UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

Form 10-Q/A

(Amendment No. 1) 

 

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

 

For the quarterly period ended  June 30, 2013

 

or

 

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

 

For the transition period from __________________ to __________________________

Commission file number: 333-173309

 

Drewrys brewing company

(Name of registrant as specified in its charter)

 

Nevada	27-2153794
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

5402 Brittany Drive,   Mc  Henry, IL	60050
(Address of principal executive offices)	(Zip Code)

 

(815) 575-4815

(Registrant's telephone number, including area code)

 

not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [x] Yes [ ] No

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

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

Large accelerated filer		[ ]			Accelerated filer		[ ]
Non-accelerated filer		[ ]			Smaller reporting company		[x]

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 12,134,000 shares of common stock are issued and outstanding as of June 30, 2013.

 

 

	TABLE OF CONTENTS	Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	15
Item 1A.	Risk Factors.	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	15
Item 3.	Defaults Upon Senior Securities.	15
Item 4.	Mine Safety Disclosure	15
Item 5.	Other Information.	15
Item 6.	Exhibits.	16

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, our ability to implement our business plan and generate revenues, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors.  Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

DREWRYS BREWING CORPORATION

 (A DEVELOPMENT STAGE COMPANY)

 

CONTENTS

 

PAGE	3	CONDENSED BALANCE SHEETS AS OF JUNE 30, 2013 (UNAUDITED) AND AS OF DECEMBER 31, 2012 (AUDITED).
PAGE	4	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012 AND FOR THE PERIOD OCTOBER 11, 2010 (INCEPTION) TO JUNE 30, 2013 (UNAUDITED).
PAGE	5	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM OCTOBER 11, 2010 (INCEPTION) TO JUNE 30, 2013(UNAUDITED).
PAGE	6	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2012 AND FOR THE PERIOD OCTOBER 11, 2010 (INCEPTION) TO JUNE 30, 2013(UNAUDITED).
PAGES	7 - 12	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).

 

 

DREWRYS BREWING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
			As of June 30, 2013				As of December 31, 2012
			(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS:
Cash and equivalents		$	33,191			$	128
Deposits in transit			40,700				0
Prepaid expenses			259,971				0
Total Current Assets			333,862				128
OTHER ASSETS:
Trademarks			560				560
Total Other Assets			560				560
Total Assets		$	334,422			$	688
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
LIABILITIES:
CURRENT LIABILITIES:
Accounts payable and accrued liabilities		$	26,757			$	22,195
Advances from related parties			9,816				5,043
Total Current Liabilities			36,573				27,238
LONG TERM LIABILITIES:
Note payable			85,000				—
Total Long Term Liabilities			85,000				—
Total Liabilities			121,573				27,238
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock , par value $.001;  75,000,000 shares authorized; 12,134,000 shares issued as of June 30, 2013 and 9,023,500 as of December 31, 2012		$	12,134			$	9,024
Subscription receivable			—				—
Additional paid in capital			310,325				2,385
Deficit accumulated during the development stage			(109,610	)			(37,959	)
Total Stockholders' Equity/(Deficit)			212,849				(26,550	)
Total Liabilities and Stockholders' Equity/(Deficit)		$	334,422			$	688

See accompanying notes to condensed unaudited financial statements

DREWRYS BREWING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
			For the three month period ended				For the three month period ended				For the six month period ended				For the six month period ended				For the period from Inception (October 11, 2010) to
			June 30, 2013				June 30, 2012				June 30, 2013				June 30, 2012				June 30, 2013
REVENUES		$	449			$	—			$	449			$	—			$	449
EXPENSES
Advertising and Promotion			1,901				—				8,567				—				9,390
Contract Brewing Fees			5,000				—				5,000				—				5,000
General and Administrative			1,103				1,410				1,714				2,380				19,100
Interest Expense			500				—				500				—				500
Outside Consulting			46,079				—				46,079				—				46,079
Professional Fees			7,490				500				10,240				1,000				29,490
Impairment			—				—				—				—				500
Total Operating Expenses			62,073				1,910				72,100				3,380				110,059
Income (Loss) Before Income Taxes			(61,624	)			(1,910	)			(71,651	)			(3,380	)			(109,610	)
Provision for Income Taxes			—				—				—				—				—
Net (loss)		$	(61,624	)		$	(1,910	)		$	(71,651	)		$	(3,380	)		$	(109,610	)
Basic and diluted net loss per common share			**												**
Weighted average number of common shares outstanding			9,972,297				9,000,000				9,501,704				9,000,000
** Less than $.01

