UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

(Mark One)

 

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarter ended September 30, 2015

 

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

 

For the transition period from                      to                       

 

Commission file number: 000-54995

 

 

  EVANS BREWING COMPANY INC. 

(Exact name of registrant as specified in its charter) 

 

Delaware		46-3031328
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

 

Evans Brewing Company Inc.
3815 S Main Street, Santa Ana CA		92707
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (949) 442 7565 

 

N/A

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

 

Securities registered under Section 12(b) of the Exchange Act:
None

 

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

Common Stock, $0.0001 par value per share
(Title of Class)

 

Indicated by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes þ    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 during the preceding 2 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ    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	þ
(do not check if a smaller reporting company)

 

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

 

The number of shares of the Registrant’s common stock outstanding as of November 13, 2015, was 436,000.

 

 

 

TABLE OF CONTENTS

 

PART I
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
PART II
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
	Signatures	18

 

 

Part I – FINANCIAL INFORMATION 

ITEM 1. FINANCIAL STATEMENTS

 

EVANS BREWING COMPANY INC.

 (Unaudited)

 

EVANS BREWING COMPANY INC.

(Formerly ALPINE 3, INC.)

BALANCE SHEETS

 

		Sep 30,				Dec 31,
		2015				2014
ASSETS
Current Assets
Cash		$	7,636			$	33,782
Prepaid expense			-				14,433
Total Assets		$	7,636			$	48,215
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable			15,716				4,350
Accrued expense			5,212				1,579
Notes payable to related party			108,000				18,000
Total Current Liabilities			128,928				23,929
Long Term Liabilities
Convertible notes payable to related party			100,000				100,000
Total Liabilities			228,928				123,929
Stockholders' Deficit
Preferred Stock, authorized 5,000,000 shares, $0.0001 par value, 0 issued and outstanding as of September 30, 2015, and 0 issued and outstanding as of December 31, 2014, respectively			-				-
Common Stock,  authorized 100,000,000 shares, $0.0001 par value, 436,000 issued and outstanding as of September 30, 2015, and 436,000 shares issued and outstanding as of December 31, 2014, respectively			44				44
Additional Paid in Capital			7,606				7,606
Accumulated Deficit			(228,942	)			(83,364	)
Total Stockholders' Deficit			(221,292	)			(75,714	)
Total Liabilities and Stockholders' Deficit		$	7,636			$	48,215

 

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

 

 

EVANS BREWING COMPANY INC.

(Formerly ALPINE 3, INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended Sep 30, 2015				For the Three Months Ended Sep 30, 2014				For the Nine Months Ended Sep 30, 2015				For the Nine Months Ended Sep 30, 2014
NET REVENUES		$	-			$	-			$	-			$	-
COST OF REVENUES			-				-				-				-
GROSS PROFIT			-				-				-				-
COSTS AND EXPENSES
Professional services			50,787				20,505				132,116				43,134
General and administrative expense			1,129				3,600				9,830				13,223
Total Operating Expenses			51,916				24,105				141,946				56,357
Loss from continuing operations			(51,916	)			(24,105	)			(141,946	)			(56,357	)
Other Expense
Interest expense			(2,051	)			-				(3,632	)			-
Total other expense			(2,051	)			-				(3,632	)			-
Net loss before income taxes			(53,967	)			(24,105	)			(145,578	)			(56,357	)
Income taxes											-				-
Net Loss		$	(53,967	)		$	(24,105	)		$	(145,578	)		$	(56,357	)
Loss per share; Basic & Diluted-		$	(0.12	)		$	(0.000	)		$	(0.33	)		$	(0.006	)
Weighted average number of shares outstanding			436,000				9,167,956				436,000				9,719,606

 

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

 

 

EVANS BREWING COMPANY INC.

(Formerly ALPINE 3, INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

For the period from inception (June 18, 2013) to September 30, 2015

 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Amount				Capital				Deficit				Deficit
Balance, June 18, 2013			-				-				-				-				-
Stock issued for services			10,000,000			$	1,000			$	-			$	-			$	1,000
Net loss for the period from June 13, 2013, to December 31, 2013			-				-				-				(2,833	)			(2,833	)
Balance, December 31,2013			10,000,000				1,000				-				(2,833	)			(1,833	)
Shareholder’s contribution			-				-				3,050				-				3,050
Stock cancellation			(9,600,000	)			(960	)			960				-				-
Stock issued for services			36,000				4				3,596				-				3,600
Net loss for period ending December 31, 2014			-				-				-				(80,531	)			(80,531	)
			436,000			$	44			$	7,606			$	(83,364	)			(75,714	)
Net loss for period ending September 30, 2015			-				-				-				(145,578	)			(145,578	)
Balance, September 30, 2015			436,000			$	44			$	7,606			$	(228,942	)		$	(221,292	)

  

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

 

 

EVANS BREWING COMPANY, INC.

