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
|
4,595,979
|
$.50
|
$2,297,989.50
|
$295.99
|
Common Stock, par value $0.001 to be sold by the Company
|
570,000
|
$.50
|
$ 285,000.00
|
$ 36.71
|
Total
|
5,165,979
|
$.50
|
$2,582,989.50
|
$332.70
|
(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
|
41 | |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
|
40 | |
EXECUTIVE COMPENSATION
|
42 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
43 | |
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
|
45 | |
INDEMNIFICATION
|
46 | |
AVAILABLE INFORMATION
|
47 | |
FINANCIAL STATEMENTS
|
47 |
Securities Being Offered
|
570,000 shares of common stock, par value
|
by the Company:
|
$.001, on a best-efforts basis
|
Securities Being Offered
|
4,595,979 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 received from the sale of its common stock to purchase additional brewing machinery, use as working capital and to fund business operations and expansion of its current brewing facility.
|
Number of Shares Outstanding
|
|
Before the Offering:
|
12,016,854
|
Number of Shares Outstanding
|
|
After the Offering:
|
12,586,854, 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
|
|
·
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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 |
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
|
20,000
|
0
|
0
|
Chidley, Cara
|
3,500
|
3,500
|
0
|
0
|
DALA, LLC
(6)
|
400,000
|
400,000
|
0
|
0
|
Erickson, Steve
|
160,000
|
160,000
|
0
|
0
|
GRQ Consultants, Inc.
(7)
|
375,000
|
375,000
|
0
|
0
|
Haney, Barr
|
20,000
|
20,000
|
0
|
0
|
Honig, Barry
|
400,000
|
400,000
|
0
|
0
|
Johnson, Amanda
|
5,000
|
5,000
|
0
|
0
|
Madsen, Skip
|
5,000
|
5,000
|
0
|
0
|
Majumdar, Simon
|
3,000
|
3,000
|
0
|
0
|
Meath, Mark
|
774,479
|
774,479
|
0
|
0
|
Melechdavid, Inc.
(11)
|
200,000
|
200,000
|
0
|
0
|
Melechdavid, Inc. Retirement Plan
(11)
|
200,000
|
200,000
|
0
|
0
|
Meredith, Brian
|
3,000
|
3,000
|
0
|
0
|
Naples, Robert and Elizabeth
|
50,000
|
50,000
|
0
|
0
|
Nelson, James E
|
20,000
|
20,000
|
0
|
0
|
NUWA Group, LLC
(13)
|
1,990,000
|
990,000
|
0
|
0
|
Palladium Capital Advisors, LLC
(8)
|
25,000
|
25,000
|
0
|
0
|
Payson, Dan
|
5,000
|
5,000
|
0
|
0
|
Pendola, Glenn and Denise
|
20,000
|
20,000
|
0
|
0
|
Ryman, Mike
|
5,000
|
5,000
|
0
|
0
|
Shier, Nathan
|
5,000
|
5,000
|
0
|
0
|
Stetson Capital Investments, Inc.
(9)
|
200,000
|
200,000
|
0
|
0
|
Verge Consulting, LLC
(10)
|
200,000
|
200,000
|
0
|
0
|
Vitale, Aaron
|
20,000
|
20,000
|
0
|
0
|
Waterman, Ryan
|
5,000
|
5,000
|
0
|
0
|
Youngbluth, Patti
|
2,000
|
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 March 7, 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 at an exercise price of $1.00 per share. 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).
|
|
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
(6)
|
5,689,639
|
5,689,639
|
0
|
47.3%
|
45.2%
|
Julie Anderson
(7)
|
1,731,236
|
1,731,236
|
0
|
14.4%
|
13.8%
|
All Officers and
|
|||||
Directors as a Group
|
7,420,875
|
7,420,875
|
0
|
61.8%
|
59.0%
|
Mark Meath
(8)
|
774,479
|
0
|
0
|
6.4%
|
0%
|
NUWA Group, LLC
(4)
|
1,990,000
|
1,000,000
|
0
|
16.6%
|
7.9%
|
Barry Honig
(5)
|
775,000
|
0
|
0
|
6.4%
|
0%
|
(1)
|
All ownership is beneficial and of record, unless indicated otherwise based on 12,016,854 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. The address for Nuwa Group, LLC is 1415 Oakland Blvd, Suite 219, Walnut Creek, 94596.
