | 12,077 | |||||||||
Leasehold improvements
|
61,207 | 61,207 | 61,207 | |||||||||
678,776 | 636,051 | 521,515 | ||||||||||
Less accumulated depreciation
|
(233,039 | ) | (161,819 | ) | (75,211 | ) | ||||||
$ | 445,737 | $ | 474,232 | $ | 446,304 |
(Unaudited)
|
||||||||||||
September 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Accrued officer compensation
|
$ | 425,000 | $ | 320,000 | $ | 180,000 | ||||||
Refundable deposits on kegs
|
62,587 | 93,535 | 17,277 | |||||||||
Accrued payroll and payroll taxes
|
18,812 | 15,942 | 16,028 | |||||||||
Accrued interest
|
14,185 | 5,215 | 140 | |||||||||
Other accrued liabilities
|
7,977 | 21,331 | 17,002 | |||||||||
$ | 528,561 | $ | 456,023 | $ | 230,447 |
(Unaudited)
|
||||||||||||
September 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Notes payable
|
$ | 36,267 | $ | 22,663 | $ | 24,108 | ||||||
Notes payable to shareholders
|
158,925 | 75,030 | 50,490 | |||||||||
Capital leases
|
38,291 | 80,443 | 75,575 | |||||||||
233,483 | 178,136 | 150,173 | ||||||||||
Less current portion*
|
(187,841 | ) | (73,651 | ) | (114,131 | ) | ||||||
$ | 45,642 | $ | 104,485 | $ | 36,042 |
Remaining three months in 2013
|
$ | 34,809 | ||
2014
|
1,458 | |||
$ | 36,267 |
Remaining three months in 2013
|
$ | 28,195 | ||
2014
|
90,030 | |||
2015
|
40,700 | |||
$ | 158,925 |
Remaining Three months in 2013
|
$ | 11,056 | ||
2014
|
23,520 | |||
2015
|
4,983 | |||
Less amount representing interest | 39,559 | |||
(1,268 | ) | |||
$ | 38,291 | |||
Current Portion
|
$ | 33,349 | ||
Long-Term Portion
|
$ | 4,942 |
For the Nine Month Periods
|
||||||||
Ended September 30,
|
||||||||
2013
|
2012
|
|||||||
Net loss attributable to common stockholders
|
$ | (124,108 | ) | $ | (120,527 | ) | ||
Basic weighted average outstanding shares of common stock
|
8,047,143 | 7,994,161 | ||||||
Dilutive effect of common stock equivalents
|
- | - | ||||||
Dilutive weighted average common stock equivalents
|
8,047,143 | 7,994,161 | ||||||
Net loss per share of voting and nonvoting
|
||||||||
common stock Basic and Diluted
|
$ | (0.02 | ) | $ | (0.02 | ) |
For the Years
|
||||||||
Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Net loss attributable to common stockholders
|
$ | (173,197 | ) | $ | (251,025 | ) | ||
Basic weighted average outstanding shares of common stock
|
7,995,628 | 7,374,795 | ||||||
Dilutive effect of common stock equivalents
|
- | - | ||||||
Dilutive weighted average common stock equivalents
|
7,995,628 | 7,374,795 | ||||||
Net loss per share of voting and nonvoting
|
||||||||
common stock Basic and Diluted
|
$ | (0.02 | ) | $ | (0.03 | ) |
Remaining three months in 2013
|
$ | 8,000 | ||
2014
|
214,000 | |||
2015
|
177,000 | |||
2016
|
130,000 | |||
2017
|
130,000 | |||
$ | 659,000 |
Remaining three months in 2013
|
$ | 8,000 | ||
2014
|
22,000 | |||
2015
|
22,000 | |||
2016
|
22,000 | |||
2017
|
18,000 | |||
$ | 92,000 |
(Unaudited)
|
||||||||||||
September 30, 2013
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 190,030 | $ | 560,576 | $ | 750,606 | ||||||
Less excise taxes
|
3,990 | 11,681 | 15,671 | |||||||||
Net revenue
|
186,040 | 548,895 | 734,935 | |||||||||
Cost of goods sold
|
74,034 | 216,728 | 290,762 | |||||||||
Gross profit
|
$ | 112,006 | $ | 332,167 | $ | 444,173 | ||||||
Accounts receivable
|
$ | - | $ | 64,504 | $ | 64,504 | ||||||
Property and equipment,
|
||||||||||||
net of accumulated depreciation
|
$ | 44,834 | $ | 400,903 | $ | 445,737 |
(Unaudited)
|
||||||||||||
September 30, 2012
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 140,725 | $ | 489,800 | $ | 630,525 | ||||||
Less excise taxes
|
1,864 | 6,450 | 8,314 | |||||||||
Net revenue
|
138,861 | 483,350 | 622,211 | |||||||||
Cost of goods sold
|
40,635 | 140,653 | 181,288 | |||||||||
Gross profit
|
$ | 98,226 | $ | 342,697 | $ | 440,923 |
December 31, 2012
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 184,783 | $ | 678,398 | $ | 863,181 | ||||||
Less excise taxes
|
2,871 | 10,474 | 13,345 | |||||||||
Net revenue
|
181,912 | 667,924 | 849,836 | |||||||||
Cost of goods sold
|
54,553 | 198,989 | 253,542 | |||||||||
Gross profit
|
$ | 127,359 | $ | 468,935 | $ | 596,294 | ||||||
Accounts receivable
|
$ | - | $ | 69,201 | $ | 69,201 | ||||||
Property and equipment,
|
||||||||||||
net of accumulated depreciation
|
$ | 53,953 | $ | 420,279 | $ | 474,232 |
December 31, 2011
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 129,808 | $ | 277,053 | $ | 406,861 | ||||||
Less excise taxes
|
1,322 | 2,820 | 4,142 | |||||||||
Net revenue
|
128,486 | 274,233 | 402,719 | |||||||||
Cost of goods sold
|
40,208 | 85,746 | 125,954 | |||||||||
Gross profit
|
$ | 88,278 | $ | 188,487 | $ | 276,765 | ||||||
Accounts receivable