(Formerly ALPINE 3, INC.)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months Ended				For the Nine Months Ended
		Sep 30, 2015				Sep 30, 2014
Cash Flows from Operating Activities:
Net Loss		$	(145,578	)		$	(56,357	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation-related parties			-				3,000
Stock based compensation			-				600
Changes in Operating Assets and Liabilities:
Decrease in prepaid expense			14,433				(6,096	)
Increase (decrease) in accounts payable and accrued expenses			14,999				10,368
Net Cash Used by Operating Activities			(116,146	)			(48,485	)
Cash Flows from Financing Activities:
Proceeds from additional paid-in-capital-related party			-				2.550
Proceeds from loan payable- related party			90,000				118,000
Net Cash Provided by Financing Activities			90,000				120,550
Net Decrease in Cash			(26,146	)			72,065
Cash at Beginning of Period			33,782				-
Cash at End of Period		$	7,636			$	72,065
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		$	-			$	-
Income Taxes		$	-			$	-
NON-CASH INVESTINGAND FINANCING ACTIVITIES
Due to related party		$	-			$	500

 

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

 

 

EVANS BREWING COMPANY INC.

(Formerly ALPINE 3 INC.)

NOTES TO FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2015, AND DECEMBER 31, 2014

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Evans Brewing Company Inc. (formerly ALPINE 3 Inc.) (“EBC” or the “Company”) was incorporated under the laws of the State of Delaware on June 18, 2013. Alpine 3 Inc. was set up to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. Alpine 3 did not undertake any effort to cause a market to develop in its securities, either debt or equity, before it successfully concluded a business combination. On April 4, 2014, The Michael J. Rapport Trust (the “Trust”) purchased 10,000,000 shares of common stock, which was all of the outstanding shares of Alpine 3, from the founder of Alpine 3, and changed the name to Evans Brewing Company Inc. on May 29, 2014. On October 9, 2014, the Trust agreed to the cancellation of 9,600,000 of the shares of common stock that it had acquired and retained 400,000 shares of common stock. Since inception, the Company has conducted virtually no business operations other than exploring the acquisition of the brands and related assets owned by Bayhawk Ales, Inc., a Delaware corporation (“Bayhawk”).

 

On October 15, 2014, Bayhawk and the Company entered into an Asset Purchase and Share Exchange Agreement (the “Agreement”), subject to receiving approval of the independent Bayhawk shareholders who vote on the transaction. On September 17, 2015, the independent Bayhawk shareholders approved the agreement by a vote of 251,212 shares for and 1,600 shares against. As such, Bayhawk will sell to EBC, and EBC will purchase from Bayhawk, all of the assets of Bayhawk, including but not limited to: (A) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Bayhawk Ales label (as defined in the Agreement and discussed in more detail below); and (B) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Evans Brands (as defined in the Agreement and discussed in more detail below); and (C) 100% of the stock in Evans Brewing CO (CA) (“Evans Brewing California”) which has the brewers license at City Brewery in Lacrosse, WI (where the non-craft brands will be brewed, with the balance of the craft brands being brewed in Irvine, California) (collectively, the “Transferred Assets”). Based on the affirmative vote by the independent Bayhawk shareholders to approve the Asset Purchase Transaction, EBC proceeded with the share exchange and tender offer to the Bayhawk shareholders, pursuant to which as of the date of this Report, EBC was offering to exchange shares of EBC common stock for shares of Bayhawk common stock, on a one-for-one basis (the “Exchange Offer”). Bayhawk shareholders have until December 2, 2015, to tender their Bayhawk shares in the share exchange. Bayhawk shareholders also have until December 2, 2015, to rescind the exchange of shares, so as a result the Company’s equity position will not change until the closing of the exchange of shares on December 2, 2015. There also is no minimum number of shares of Bayhawk common stock that must be tendered for the Exchange Offer to close. Although the asset purchase agreement has been approved by the independent stockholders, as of the date of this Report, the Company had not closed the Asset Purchase Transaction due to the fact that the required brewing licenses that have been applied for by Evans Brewing Company, Inc. had not yet been obtained.

 

NOTE 2 - GOING CONCERN

 

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of the date of this Report, the Company had an accumulated deficit of $228,942. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

 

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

This summary of accounting policies for Evans Brewing Company Inc. is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("U.S. GAAP") and have been consistently applied in the preparation of the financial statements.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others.

 

Cash

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

Fair value of certain of the Company’s financial instruments including cash, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value investments.

 

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

 

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

 

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values.

 

 

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

 

Basic Loss Per Share

 

Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is 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 for any potentially dilutive debt or equity.

 

The Company has no dilutive debt instruments.

 

New Authoritative Accounting Guidance

 

In June 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted.

 

The Company early adopted ASU 2014-10 during the year ended December 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

The FASB issued ASU 2014-15 on August 27, 2014, providing guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about [the] entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.