|
(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. The address for Barry Honig is 555 S Federal Highway, #450, Boca Raton, FL 33432.
|
(6) | Includes 5,689,639 common shares and 225,000 preferred shares, which carry voting rights of 500 shares of common stock for every 1 share of preferred stock. Including the common and preferred shares, Neil Fallon possesses the combined voting power of 118,189,639 shares of common stock, which is greater than 100% of the outstanding shares of common stock. The address for Neil Fallon is 6728 37 th Street Ct. W., University Place, WA 98466. |
(7) | Includes 1,731,236 common shares and 25,000 preferred shares, which carry voting rights 500 shares of common stock for every 1 share of preferred stock. Including the common and preferred shares, Julie Anderson possesses the combined voting power of 14,231,236 shares of common stock, which is greater than 100% of the outstanding shares of common stock. The address for Julie Anderson is 6726 37 th Street C. W., University Place, WA 98466. |
The address for Mark Meath is P.O. Box 731981, Puyallup, WA. |
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
|
||
10.3 | Employment Agreement with Master Brewer | ||
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)
|
(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.
|
(6)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that ina primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant wil be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424, (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used to referred to by the undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the iundersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(h)
|
Request for Acceleration of Effective Date of Filing of Registration Statement Becoming Effective Upon Filing. Include the following if acceleration sis requested of the effective date of the registration statement pursuant to Rule 461 under the Securities Act, if a Form S-3 or Form F-3 will become effective upon filing with the Commission pursuant to Rule 462(e) or (f) under the Securities Act, or if the registration statement is filed on Form S-8, and: (1) Any provision or arrangement exists whereby the registrant may indemnify a director, officer or controlling person of the registrant against liabilities arising under the Securities Act, or (2) The underwriting agreement contains a provision whereby the registrant indemnifies the underwriter or controlling persons of the underwriter against such liabilities and a director, officer or controlling person of the registrant is such an underwriter or controlling person thereof or a member of any firm which is such an underwriter, and (3) The benefits of such indemnification are not waived by such persons: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 o any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its 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 Act and will be governed by the final adjudication of such issue.
|
American Brewing Company, Inc. | |||
By: | /s/ Neil Fallon | ||
Neil Fallon, Chief Executive Officer | |||
By: | /s/ Julie Anderson | ||
Julie Anderson, Vice President | |||
/s/ Neil Fallon
|
Chief Executive Officer,
Principal Financial Officer, Principal Accounting Officer and Director
|
March 7, 2014
|
||
Neil Fallon
|
Title
|
Date
|
||
/s/ Julie Anderson
|
Vice President and Director
|
March 7, 2014
|
||
Julie Anderson
|
Title
|
Date
|
a.
|
Legal Services, which shall include the filing of and S-1 Registration Statement with the Securities and Exchange Commission, as well as all necessary corporate legal needs.
|
b.
|
Two years of financial statements and applicable services to be provided by a PCAOB qualified Auditor.
|
c.
|
Introduction of a qualified transfer agent to the Company.
|
d.
|
After-Market Investor Relations Services, as well as introductions to additional Investor Relations Providers.
|
e.
|
Introduction to strategic board members and other applicable strategic advisors.
|
f.
|
Consulting Services as they pertain to strategic capital markets.
|
g.
|
Business Development Services, including necessary referrals and introductions to potential service providers.
|
Neil Fallon | By: /s/ Neil Fallon |
Percentage of Ownership 71.2% | Print: Neil Fallon |
Its: President | |
Julie Anderson | |
Percentage of Ownership 18.6% | |
Nuwa Group LLC | |
Mark Meath | |
Percentage of Ownership 8.3% | By: /s/ Kevin Fickle |
Kevin Fickle | |
Steve Erickson | Its: President |
Percentage of Ownership 1.9% | |
1.
|
Employment
. Company hereby agrees to employ Employee and Employee hereby accepts such employment upon the terms and conditions hereinafter set forth.
|
2.
|
Terms.