See accompanying notes to condensed unaudited financial statements

DREWRYS BREWING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
			For the six month period ended				For the six month period ended				For the period from Inception (October 11, 2010) to
			June 30, 2013				June 30, 2012				June 30, 2013
OPERATING ACTIVITIES:
Net loss		$	(71,651	)		$	(3,380	)		$	(109,610	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss			—				—				500
Stock issued for services			303,300				—				304,300
Changes in operating assets and liabilities:
(Increase)/decrease in prepaid expenses			(259,971	)			—				(259,971	)
Increase/(decrease) in accounts payable and accrued expenses			4,562				(4,320	)			26,757
Net cash used in operating activities			(23,760	)			(7,700	)			(38,024	)
INVESTING ACTIVITIES:
Acquisition of trademarks			—				—				(560	)
Acquisition of label designs			—				—				(500	)
Net cash provided by (used in) investing activities			—				—				(1,060	)
FINANCING ACTIVITIES:
Advances from related parties, net of repayments			4,773				4,570				9,816
Proceeds from note payable			44,300								44,300
Payments on subscription agreement			—				3,130				9,000
Issuance of stock for cash			7,750				—				9,100
Capital contribution			—				—				59
Net cash provided by (used in) financing activities			56,823				7,700				72,275
NET INCREASE IN CASH			33,063				—				33,191
CASH BEGINNING BALANCE			128				51				—
CASH ENDING BALANCE		$	33,191			$	51			$	33,191
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid		$	—			$	—			$	—
Interest paid		$	—			$	—			$	—
NONCASH TRANSACTIONS AFFECTING OPERATING, INVESTING, AND FINANCING ACTIVITIES:
Issuance of common stock for subscription agreement		$	—			$	—			$	9,000

See accompanying notes to condensed unaudited financial statements

DREWRYS BREWING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
FROM OCTOBER 11, 2010 (INCEPTION) THROUGH JUNE 30, 2013
(Unaudited)
		Common Stock
Par Value of $0.001		Shares			Amount			Subscription Receivable				Additional Paid in Capital				Accumulated (Deficit) During Development Stage				Total Stockholders' Equity/(Deficit)
Inception - October 11, 2010			—			$—		$	—			$	—			$	—			$	—
Common shares issued to founder for subscription agreement on October 11, 2010			9,000,000			9,000			(9,000	)			—				—				—
Capital contribution			—			—			—				59				—				59
Payments on subscription receivable			—			—			2,550				—				—				2,550
Loss for the period from inception on October 11, 2010 to December 31, 2010			—			—			—				—				(8,399	)			(8,399	)
Balance at December 31, 2010			9,000,000			9,000			(6,450	)			59				(8,399	)			(5,790	)
Payments on subscription receivable			—			—			3,320				—				—				3,320
Net Loss for the year ended December 31, 2011			—			—			—				—				(10,307	)			(10,307	)
Balance at December 31, 2011			9,000,000			9,000			(3,130	)			59				(18,706	)			(12,777	)
Payments on subscription receivable			—			—			3,130				—				—				3,130
Common shares issued for cash ($0.10/share)			13,500			14			—				1,336				—				1,350
Common shares issued for services ($0.10/share)			10,000			10			—				990				—				1000
Net Loss for the year ended December 31, 2012			—			—			—				—				(19,253	)			(19,253	)
Balance at December 31, 2012			9,023,500			9,024			—				2,385				(37,959	)			(26,550	)
Common shares issued for service ($0.10/share)			3,033,000			3,033			—				300,267				—				303,300
Common shares issued for cash ($0.10/share)			77,500			77			—				7,673				—				7,750
Net Loss for the quarter ended June 30, 2013			—			—			—				—				(71,651	)			(71,651	)
Balance at June 30, 2013			12,134,000			$12,134		$	—			$	310,325			$	(109,610	)		$	212,849