|
$ | - | $ | 5,239 | $ | 5,239 | ||||||
Property and equipment,
|
||||||||||||
net of accumulated depreciation
|
$ | 61,052 | $ | 385,252 | $ | 446,304 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Current Assets and Liabilities:
|
||||||||
Accrued Expenses
|
$
|
108,000
|
$
|
61,000
|
||||
Net operating loss
|
185,000
|
126,000
|
||||||
Total
|
293,000
|
187,000
|
||||||
Valuation Allowance
|
(293,000
|
)
|
(187,000
|
)
|
||||
Unaudited Pro-Forma Total Deferred Tax Asset, Net
|
-
|
-
|
||||||
Variance
|
-
|
-
|
||||||
As reported
|
$
|
-
|
$
|
-
|
December 31,
|
||||||||
2012
|
2011
|
|||||||
Deferred tax (benefit) expense
|
$
|
-
|
$
|
-
|
||||
Current provision
|
-
|
-
|
||||||
Unaudited Pro-Forma Total Provision for Income Taxes
|
||||||||
Variance
|
-
|
-
|
||||||
As reported
|
$
|
-
|
$
|
-
|
2012
|
2011
|
||||||||||||||||
Impact
on
|
Impact
on
|
||||||||||||||||
Amount
|
Rate
|
Amount
|
Rate
|
||||||||||||||
Income tax (benefit) expense
|
$
|
(60,000
|
)
|
35.00
|
%
|
$
|
(88,000
|
)
|
35.00
|
%
|
|||||||
State tax, net of Federal effect
|
-
|
-
|
-
|
-
|
|||||||||||||
Permanent differences
|
-
|
-
|
-
|
-
|
|||||||||||||
Valuation allowance
|
60,000
|
35.00
|
%
|
88,000
|
35.00
|
%
|
|||||||||||
Total Pro-Forma Provision
|
$
|
-
|
-
|
%
|
$
|
-
|
-
|
%
|
SEC Fee
|
$ | 314.00 | ||
Legal and Professional Fees
|
$ | 20,000.00 | ||
Accounting and auditing
|
$ | 15,000.00 | ||
EDGAR Fees
|
$ | 750.00 | ||
Transfer Agent fees
|
$ | 500.00 | ||
Misc and Bank Charges
|
$ | 0.00 | ||
TOTAL
|
$ | 36,564.00 |
Exhibit
|
|||
Number
|
Description
|
||
3.1.1
|
Initial Articles of Incorporation 2010
|
||
3.1.2
|
Amended Articles of Incorporation 2011
|
||
3.1.3
|
Amended Articles of Incorporation Filing Receipt 2013
|
||
3.1.4
|
Amended Articles of Incorporation 2013
|
||
3.2.1
|
Initial Bylaws 2010
|
||
3.2.2
|
Amended Bylaws 2013
|
||
4.1
|
Certificate of Designation of Series A Preferred Stock
|
||
5.1
|
Opinion of Kenneth Bart, Bart and Associates LLC
|
||
10.1
|
Form of Private Placement Memorandum and Subscription Agreement
|
||
10.2.1
|
Funding Agreement with NUWA Group, LLC
|
||
10.2.2
|
Amendment to Funding Agreement with NUWA Group, LLC
|
||
23.1
|
Consent of Hartley Moore Accountancy Corporation for use of its Audited report
|
||
23.3
|
Consent of Counsel, Kenneth Bart, Bart and Associates LLC (See Exhibit 5.1)
|
(A)
|
The undersigned Registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(B)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
(C)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(i)
|
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
|
American Brewing Company, Inc. | |||
By: | /S/ Neil Fallon | ||
Neil Fallon, Director | |||
By: | /s/ Julie Anderson | ||
Julie Anderson, Director | |||
/s/ Neil Fallon
|
Chief Executive Officer
|
February 3, 2014
|
||
Neil Fallon
|
Title
|
Date
|
||
/s/ Julie Anderson
|
Vice President
|
February 3, 2014
|
||
Julie Anderson
|
Title
|
Date
|
Name
|
Address
|
Neil Fallon
|
180 West Dayton, Suite 102 B-D
Edmonds, WA 98020
|
Name
|
Address
|
Neil Fallon
|
180 West Dayton, Suite 102 B-D
Edmonds, WA 98020
|
FILED
SECRETARY OF STATE
SAM REED
OCTOBER 11, 2011
STATE OF WASHINGTON
|
ARTICLES OF AMENDMENT
OF
AMERICAN BREWING COMPANY, INC.
|
Name
|
Position
|
Neil Fallon
|
Director
|
Julie Anderson | Director |
Name
|
Address
|
Neil Fallon
|
180 West Dayton, Suite 102 B-D
Edmonds, WA 98020
|
/s/ Neil Fallon | /s/ Julie Anderson |
NEIL FALLON, Director | Julie Anderson, Director |
a.
|
"Board" shall mean the Board of Directors of the Company.
|
b.
|
"Company" shall mean "American Brewing Company, Inc.".
|
c.
|
"Common Stock" shall mean the Common Stock, $.00 I par value per share, of the Company
|
d.
|
"Distribution" shall mean the transfer of cash or property by the Company to one or more of its stockholders without consideration, whether by dividend or otherwise (except a dividend in shares of Company's stock.
|
e.
|
"Original Issue Date" shall mean the date on which the Company issues the first share of Series A Preferred Stock.
|
f.
|
"Series A Preferred Stock" shall mean the Series A Preferred Stock, $.00 I par value per share.
|
g.
|
"Subsidiary" shall mean any corporation or Limited Liability Company of which at least fifty percent (50%) of the outstanding voting stock or membership interest, as the case may be, is at any time owned directly or indirectly by the Company or by one or more of such subsidiary corporations.
|
Copy No.
|
Name: __________________________________
|
Offering Price
(1)
|
Selling Commissions and
Other offering expenses
(2)(3)
|
Estimated Proceeds to
Company
(4)
|
Minimum Offering
|
N/A
|
N/A
|
N/A
|
Maximum Offering
|
$1,000,000
|
$112,000
|
$888,000
|
1.