This Agreement shall commence on
Dec, 15
th
, 2010, and shall continue until terminated in accordance with this Agreement. Notwithstanding any other terms herein, this Agreement for employment is at-will. Either party may terminate the employment provisions herein with or without cause and with or without advance notice.
|
3.
|
Title and Duties
. Employee shall serve as Master Brewer of the Company with the authority and responsibilities typically associated with such position, including oversight responsibility for the development, production, and assisting with marketing of the Company's product line of microbrews. In this position, Employee shall report directly to the President and Board of Directors of Company and shall be subject to their direction.
|
4.
|
Extent of Services
. Employee shall devote his full-time attention (forty (40) plus hours per week), and energies to Company business; notwithstanding this provision, Employee is not prevented from investing his assets in such form or manner as he sees fit as long as the investments will not require any substantial personal service from Employee. Moreover, Employee may not invest in any entities that compete with Company.
|
5.
|
Compensation.
The initial salary for Employee during Employee's employment with Company shall be Forty-Five Thousand Dollars and no/100s ($45,000.00) annually, which shall be paid in accordance with standard Company pay policy and subject to adjustment. In addition to the base salary as provided for above, Employee shall initially be entitled to certain ownership in the Company as described herein.
|
6.
|
Benefits.
Employee shall be entitled to and shall receive all other fringe benefits granted to Company employees, including, but not limited to medical plan benefits, which are contemplated as when feasible for the Company to provide.
|
7.
|
Nondisclosure/Noncompete
.
|
A.
|
During the course of his employment with Company, Employee may have occasion to conceive, create, develop, review, or receive information that is considered by Company to be confidential or proprietary, including information relating to recipes, brewing techniques, inventions, patent, trademark and copyright applications, improvements, know-how, specifications, drawings, cost and pricing data, process flow diagrams, customer and supplier lists, bills, ideas, and/or any other written and written material ("Confidential Information"). Both during the term of employment and thereafter:
|
1.
|
Employee agrees to maintain in confidence such Confidential Information unless or until: (a) it shall have been made public by an act or omission of a party other than himself; or (b) Employee receives such Confidential Information from an unrelated third party on a non-confidential basis.
|
2.
|
Employee further agrees to use all reasonable precautions to ensure that all such Confidential Information is properly protected and kept from unauthorized persons or disclosure.
|
3.
|
If requested by Company, Employee agrees to promptly return to the Company all materials, writings, equipment, models, mechanisms, data, information, and the like obtained as a result of his employment with the Company, including, but not limited to, all Confidential Information, all of which Employee recognizes is the sole and exclusive property of Company.
|
4.
|
Employee agrees that he will not, without first obtaining the prior written permission of Company: (a) directly or indirectly utilize such Confidential Information in any business other than Company's; (b) manufacture and/or sell any product that is based in whole or in part on such Confidential Information; or (c) disclose such Confidential Information to any third party, except as would be reasonably necessary relating to Employee's purchase of Company's "Breakaway" division as otherwise provided herein.
|
B.
|
While in the employ of Company and for a period of three (3) years thereafter, Employee will not render any services to any person that is in competition with Company. Subject to the paragraph 9.A Limitation.
|
8.
|
Inventions.
|
A.