See accompanying notes to condensed unaudited financial statements

DREWRYS BREWING COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(AS OF MARCH 31, 2013)

(Unaudited)

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

Drewrys Brewing Company (“the Company”) is a development stage company, incorporated in the State of Nevada on, October 11, 2010, to develop and market a line of low-priced and craft beers. The intent is to provide consumers with malt beverages that appeal to their price point.

 

Drewrys’ plan is to sell their beers in the wholesale market, targeting select regional wholesalers and distributors in the Midwest and Atlantic/New England regions.

 

The Company’s fiscal year ends on December 31^st.

 

Through June 30, 2013, the Company was in the development stage and has not carried on any significant operations and has generated no revenues. The Company had incurred a loss due to professional and administrative fees incurred/accrued since inception. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. (See Note 6)

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

 

Basis of Presentation

 

The unaudited financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These financial statements have not been audited.

 

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2012 included in the Company’s annual report on Form 10-K. The financial data for the six months ended June 30, 2013 may not necessarily reflect the results to be anticipated for the complete year ended December 31, 2013.

 

Development Stage Company

 

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification ("ASC") 915 "Development Stage Entities". Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity/(deficiency) and cash flows disclose activity since the date of the Company’s inception.

 

Accounting Basis

 

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. 

DREWRYS BREWING COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(AS OF MARCH 31, 2013)

(Unaudited)

Cash and Cash Equivalents

 

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. As of June 30, 2013 and December 31, 2012, the Company has no cash equivalents.

 

Earnings (Loss) per Share

 

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” the basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding for any periods reported.

 

Dividends

 

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown, and none are contemplated in the near future.

 

Income Taxes

 

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates are recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of June 30, 2013 or December 31, 2012.

 

Professional Fees

 

The Company will expense professional fees as incurred. The professional fees were $10,240 and $1,000 for the period ending June 30, 2013 and 2012, respectively.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 

DREWRYS BREWING COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(AS OF MARCH 31, 2013)

(Unaudited)

Revenue Recognition

 

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue.

 

Property

 

The company does not own any real estate or other properties. The company's office is located 5402 Brittany Drive, McHenry Illinois 60050. Our contact number is 815- 575-4815. The business office is located at the home of Francis Manzo, the CEO of the company at no charge to the company.

 

Recently Issued Accounting Pronouncements

 

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

 

Identifiable Intangible Assets

 

As of June 30, 2013 and December 31, 2012, $560 and $560, respectively of costs related to registering our trademarks, have been capitalized. It has been determined that the trademarks have an indefinite useful life and are not subject to amortization. However, the trademark will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

Impairment of Long-Lived Assets

 

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets, such as our trademarks, be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. No impairments were recorded for the six months ended June 30, 2013 and 2012.

 

Stock-Based Compensation

 

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation.  Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.  The Company applies this statement prospectively.

 

Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718.  FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments.  In general, the measurement date is when

DREWRYS BREWING COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(AS OF MARCH 31, 2013)

(Unaudited)

Stock-Based Compensation (cont’d)

 

either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

 

Fair value of Financial Instruments

 

The Company considers that the carrying amount of financial instruments, including accounts payable and accrued liabilities, and advances from related parties approximate fair value because of the short maturity of these instruments.

 

Related Parties

 

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operation decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

 

Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

Reclassification

 

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows.

 

Subsequent Events

 

We evaluated subsequent events through the date and time our financial statements were issued for potential recognition or disclosure in the accompanying financial statements. Other than the disclosures included in these financial statements, we did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.