|
The subscription period will terminate on or before December 31, 2013, provided that we reserve the right, at our sole discretion without any notice, to extend the offering termination date by up to 60 days (as such date may be so extended, the “Offering Termination Date”).
|
2.
|
The Shares will be offered on an exclusive, “best efforts” basis by Spencer Edwards, Inc. Spencer Edwards, Inc. shall be entitled to commissions of 11% of the gross proceeds raised in this Offering through its efforts. In addition to the 11% commission, the Company also anticipates approximately $2,000 of additional offering expenses.
|
3.
|
Offering expenses, including Spencer Edwards, Inc.’s fees and expenses, are estimated to amount to up to 11% of gross proceeds.
|
4.
|
After deducting estimated costs and expenses of the Offering. See “ESTIMATED USE OF PROCEEDS.”
|
(i)
|
one copy of the Subscription Agreement, by means of which the Investor shall subscribe to purchase one or more (or fractions thereof) Shares, and
|
(ii)
|
a check payable to “American Brewing Company, Inc.” in the amount of $0.50 for each Share for which the Investor wishes to subscribe (subscribers may also wire the funds directly to American Brewing Company, Inc.: Bank Name: Key Bank, Account Number: 471153004638, Wiring Routing Number: 125000574, Bank Address: 2424 Mildred Street W, University Place, WA 98466. See “TERMS OF THE OFFERING”).
|
SUMMARY OF THE OFFERING
|
8
|
RISK FACTORS
|
9
|
RISK FACTORS RELATING TO THE COMPANY, THE PLANNED ACQUISITION AND THE OFFERING
|
10
|
RISK FACTORS RELATING TO AMERICAN BREWING COMPANY, INC.
|
14
|
INVESTOR SUITABILITY STANDARDS ..
|
20
|
ESTIMATED USE OF PROCEEDS
|
23
|
THE COMPANY
|
23
|
AMERICAN BREWING COMPANY’S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
26
|
LEGAL MATTERS
|
28
|
SELECTED FINANCIAL STATEMENTS .
|
. 28
|
MANAGEMENT
|
28
|
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
|
29
|
EXECUTIVE COMPENSATION .
|
29
|
OUTSTANDING EQUITY AWARDS AT FISCAL-END
|
29
|
CERTAIN TRANSACTIONS AND CONFLICTS OF INTEREST .
|
30
|
BENEFICIAL OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
|
30
|
COMMON STOCK
|
31
|
SERIES A PREFERRED STOCK
|
. 31
|
ESTIMATED DILUTION
|
32
|
CAPITAL STRUCTURE
|
33
|
DESCRIPTION OF CAPITAL STOCK
|
33
|
PRICING OF THIS OFFERING
|
35
|
PLAN OF DISTRIBUTION .
|
35
|
TERMS OF THE OFFERING
|
35
|
SUBSCRIPTION PROCEDURE
|
36
|
ADDITIONAL INFORMATION
|
36
|
GENERAL INSTRUCTIONS FOR INVESTORS
|
37
|
EXHIBIT A - SUBSCRIPTION AGREEMENT AND INVESTOR SUITABILITY QUESTIONNAIRE
|
A-1
|
EXHIBIT B - SELECTED FINANCIAL STATEMENTS
|
B-1
|
Securities Offered:
|
The Company is offering up to 2,000,000 shares of Common Stock (the “Shares”) in this Offering.
|
Price Per Share:
|
$0.50 per Share. |
Minimum Investment:
|
The Minimum Investment amount shall be $10,000 (20,000 Shares). Subscriptions are payable in cash and the Company reserves the right to reject any subscription, in whole or in part.
|
Offering Period:
|
The Offering will commence on the date hereof and shall terminate on December 31, 2013, unless extended by the Company for up to an additional sixty (60) days.
|
Suitability Standards:
|
The Shares are a suitable investment only for accredited investors who (i) have the financial means to bear the risk of loss of their entire investment; (ii) have no need for liquidity; and (iii) are willing to accept restrictions on the transfer of the Shares. We will accept subscriptions from “Accredited Investors” (as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission (“SEC”) and similar state statutes). See “INVESTOR SUITABILITY STANDARDS.”
|
Subscription Documents:
|
An investment in the Shares may only be made pursuant to a Subscription Agreement and Investor Suitability Questionnaire that contains, among other matters, certain representations and warranties by the Company and certain representations and warranties by each Investor. Copies of the Subscription Agreement and Investor Suitability Questionnaire are included as Exhibit A to this Memorandum. All subscription checks should be made payable to “American Brewing Company, Inc.” See “TERMS OF THE OFFERING.”
|
•
|
the number of customers the Company is able to attract and retain over time.
|
|
•
|
the economy, and in periods of declining economic conditions, customers may cut back on purchases of our products.
|
|
•
|
the competitive environment in the micro-brewery market that may force it to reduce prices below its desired pricing level or increase promotional spending.
|
|
•
|
the ability to anticipate changes in consumer preferences and to meet customers’ needs in a timely cost effective manner.
|
|
•
|
the ability to establish, maintain and eventually grow market share in a competitive environment.
|
·
|
there is no guarantee that we will enter into definitive agreements with distributors and on acceptable terms;
|
·
|
hiring and training qualified personnel in local markets;
|
·
|
managing marketing and development costs at affordable levels;
|
·
|
cost and availability of labor;
|
·
|
the availability of, and our ability to obtain, adequate supplies of ingredients that meet our quality standards; and
|
·
|
securing required governmental approvals in a timely manner when necessary.
|
·
|
executing our vision effectively;
|
·
|
initial sales performance of new product;
|
·
|
competition, either from our known competitors in the beverage industry, or others entering into our chosen markets;
|
·
|
changes in consumer preferences and discretionary spending;
|
·
|
consumer understanding and acceptance of our brands(s) experience;
|
·
|
general economic conditions, which can affect store traffic, local labor costs and prices we pay for the ingredients, equipment and other supplies we use; and
|
·
|
changes in government regulation.