|
Any inventions, improvements, concepts, or ideas made or conceived by Employee during his employment pursuant to this Agreement and related to the business of Company and for three (3) years thereafter, shall be considered the sole and exclusive property of Company (except as otherwise provided for in Employee's purchase of the Company's "Breakaway" division). As part of the services to be performed hereunder, Employee shall keep written notebook records of his work, properly witnessed for use as invention records, and shall submit such records to Company when requested or at the termination of Employee's services hereunder. Employee shall not reproduce any portion of such notebook records without the prior express written consent of Company, Employee shall promptly and fully report all such inventions to Company.
|
B.
|
Any work performed by Employee under this Agreement shall be considered a Work Made for Hire as defined in the U.S. Copyright laws, and shall be owned by and for the express benefit of Company. In the event it is established that such work does not qualify as a Work Made for Hire, Employee agrees and does hereby assign to Company all of his right, title, and interest in such work product including, but not limited to, all copyrights, patents, trademarks and other proprietary rights.
|
C.
|
Both during the Term of this Agreement and thereafter, Employee shall fully cooperate with Company in the protection and enforcement of any intellectual property rights that may derive as a result of the services Employee performed under the terms of this Agreement. This obligation shall include: executing, acknowledging, and delivering to Company all documents or papers that may be necessary to enable the Company to publish or protect said inventions, improvements, and ideas.
|
9.
|
Termination of Employment.
|
A.
|
In the event that Company terminates Employee's employment for any reason other than malfeasance or nonfeasance, Employee shall not be restricted from competing with Company as otherwise provided herein; provided that in no event may Employee ever use Confidential Information, except in the best interest of Company.
|
B.
|
It is understood and agreed that this is a personal services contract, and that Company, shall have the right to terminate this Employment Agreement upon written notice to Employee. In the event of disability of death of Employee, which would otherwise prevent him from performing his duties, Employee's employment shall be deemed terminated for cause. In the event of Employee's termination from employment, any accrued but unpaid monies due under this Agreement will remain payable until satisfied in full.
|
10.
|
Representations and Warranties
.
|
A.
|
Employee represents and warrants to Company that he is not a party to or otherwise bound by any agreement that may, in any way, restrict his right or ability to enter into this Agreement or otherwise be employed by Company. B. Employee agrees that he will not reveal to Company, or otherwise utilize in his employment with Company any proprietary trade secrets or confidential information of any third party.
|
11.
|
Notices.
|
A.
|
Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service such as Federal Express, with an acknowledgment by the recipient.
|
B.
|
Either party may change the address to which notice or payment is to be made by written notice to the other party in accordance with the provisions of this paragraph.
|
12.
|
Jurisdiction and Disputes
.
|
A.
|
This Agreement shall be governed by the laws of Washington.
|
B.
|
All disputes hereunder shall be resolved in the applicable state or federal courts of Washington. The parties consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available. All rights hereunder are subject to all remedies at law or at equity. Venue of any such proceedings shall be Pierce County, Washington. The prevailing party in any dispute shall be entitled to his, her, or its reasonably attorney's fees and costs incurred in the matter.
|
13.
|
Agreement Binding on Successors
. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
|
14.
|
Waiver
. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
|
15.
|
Severability
. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision, and such invalid provision shall be deemed to be severed from this Agreement.
|
16.
|
Assignability
. This Agreement and the rights and obligations thereunder are personal with respect to Employee and may not be assigned by any act of Employee or by operation of law Company shall, however, have the absolute, unfettered right to assign this Agreement to a successor in interest to Company or to the purchaser of any of the assets of Company:
|
17.
|
Integration
. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended, except in writing signed by the parties hereto and specifically referring to this Agreement.
|
COMPANY
:
|
EMPLOYEE:
|
|
AMERICAN BREWING COMPANY, INC.
|
||
/s/ NEIL FALLON
|
/s/
HAROLD (SKIP) MADSEN
|
|
By: NEIL FALLON, Its President
|
HAROLD (SKIP) MADSEN
|
|
Date: 6/10/10
|
Date: 6-10-10
|
|