 

NOTE 3. INCOME TAXES

 

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates are recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of June 30, 2013 or December 31, 2012.

DREWRYS BREWING COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(AS OF MARCH 31, 2013)

(Unaudited)

NOTE 4. STOCKHOLDERS' EQUITY

 

Common Stock

 

There are 75,000,000 Common Shares at $0.001 par value authorized with 12,134,000 issued and outstanding as of June 30, 2013. The sole officer and director of the Company owns 9,000,000 of these shares.

 

For the year ended December 31, 2010, the Company issued 9,000,000 shares of common stock for cash of $9,000 ($0.10/share), of which $9,000 was a subscription receivable. During the year ended 2010, $2,550 of capital contribution was collected against the stock subscription receivable. During 2011, $3,320 of stock subscription receivable was collected. During 2012, $3,130 of stock subscription receivable was collected.

 

For the year ended December 31, 2012, the Company issued 13,500 shares of common stock for cash of $1,350 ($0.10/share).

 

For the year ended December 31, 2012, the Company issued 10,000 shares of common stock having a value of $1,000 ($0.10/share) in exchange for services rendered.

 

On June 3, 2013, the Company issued 3,033,000 shares of restricted stock ($0.10/share) in exchange for consulting services to be provided by Venture Capital Clinic Corp. through December 31, 2013.

 

For the six months ended June 30, 2013, the Company issued 77,500 shares of common stock for cash of $7,750 ($0.10/share).

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

Advances from related parties represent advances granted by Francis Manzo, III. Mr. Manzo pays for certain administrative expenses and is reimbursed by the Company. These advances have no fixed terms of repayment, are unsecured, and bear no interest. During the six months ended June 30, 2013, Mr. Manzo advanced the company $5,873 for purposes of paying operating expenses on behalf of the Company. As of June 30, 2013 and December 31, 2012, the Company has a loan from Mr. Manzo with an outstanding balance of $9,816 and $5,043 respectively.

 

The officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 6. NOTE PAYABLE

 

On June 3, 2013, the Company acquired a $85,000 note payable secured by the Company’s total assets. The note bears a fixed interest rate of 12% per annum, compounded annually, and matures on December 1, 2014. Interest shall accrue for the first 6 months and be due and payable in one lump sum installment in the amount of $4,750 on December 31, 2013. Thereafter, principal and accrued interest shall be due and payable in 12 consecutive monthly installments in the amount of $7,552.15 beginning on January 1, 2014 and ending on December 1, 2014. The Company received loan proceeds of $44,300 on June 10, 2013, and anticipates receipts of the balance of loan proceeds in the third quarter of 2013.

  

DREWRYS BREWING COMPANY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(AS OF MARCH 31, 2013)

(Unaudited)

NOTE 7. GOING CONCERN

 

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, has an accumulated deficit during the development stage of $109,610 for the period from October 11, 2010 (inception) to June 30, 2013, and has a negative cash flow from operations of $38,024 from inception. This raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

As of June 30, 2013, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of equity securities and loans from principal stockholder. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

NOTE 8. TRADEMARKS AND LABEL DESIGNS

 

The Company owns trademarks for its’ various brands of beer. These costs provide future benefit to the Company and are considered to have an infinite life at this time. The life of these assets will be re-evaluated when they are placed into service.

 

The trademarks were purchased from Francis Manzo, Chief Executive Officer of Drewrys (a related party), for $560. These intangible assets are being valued at cost, and are not considered to be impaired at this time.

 

The Company acquired label designs for $500 from a third party during the period from October 11, 2010 (inception) through December 31, 2010. The Company has determined that the designs no longer have value and an impairment loss for the full amount of $500 was recorded during the year ended December 31, 2011.

 

NOTE 9. SUBSEQUENT EVENTS

 

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure as follows:

 

Subsequent to June 30, 2013, the Company received the balance of loan proceeds of $40,700 on July 15, 2013.