|
1.
|
You are an “Accredited Investor” as defined in Rule 501(a) under Regulation D. Rule 501(a) states an Accredited Investor is:
|
(a)
|
a bank, insurance company, registered investment company, business development company, or small business investment company;
|
(b)
|
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
|
(c)
|
a charitable organization, corporation, or partnership with assets exceeding $5 million;
|
(d)
|
a director, executive officer, or general partner of the company selling the securities;
|
(e)
|
a business in which all the equity owners are accredited investors;
|
(f)
|
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
|
(g)
|
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
|
(h)
|
a trust with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated person” as defined in Section 230.506(b)(2)(ii) of Regulation D.
|
2.
|
The investor has such knowledge and experience in financial and business matters that he is able to evaluate the merits and risks of an investment in the Shares.
|
3.
|
The investor has the financial ability to bear the economic risk of an investment in the Shares, adequate means of providing for his current needs and personal contingencies and no need for liquidity in an investment in the Shares.
|
4.
|
The investor is acquiring the Shares for his own account for investment and not with a view to resale or distribution.
|
Total Offering
|
||||
Gross Proceeds
|
$ | 1,000,000 | ||
Offering Expenses
(1)
|
$ | (112,000 | ) | |
Net Proceeds
|
$ | 888,000 | ||
Capital for Brewing Machinery, General Working Capital and Business Expansion
(2)
|
$ | 888,000 |
(1)
|
Offering expenses, which include commissions paid to Spencer Edwards, Inc.as well as other offering costs, are estimated to amount to up to 11% of gross proceeds.
|
(2)
|
Business Expansion includes additional marketing services and products, increased advertising services, as well as expansion of the company’s product line and geographical distribution area.
|
Remaining six months in 2013
|
$ | 55,000 | ||
2014
|
$ | 215,000 | ||
$ | 270,000 |
Name
|
Age
|
Position(s) Held
|
Date Service Began
|
|||
Neil Fallon
|
47
|
Chief Executive Officer and Director
|
April 26, 2010
|
|||
Julie Anderson
|
54
|
Vice President and Director
|
December 31, 2012
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
|
Non-Equity
Incentive
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Totals
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Neil Fallon,
CEO & Director
|
2010
2011
2012
|
$40,000
$80,000
$80,000
|
–
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
$40,000
$80,000
$80,000
|
Julie Anderson,
Vice President & Director
|
2010
2011
(1)
2012
|
–
$60,000
$60,000
|
–
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
–
–
–
|
–
$60,000
$60,000
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares of
Stock That
Have Not
Vested (#)
|
Market
Value of
Shares of
Stock That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Shares or
Other Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other Rights That
Have Not
Vested ($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Neil Fallon
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
Julie Anderson
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
Name of officer, director or
5% or more shareholder
|
Amount or nature
of beneficial ownership
|
Percentage of share
ownership
prior to this
Offering
(1)
|
Estimated Percentage
of share ownership
if
Maximum Offering
is Sold
(2)
|
|
Neil Fallon, Chief
Executive Officer
and Director
|
5,520,000
|
55.3%
|
46.0%
|
|
Julie Anderson,
Vice President
and Director
|
1,600,000
|
16.0%
|
13.3%
|
|
All Officers and
Directors as a Group
(2 persons)
Mark Meath
Nuwa Group, LLC
(3)
|
7,120,000
720,000
1.990,000
|
71.3%
7.2%
19.9%
|
59.3%
6%
16.6%
|
|
(1)
|
As of September 20, 2013, the Company had 8,000,000 shares of Common Stock issued and outstanding, as well as 990,000 common shares and warrants exercisable to purchase one million common shares that the Company is contractually obligated to issue to Nuwa Group, LLC.
|
(2)
|
Assumes that the Maximum Offering Amount of $1,000,000 (2,000,000 Shares) is raised pursuant to this
Offering
.
|
(3)
|
Includes 990,000 common shares and 1,000,000 warrants for the purchase of 1,000,000 common shares issuable upon exercise which the Company is contractually obligated to issue to Nuwa Group, LLC. Nuwa Group, LLC is owned by Kevin Fickle and Devin Bosh.
|
Name of officer, director or
5% or more shareholder
|
Amount or nature
of beneficial ownership
|
Percentage of share
ownership
prior to this
Offering
(1)
|
Estimated Percentage
of share ownership if
Maximum Offering
is Sold
(2)
|
||
Neil Fallon, Chief
Executive Officer
and Director
|
225,000
|
90%
|
90%
|
||
Julie Anderson,
Vice President
and Director
|
25,000
|
10%
|
10%
|
||
All Officers and
Directors as a Group
(2 persons)
|
250,000
|
100%
|
100%
|
||
(1)
|
As of September 20, 2013, the Company had 250,000 shares of Series A Preferred Stock issued and outstanding. The Preferred Shares carry voting rights of 500 votes for each share of Preferred Stock held. There are no conversion or redemption rights associated with the Preferred Stock. Please see the Section “DESCRIPTION OF CAPITAL STOCK” for additional rights associated with our Preferred Stock.
|
(2)
|
Assumes that the Maximum Offering Amount of $1,000,000 (2,000,000 Shares) is raised pursuant to this
Offering
.
|
Offering price per Share
|
$ | 0.50 | ||
Estimated net tangible book value per Share at June 30, 2013, prior to this Offering
|
$ | (0.018 | ) | |
Increase per Share attributable to new Investors
|
$ | 0.08 | ||
Pro forma net tangible book value per Share, subsequent to this Offering
|
$ | 0.062 | ||
Net tangible book value dilution per Share to new Investors
|
$ | 0.44 |
Securities Prior to Offering
|
Number of Shares
|
Common Stock Authorized for Issuance
|
50,000,000
|
Preferred Stock Authorized for Issuance
|
1,000,000
|
Common Stock Outstanding
|
8,000,000
|
Contractually Obligated Common Stock
|
990,000
|
Contractually Obligated Warrants
|
1,000,000
|
Preferred Stock Outstanding
(Series A Convertible Preferred Stock)
|
250,000
|
Series Issuable in Connection With Offering
(assuming Maximum Offering)
(1)
|
2,000,000
|
|
(1)
|
Assumes the sale of the Maximum Offering Amount of 2,000,000 Shares issuable in connection with the Offering.
|
|
Rights Granted to Holders of Preferred Stock
. The holders of the outstanding series of our Preferred Stock have the following rights:
|
|
(1)
|
o
|
a bank, insurance company, registered investment company, business development company, or small business investment company;
|
|
(2)
|
o
|
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
|
|
(3)
|
o
|
a charitable organization, corporation, or partnership with assets exceeding $5 million;
|
|
(4)
|
o
|
a director, executive officer, or general partner of the company selling the securities;
|
|
(5)
|
o
|
a business in which all the equity owners are accredited investors; |
|
(6)
|
o
|
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
|
|
(7)
|
o
|
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
|
|
(8)
|
o
|
a trust with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated person” as described in Section 230.506(b)(2)(ii) of Regulation D.
|
(Name of Subscriber)
|
(Signature of Subscriber)
|
|
(Name of Subscriber)
|
(Signature of Subscriber)
|
|
(Address
)
|
(Signature of Authorized Representative)
|
|
(Address)
|
(Print Name and Title of
Authorized Representative)
|
|
(Telephone Number)
|
||
(E-mail Address)
|
||
(Social Security Number/
Federal Employer Identification Number)
|
(Date)
|
Print Broker of Record Name
|
Broker of Record Signature
|
Broker of Record
|
||
CRD No.
|
||||
Print Firm Name
|
Broker-Dealer CRD No.
|
(Initial)
|
I understand that the representations contained in this Section B are made for the purpose of qualifying me as an Accredited Investor as that term is defined by the Securities and Exchange Commission for the purpose of inducing a sale of securities to me. I hereby represent that the statement or statements initialed below are true and correct in all respects. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages. |
ITEM II. INDIVIDUAL INVESTORS MUST INITIAL ONE OR MORE OF THE FOLLOWING TWO STATEMENTS WHICH ARE TRUE: | ||
(Initial)
|
A. | I certify that I am an Accredited Investor because I had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in each of the most recent two years, or joint income with my spouse of more than $300,000 in each of those years, and I reasonably expect to reach the same income level for the current year. For purposes of this Questionnaire, individual or joint income means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or property owned by a spouse): (i) the amount of any tax exempt interest income received; (ii) the amount of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any amount for which income from long-term capital gains has been reduced in arriving to adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code. |
(Initial)
|
B. | I certify that I am an Accredited Investor because I have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of this paragraph, individual net worth means the excess of total assets at fair market value, excluding the value of a person’s principal residence but including personal property, over total liabilities, but excluding from such liabilities the amount of mortgage debt secured by any such principal residence, except to the extent that the amount of the mortgage debt exceeds the fair value of the residence. |
Dates of Attendance
|
Field of Study
|
School Attended
|
Degree
|
|||
2.
|
Current and prior employment, positions or occupations:
(Please set forth employment history
during at least the past five years.)
|
Employer
|
Title
|
Principal Responsibilities
|
Dates of Employment
|
|||
3.
|
Details of any training or experience in financial, business or tax matters not disclosed in Items 1 and 2 immediately above:
|
4.
|
Prior investments of purchaser:
(Please itemize each investment separately.)
|
Type of Prior Investment
(stocks, bonds mutual funds, LLPs, LLCs, etc.)
|
Year of Investment
|
Amount Invested
|
|||
6.
|
I have previously purchased securities which were sold in reliance on the private offering exemption from registration under the Securities Act of 1933, as amended, or other similar state exemptions:
|
7.
|
I have such knowledge and experience in financial, tax and business matters that I am capable of utilizing the information made available to me in connection with offering of the Shares, of evaluating the merits and risks of an investment in the Shares, and of making an informed investment decision with respect to the Shares.
|
|
(a)
|
the information contained herein is complete and accurate and may be relied upon; and
|
|
(b)
|
I will notify you immediately of any material change in any of such information occurring prior to the acceptance of my subscription.
|
Signature | Signature | |
Print Name | Print Name |
Signature | Signature | |
Print Name | Print Name |
Print Name of Entity
|
||
By: | ||
(Print Name and Title of Authorized Person(s)) | ||
Signature(s) |
Independent Auditor’s Report
|
F-1
|
Balance Sheets
|
F-2
|
Statements of Operations
|
F-3
|
Statements of Stockholders’ (Deficit) Equity
|
F-4
|
Statements of Cash Flows
|
F-5
|