 

 

 

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

FORWARD LOOKING INFORMATION

 

The following discussion and analysis of the Company’s financial condition and results of operations should be read with the condensed financial statements and related notes contained in this quarterly report on Form 10-Q (“Form 10-Q”). All statements other than statements of historical fact included in this Form 10-Q are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, levels of activity, performance or achievements to be materially different than any expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include: 1. General economic factors including, but not limited to, changes in interest rates and trends in disposable income; 2. Information and technological advances; 3. Cost of products sold; 4. Competition; and 5. Success of marketing, advertising and promotional campaigns. The Company is subject to specific risks and uncertainties related to its business model, strategies, markets and legal and regulatory environment. You should carefully review the risks described in this Form 10-Q and in other documents the Company files from time to time with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Form 10-Q. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements to reflect events or circumstances after the date of this document.

 

OVERVIEW

 

Business

 

The Company was formed in October 2010 as a Nevada corporation to produce and market a line of popular-priced and craft beers under Company owned brand names. All activity to date has been related to the formation of our business, formulation of our business plan and initial start-up operations, investigating sources of contract brewers investigating potential distribution channels for our products and financing activities. There can be no assurance that we will be able to successfully introduce our initial products or any other products into the commercial marketplace.

 

We were formed to develop and market craft beers. Since we are in the developmental stage and have not yet introduced any products into the marketplace, we cannot assure you that we will have profitable operations.

 

Summary of Condensed Results of Operations

 

Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations. Since inception October 11, 2010 through June 30, 2013 the Company has generated no revenues from product sales.

 

The Company had incurred a loss due to professional and administrative fees accrued since inception. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These matters, among others, raise substantial doubt about the ability of the Company to

continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

 

Results for the Three Months Ended June 30, 2013

 

Revenues. The Company’s revenues for the three months ended June 30, 2013 were $0. Additionally, the Company has not had any revenues from inception (October 10, 2010) to June 30, 2013.

 

Professional Fees. Professional Fees were for legal and accounting expenses for the three months ended June 30, 2013 were $7,490 as compared to $500 for the three months ended June 30, 2012. These increase costs of legal and accounting expenses were a direct result of product development commencing an activity phase, and for services rendered to retain status as a SEC filing Company.

 

General and Administrative Expenses. General and administrative expenses for the three months ended June 30, 2013 were $1,103 as compared to $1,410 for the three months ended June 30, 2012.  These expenses are normal and reoccurring for our Company as a development stage entity.

 

Consulting. Consulting expenses for the three months ended June 30, 2013 were $46,079 as compared to $0 for the three months ended June 30, 2012.  The Consulting expenses incurred entirely in the three months ended June 30, 2013 was attributed to fees for loan origination costs, and fees to hire marketing professionals in the pre-introduction of the Company's branded beer and product development.

 

Contract Brewing Fees. Contract Brewing Fee expense for the three (3) months ended June 30, 2013 was $5,000 as compared to $0 for the three (3) months ended June 30, 2012. These costs incurred entirely in the second quarter were a direct result of a contract brewing arrangement.

 

Advertising and Promotions. Advertising and Promotion expense for the three (3) months ended June 30, 2013 was $1,901 as compared to $0 for the three (3) months ended June 30, 2012. These costs incurred entirely in the quarter were a direct result of a promotional campaign in the City of South Bend, Indiana, to re-introduce our beers into that marketplace.

 

Net Loss. Net loss for the three months ended June 30, 2013 was ($61,624) as compared to ($1,910) for the three months ended June 30, 2012.  The substantial increase of net loss of $59,714 was a result of increased product development costs, financing costs and cost to remain a public company.

 

Results for the Nine Months Ended June 30, 2013

 

Revenues. The Company’s revenues for the six months ended June 30, 2013 were $449. Additionally, the Company has only $499 in revenues from inception (October 10, 2010) to June 30, 2013.