Notes to the Financial Statements
|
F-7
|
(Unaudited)
|
December 31,
|
|||||||||
June 30, 2013
|
2012
|
2011
|
||||||||
ASSETS
|
||||||||||
Current Assets:
|
||||||||||
Cash and cash equivalents
|
$
|
43,521
|
$
|
47,311
|
$
|
15,339
|
||||
Accounts receivable, net of allowance for doubtful accounts of $0, $0 and $0, respectively
|
66,085
|
69,201
|
5,239
|
|||||||
Inventories
|
8,021
|
8,064
|
5,780
|
|||||||
Total current assets
|
117,627
|
124,576
|
26,358
|
|||||||
Property and equipment, net
|
461,114
|
474,232
|
446,304
|
|||||||
Other assets
|
14,274
|
9,680
|
9,468
|
|||||||
Total assets
|
$
|
593,015
|
$
|
608,488
|
$
|
482,130
|
||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||||
Current Liabilities:
|
||||||||||
Accounts payable
|
$
|
11,156
|
$
|
19,357
|
$
|
21,585
|
||||
Current portion of notes payable and capital leases
|
48,120
|
73,651
|
114,131
|
|||||||
Due to related parties
|
-
|
-
|
1,756
|
|||||||
Accrued expenses and other current liabilities
|
505,165
|
456,023
|
230,447
|
|||||||
Total current liabilities
|
564,441
|
549,031
|
367,919
|
|||||||
Note payable and capital leases, less current portion
|
174,401
|
104,485
|
36,042
|
|||||||
Total liabilities
|
738,842
|
653,516
|
403,961
|
|||||||
Stockholders’ (Deficit) Equity:
|
||||||||||
Voting Common Stock, no par value; 100,000 shares authorized; 0, 1,115 and 1,115 shares issued and outstanding, respectively
|
-
|
83,625
|
83,625
|
|||||||
Nonvoting Common Stock, no par value; 100,000 shares authorized; 0, 9,700, and 9,495 shares issued and outstanding, respectively
|
-
|
416,375
|
366,375
|
|||||||
Preferred Stock, $0.001 par value: 1,000,000 shares authorized, 250,000, 0 and 0 shares issued and outstanding, respectively
|
250
|
-
|
-
|
|||||||
Common Stock, $0.001 par value; 50,000,000 shares authorized; 8,000,000, 0 and 0 shares issued and outstanding, respectively
|
8,000
|
-
|
-
|
|||||||
Additional paid-in capital
|
491,750
|
-
|
-
|
|||||||
Accumulated deficit
|
645,827
|
)
|
545,028
|
)
|
371,831
|
)
|
||||
Total stockholders’ (deficit) equity
|
145,827
|
)
|
45,028
|
)
|
78,169
|
|||||
Total liabilities and stockholders’ (deficit) equity
|
$
|
593,015
|
$
|
608,488
|
$
|
482,130
|
(Unaudited)
|
||||||||||||||||
June 30,
|
December 31,
|
|||||||||||||||
2013
|
2012
|
2012
|
2011
|
|||||||||||||
Revenue
|
$ | 484,266 | $ | 406,432 | $ | 863,181 | $ | 406,861 | ||||||||
Less excise taxes
|
9,858 | 3,646 | 13,345 | 4,142 | ||||||||||||
Net revenue
|
474,408 | 402,786 | 849,836 | 402,719 | ||||||||||||
Cost of goods sold
|
209,216 | 99,824 | 253,542 | 125,954 | ||||||||||||
Gross profit
|
265,192 | 302,962 | 596,294 | 276,765 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Advertising, promotional and selling
|
161,183 | 158,153 | 323,922 | 176,105 | ||||||||||||
General and administrative
|
196,116 | 217,078 | 430,394 | 344,283 | ||||||||||||
Total operating expenses
|
357,299 | 375,231 | 754,316 | 520,388 | ||||||||||||
Operating loss
|
(92,107 | ) | (72,269 | ) | (158,022 | ) | (243,623 | ) | ||||||||
Other (expense) income, net:
|
||||||||||||||||
Interest
|
(8,692 | ) | (12,327 | ) | (25,159 | ) | (7,402 | ) | ||||||||
Other
|
- | 475 | 9,984 | - | ||||||||||||
Total other (expense), net
|
(8,692 | ) | (11,852 | ) | (15,175 | ) | (7,402 | ) | ||||||||
Net loss
|
$ | (100,799 | ) | $ | (84,121 | ) | $ | (173,197 | ) | $ | (251,025 | ) | ||||
Net loss per share
|
$ | (0.01 | ) | (0.01 | ) | (0.02 | ) | (0.03 | ) | |||||||
Weighted-average number of shares
|
8,000,000 | 7,991,209 | 7,995,628 | 7,374,795 |
Voting Common Stock
|
Nonvoting Common Stock
|
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||||||||||||
100,000 Shares
|
100,000 Shares
|
1,000,000 Shares
|
50,000,000 Shares
|
|||||||||||||||||||||||||||||||||||||
Authorized,
|
Authorized,
|
Authorized,
|
Authorized,
|
|||||||||||||||||||||||||||||||||||||
No Par Value
|
No Par Value
|
$0.001 Par Value
|
$0.001 Par Value
|
Additional
|
||||||||||||||||||||||||||||||||||||
Number
|
Number
|
Number
|
Number
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||||||||||||
of Shares
|
Amount
|
of Shares
|
Amount
|
of Shares
|
Amount
|
of Shares
|
Amount
|
Capital
|
Deficit
|
|||||||||||||||||||||||||||||||
Balance at January 1, 2011
|
1,000 | $ | 75,000 | 9,000 | $ | 300,000 | - | - | - | - | - | $ | (120,806 | ) | ||||||||||||||||||||||||||
Conversion of Debt to Stock
|
115 | 8,625 | 495 | 66,375 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | - | - | - | - | (251,025 | ) | |||||||||||||||||||||||||||||
Balance at December 31, 2011
|
1,115 | 83,625 | 9,495 | 366,375 | - | - | - | - | - | (371,831 | ) | |||||||||||||||||||||||||||||
Stock Issued for Cash
|
- | - | 205 | 50,000 | - | |||||||||||||||||||||||||||||||||||
Net Loss
|
- | - | - | - | (173,197 | ) | ||||||||||||||||||||||||||||||||||
Balance at December 31, 2012
|
1,115 | 83,625 | 9,700 | 416,375 | - | - | - | - | - | (545,028 | ) | |||||||||||||||||||||||||||||
Reorganization
|
(1,115 | ) | (83,625 | ) | (9,700 | ) | (416,375 | ) | (250,000 | ) | 250 | 8,000,000 | 8,000 | 491,750 | - | |||||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | - | - | - | - | (100,799 | ) | |||||||||||||||||||||||||||||
Balance at June 30, 2013
|
- | - | - | - | 250,000 | $ | 250 | 8,000,000 | $ | 8,000 | $ | 491,750 | $ | (645,827 | ) |
(Unaudited)
|
||||||||||||||||
June 30,
|
December 31,
|
|||||||||||||||
2013
|
2012
|
2012
|
2011
|
|||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Net loss
|
$ | (100,799 | ) | $ | (84,121 | ) | $ | (173,197 | ) | $ | (251,025 | ) | ||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||||||||||
Depreciation and amortization
|
51,240 | 43,064 | 92,034 | 64,729 | ||||||||||||
(Gain) loss on the disposition of property and equipment
|
- | (475 | ) | (9,984 | ) | - | ||||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||
Accounts receivable
|
3,116 | (21,937 | ) | (63,962 | ) | (5,239 | ) | |||||||||
Inventories
|
43 | (4,220 | ) | (2,284 | ) | (5,780 | ) | |||||||||
Other assets
|
(4,594 | ) | (1,091 | ) | (212 | ) | (8,000 | ) | ||||||||
Accounts payable
|
(8,201 | ) | (19,907 | ) | (2,228 | ) | 21,585 | |||||||||
Due to related parties
|
- | (1,756 | ) | (1,756 | ) | 1,756 | ||||||||||
Accrued expenses
|
49,142 | 97,765 | 225,576 | 190,447 | ||||||||||||
Net cash (used in) provided by operating activities
|
(10,053 | ) | 7,322 | 63,987 | 8,473 | |||||||||||
Cash flows from investing activities:
|
||||||||||||||||
Purchases of property and equipment
|
(9,927 | ) | (34,355 | ) | (77,104 | ) | (195,752 | ) | ||||||||
Proceeds from disposal of property and equipment
|
- | 1,920 | 19,670 | - | ||||||||||||
Net cash used in investing activities
|
$ | (9,927 | ) | $ | (32,435 | ) | $ | 57,434 | $ | (195,752 | ) |
(Unaudited)
|
||||||||||||||||
June 30,
|
December 31,
|
|||||||||||||||
2013
|
2012
|
2012
|
2011
|
|||||||||||||
Cash flows from financing activities:
|
||||||||||||||||
Proceeds from note payable and related party notes
|
$ | 55,700 | $ | 15,000 | $ | 39,540 | $ | 160,490 | ||||||||
Issuance of stock for cash
|
- | 50,000 | 50,000 | - | ||||||||||||
Repayment of notes payable and capital lease payments
|
(39,510 | ) | (26,693 | ) | (64,121 | ) | (29,192 | ) | ||||||||
Net cash provided by financing activities
|
16,190 | 38,307 | 25,419 | 131,298 | ||||||||||||
Change in cash and cash equivalents
|
(3,790 | ) | 13,194 | 31,972 | (55,981 | ) | ||||||||||
Cash and cash equivalents at beginning of period
|
47,311 | 15,339 | 15,339 | 71,320 | ||||||||||||
Cash and cash equivalents at end of period
|
43,521 | 28,533 | 47,311 | 15,339 | ||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||||||
Interest paid
|
2,639 | 3,253 | 7,088 | 2,388 | ||||||||||||
Noncash transactions:
|
||||||||||||||||
Capitalization of property and equipment from notes payable or capital leases
|
28,195 | 52,544 | 52,544 | 67,455 | ||||||||||||
Conversion of note payable to voting and nonvoting common stock
|
- | - | - | 75,000 |
|
·
|
Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
|
·
|
Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
|
|
·
|
Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.
|
Kegs
|
|
5 years
|
|
Machinery and equipment
|
7 years
|
||
Office equipment and furniture, and vehicles
|
|
5 years
|
|
Leasehold improvements
|
|
Lesser of the remaining term of the lease or estimated useful life of the asset
|
(Unaudited)
|
||||||||||||
June 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Raw materials
|
$ | - | $ | - | $ | - | ||||||
Work in progress
|
8,021 | 8,064 | 5,780 | |||||||||
Finished goods
|
- | - | - | |||||||||
$ | 8,021 | $ | 8,064 | $ | 5,780 |
(Unaudited)
|
||||||||||||
June 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Rent deposit
|
$ | 12,816 | $ | 9,468 | $ | 9,468 | ||||||
Other
|
1,458 | 212 | - | |||||||||
$ | 14,274 | $ | 9,680 | $ | 9,468 |
(Unaudited)
|
||||||||||||
June 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Machinery and equipment
|
$ | 441,301 | $ | 409,979 | $ | 347,292 | ||||||
Kegs
|
133,193 | 126,393 | 79,538 | |||||||||
Trucks
|
21,401 | 21,401 | 21,401 | |||||||||
Office equipment and furniture
|
17,071 | 17,071 | 12,077 | |||||||||
Leasehold improvements
|
61,207 | 61,207 | 61,207 | |||||||||
674,173 | 636,051 | 521,515 | ||||||||||
Less accumulated depreciation
|
(213,059 | ) | (161,819 | ) | (75,211 | ) | ||||||
$ | 461,114 | $ | 474,232 | $ | 446,304 |
(Unaudited)
|
||||||||||||
June 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Accrued officer compensation
|
$ | 390,000 | $ | 320,000 | $ | 180,000 | ||||||
Refundable deposits on kegs
|
70,327 | 93,535 | 17,277 | |||||||||
Accrued payroll and payroll taxes
|
18,836 | 15,942 | 16,028 | |||||||||
Accrued interest
|
5,215 | 5,215 | 140 | |||||||||
Other accrued liabilities
|
20,787 | 21,331 | 17,002 | |||||||||
$ | 505,165 | $ | 456,023 | $ | 230,447 |
(Unaudited)
|
||||||||||||
June 30,
|
December 31,
|
|||||||||||
2013
|
2012
|
2011
|
||||||||||
Notes payable
|
$ | 11,599 | $ | 22,663 | $ | 24,108 | ||||||