 

Professional Fees. Professional Fees were for legal and accounting expenses for the six months ended June 30, 2013 were $10,240 as compared to $1,000 for the six months ended June 30, 2012. These increase costs of legal and accounting expenses were a direct result of product development commencing an activity phase, and for services rendered to retain status as a SEC filing Company.

 

General and Administrative Expenses. General and administrative expenses for the six months ended June 30, 2013 were $1,714 as compared to $2,380 for the six months ended June 30, 2012.  These expenses are normal and reoccurring for our Company as a development stage entity.

 

Consulting. Consulting expenses for the six months ended June 30, 2013 were $46,079 as compared to $0 for the six months ended June 30, 2012.  The Consulting expenses incurred entirely in the three months ended June 30, 2013 was attributed to fees for loan origination costs, and fees to hire marketing professionals in the pre-introduction of the Company's branded beer and product development.

 

Contract Brewing Fees. Contract Brewing Fee expense for the six months ended June 30, 2013 was $5,000 as compared to $0 for the six months ended June 30, 2012. These costs incurred entirely in the second quarter were a direct result of a contract brewing arrangement.

 

Advertising and Promotions. Advertising and Promotion expense for the three (3) months ended June 30, 2013 was $8,567 as compared to $0 for the six months ended June 30, 2012. These costs incurred entirely in the quarter were a direct result of a promotional campaign in the City of South Bend, Indiana, to re-introduce our beers into that marketplace.

 

Net Loss. Net loss for the six months ended June 30, 2013 was ($71,651) as compared to ($3,380) for the six months ended June 30, 2012.  The substantial increase of net loss of $68,271 was a result of increased product development costs, financing costs, cost to remain a public company, and as a result of the company’s development stage progress of its business plan.

 

Liquidity and Capital Resources

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by advances from related parties, issuance of notes payable and the sale of common shares to related parties and others.

 

As of June 30, 2013, total current assets were $333,862.

 

In the second quarter ended June 30, 2013, the Company arranged for a note payable in the amount of $85,000 to assist in the development of the Company and in the marketing of its trademark brands.

 

As of June 30, 2013, total current liabilities were $36.573, which consisted of $9,816 for accrued expenses and $9,816 of advances from related parties. As of June 30, 2012, total current liabilities were $27,238, which consisted of $22,195 of accrued expenses and $5,043 of accounts payable. We had net working capital of $297,289 as of June 30, 2013, compared to net working deficit capital of ($27,110) at June 30, 2012.

 

During the six months ended June 30, 2013, our operating activities used cash of $23,760, and financing activities provided cash of $56,823.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

 

Critical Accounting Policies and Estimates

 

Management’s discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies. We believe our estimates and assumptions to be reasonable under the circumstances. However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern. If we are unable to continue as a going concern we would experience additional losses from the write-down of assets.

 

Going Concern

 

The Company is currently a development stage company and its continued existence is dependent upon the Company’s ability to resolve its liquidity problems, principally by obtaining additional debt financing and/or equity capital. The Company has yet to generate a significant internal cash flow, and until sales of products commence, the Company is highly dependent upon debt and equity funding, should continuing debt and equity funding requirements not be met the Company’s operations may cease to exist.

 

New Accounting Pronouncements

 

The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable for a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures. We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on his evaluation as of the end of the period covered by this report, our Principal Executive Officer who also serves as our principal accounting officer, has concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Principal Executive Officer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is not a party to, and its property is not the subject of, any material pending legal proceedings.

 

Item 1A. Risk Factors

An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously disclosed in our Form S-1. You should consider carefully all of the material risks described in such registration statement before making a decision to invest in our securities. If any of the events described therein occur, our business, financial conditions and results of operations may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

Unregistered sale of equity securities.

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosure

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a)

 

32.1 Certification pursuant to 18 U.S.C. Section 1350

 

 

101*  XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

 

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Drewrys Brewing Company
August 20, 2013	By: /s/ Francis P. Manzo III
	Francis P. Manzo III, President (Principal Executive Officer and Principal Accounting Officer)