Notes payable to shareholders
|
158,925 | 75,030 | 50,490 | |||||||||
Capital leases
|
51,997 | 80,443 | 75,575 | |||||||||
222,521 | 178,136 | 150,173 | ||||||||||
Less current portion
|
(48,120 | ) | (73,651 | ) | (114,131 | ) | ||||||
$ | 174,401 | $ | 104,485 | $ | 36,042 |
Remaining six months in 2013
|
$ | 10,697 | ||
2014
|
902 | |||
$ | 11,599 |
Remaining six months in 2013
|
$ | 28,195 | ||
2014
|
90,030 | |||
2015
|
40,700 | |||
$ | 158,925 |
Remaining six months in 2013
|
$ | 9,966 | ||
2014
|
23,520 | |||
2015
|
21,154 | |||
54,640 | ||||
Less amount representing interest
|
(2,643 | ) | ||
$ | 51,997 |
For the Six Month Periods
|
||||||||
Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Net loss attributable to common stockholders
|
$ | (100,799 | ) | $ | (84,121 | ) | ||
Basic weighted average outstanding shares of common stock
|
8,000,000 | 7,991,209 | ||||||
Dilutive effect of common stock equivalents
|
- | - | ||||||
Dilutive weighted average common stock equivalents
|
8,000,000 | 7,991,209 | ||||||
Net loss per share of voting and nonvoting
|
||||||||
common stock Basic and Diluted
|
$ | (0.01 | ) | $ | (0.01 | ) |
For the Years
|
||||||||
Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
Net loss attributable to common stockholders
|
$ | (173,197 | ) | $ | (251,025 | )) | ||
Basic weighted average outstanding shares of common stock
|
7,995,628 | 7,374,795 | ||||||
Dilutive effect of common stock equivalents
|
- | - | ||||||
Dilutive weighted average common stock equivalents
|
7,995,628 | 7,374,795 | ||||||
Net loss per share of voting and nonvoting
|
||||||||
common stock Basic and Diluted
|
$ | (0.02 | ) | $ | (0.03 | ) |
Remaining six months in 2013
|
$ | 55,000 | ||
2014
|
215,000 | |||
$ | 270,000 |
Remaining six months in 2013
|
$ | 21,660 | ||
2014
|
21,936 | |||
2015
|
20,640 | |||
2016
|
20,640 | |||
2017
|
18,370 | |||
Thereafter
|
22,500 | |||
$ | 125,746 |
(Unaudited)
|
||||||||||||
June 30, 2013
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 80,545 | $ | 403,721 | $ | 484,266 | ||||||
Less excise taxes
|
1,647 | 8,211 | 9,858 | |||||||||
Net revenue
|
78,898 | 395,510 | 474,408 | |||||||||
Cost of goods sold
|
34,957 | 174,259 | 209,216 | |||||||||
Gross profit
|
$ | 43,941 | $ | 221,251 | $ | 265,192 | ||||||
Accounts receivable
|
$ | - | $ | 66,085 | $ | 66,085 | ||||||
Property and equipment,
|
||||||||||||
net of accumulated depreciation
|
$ | 47,874 | $ | 413,240 | $ | 461,114 |
(Unaudited)
|
||||||||||||
June 30, 2012
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 90,216 | $ | 316,216 | $ | 406,432 | ||||||
Less excise taxes
|
809 | 2,837 | 3,646 | |||||||||
Net revenue
|
89,407 | 313,379 | 402,786 | |||||||||
Cost of goods sold
|
22,159 | 77,665 | 99,824 | |||||||||
Gross profit
|
$ | 67,248 | $ | 235,714 | $ | 302,962 |
December 31, 2012
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 184,783 | $ | 678,398 | $ | 863,181 | ||||||
Less excise taxes
|
2,871 | 10,474 | 13,345 | |||||||||
Net revenue
|
181,912 | 667,924 | 849,836 | |||||||||
Cost of goods sold
|
54,553 | 198,989 | 253,542 | |||||||||
Gross profit
|
$ | 127,359 | $ | 468,935 | $ | 596,294 | ||||||
Accounts receivable
|
$ | - | $ | 69,201 | $ | 69,201 | ||||||
Property and equipment,
|
||||||||||||
net of accumulated depreciation
|
$ | 53,953 | $ | 420,279 | $ | 474,232 |
December 31, 2011
|
||||||||||||
Retail
|
Wholesale
|
Total
|
||||||||||
Sales
|
$ | 129,808 | $ | 277,053 | $ | 406,861 | ||||||
Less excise taxes
|
1,322 | 2,820 | 4,142 | |||||||||
Net revenue
|
128,486 | 274,233 | 402,719 | |||||||||
Cost of goods sold
|
40,208 | 85,746 | 125,954 | |||||||||
Gross profit
|
$ | 88,278 | $ | 188,487 | $ | 276,765 | ||||||
Accounts receivable
|
$ | - | $ | 5,239 | $ | 5,239 | ||||||
Property and equipment,
|
||||||||||||
net of accumulated depreciation
|
$ | 61,052 | $ | 385,252 | $ | 446,304 |
December 31,
|
||||||||
2012
|
2011
|
|||||||
Current Assets and Liabilities:
|
||||||||
Accrued Expenses
|
$
|
108,000
|
$
|
61,000
|
||||
Net operating loss
|
185,000
|
126,000
|
||||||
Total
|
293,000
|
187,000
|
||||||
Valuation Allowance
|
(293,000
|
)
|
(187,000
|
)
|
||||
Unaudited Pro-Forma Total Deferred Tax Asset, Net
|
-
|
-
|
||||||
Variance
|
-
|
-
|
||||||
As reported
|
$
|
-
|
$
|
-
|
December 31,
|
||||||||
2012
|
2011
|
|||||||
Deferred tax (benefit) expense
|
$
|
-
|
$
|
-
|
||||
Current provision
|
-
|
-
|
||||||
Unaudited Pro-Forma Total Provision for Income Taxes
|
||||||||
Variance
|
-
|
-
|
||||||
As reported
|
$
|
-
|
$
|
-
|
2012
|
2011
|
||||||||||||||||
Impact
on
|
Impact
on
|
||||||||||||||||
Amount
|
Rate
|
Amount
|
Rate
|
||||||||||||||
Income tax (benefit) expense
|
$
|
(60,000)
|
|
35.00
|
%
|
$
|
(88,000)
|
|
35.00
|
%
|
|||||||
State tax, net of Federal effect
|
-
|
-
|
-
|
-
|
|||||||||||||
Permanent differences
|
-
|
-
|
-
|
-
|
|||||||||||||
Valuation allowance
|
60,000
|
35.00
|
%
|
88,000
|
35.00
|
%
|
|||||||||||
Total Pro-Forma Provision
|
$
|
-
|
-
|
%
|
$
|
-
|
-
|
%
|