 

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 4 - NOTES PAYABLE- RELATED PARTY

 

On July 21, 2014, Michael J. Rapport, the Chief Executive Officer, sole director, and controlling shareholder of the Company, advanced the Company a $100,000 long term unsecured loan with a 1.5% interest rate per annum, due no later than July 21, 2017. The loan is convertible into common shares of the Company at any time after the second year’s anniversary at a price based upon either: a) The price of its most recent private placement offering, closest to the time of conversion; or b) if the Company’s common stock is then publicly-traded, the bid price of its common stock on the closing day of the conversion. For the period ended September 30, 2015, the Company accrued $1,122 of interest on this note. For the year ended December 31, 2014, the Company accrued $670 on this same note, which brings the total interest accrued on the note to $1,792 as of September 30, 2015. The accrued amount is included in accounts payable and accrued liabilities on the balance sheet. All interest is due no later than July 21, 2017.

 

 

Michael J. Rapport also advanced the Company $10,000 on April 21, 2014; $8,000 on June 13, 2014; $20,000 on June 2, 2015; $30,000 on July 2, 2015; and $40,000 on August 25, 2015. All of these payments are secured by 8% interest bearing notes that are due on April 21, 2015, June 13, 2015, June 2, 2016, July 2, 2016, and August 25, 2016, respectively. For the period ended September 30, 2015, the Company accrued a total of $2,148 interest for the notes. For December 31, 2014, the Company accrued $909 of interest on the notes. The total interest accrued on the notes as of September 30, 2015, is included in accrued liabilities on the balance sheet.

 

The notes that matured and became past due on April 21, 2015, and June 13, 2015, are scheduled to be paid by the end of the fiscal year with proceeds from expected earnings. Mr. Rapport agreed to the extension of the maturity dates of the April 21 and June 13 notes.

 

Accrued Interest

 

For the Period ended September 30, 2015, the Company accrued interest of $3,632 on the six notes due to Mr. Rapport. For the year ended December 31, 2014, the Company accrued interest of $1,579 pertaining to the same notes due to Mr. Rapport. The total interest accrued for the six notes was $5,212 as of the period ending September 30, 2015.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

During the quarter ended September 30, 2015, the Company received $70,000 from an advance from Mr. Rapport, the details of which are included in Notes Payable- Related Party reported above.

 

NOTE 6 - STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

Preferred Stock – As of September 30, 2015, the Company was authorized to issue 5,000,000 shares of $.0001 par value preferred stock. As of September 30, 2015, and December 31, 2014, no shares of preferred stock had been issued. Subsequent to the quarter ended September 30, 2015, on October 15, 2015, the Company increased the authorized shares of preferred stock by 5,000,000 to a total of 10,000,000 shares of $0.0001 par value preferred stock

 

Common Stock

 

Common Stock - The Company is authorized to issue 100,000,000 shares of $.0001 par value common stock. As of September 30, 2015, and December 31, 2014, there were 436,000 shares issued and outstanding, respectively.

 

Upon formation of the Company on June 18, 2013, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. In addition, the founding shareholder made a contribution of $3,050 in 2014 to the Company, which was recorded as additional paid-in capital.

 

On April 4, 2014, the founding shareholder entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of EBC’s common stock to The Michael J. Rapport Trust (the “Trust”) for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, the Trust became the sole shareholder of EBC, owning 100% of the issued and outstanding shares of EBC’s common stock.

 

On September 22, 2014, the Trust agreed to the cancellation of 9,600,000 shares of common stock for no consideration. On September 23, 2014, the Company issued 6,000 shares of common stock to directors of the Company for services valued at $600 ($0.10 per share). On September 23, 2014, the Company issued 30,000 shares of common stock for services to Tech Associates Inc., a company controlled by Richard Chiang, then a director of the Company, valued at $3,000 ($0.10 per share).

 

The Company has had no changes to the authorized or to the issued and outstanding shares of common or preferred shares during the period ended September 30, 2015.

 

NOTE 7 - SUBSEQUENT EVENT

 

Subsequent to the quarter ended September 30, 2015, on October 15, 2015, the Company increased the authorized shares of preferred stock by 5,000,000 to a total of 10,000,000 shares of $0.0001 par value preferred stock

 

 

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

 

The following discussion and analysis provides information which management of the Company believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read together with the Company’s financial statements and the notes to the financial statements, which are included in this report.

 

Forward-Looking Statements

 

This Report contains forward-looking statements that relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Report. Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar words or expressions that, by their nature, refer to future events.

 

In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in an effort to conform these statements to actual results.

 

Business History of Company

 

Evans Brewing Company Inc. (“EBC”) was incorporated under the laws of the State of Delaware on June 18, 2013, as ALPINE 3 Inc. On July 3, 2013, EBC filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) to become a public company.

 

EBC was formed by Richard Chiang, who was the initial stockholder and the initial sole officer and director. On April 19, 2014, the Board of Director appointed Mr. Michael J. Rapport and Mr. Evan Rapport to the Board of Directors.

 

On April 4 2014, Mr. Chiang entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of EBC’s common stock to The Michael J. Rapport Trust (the “Trust”) for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, The Trust became the sole shareholder of EBC, owning 100% of the issued and outstanding shares of EBC’s common stock.

 

Immediately following the closing of the Share Purchase Agreement transaction, Mr. Chiang tendered his resignation as EBC’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors. Michael J. Rapport, acting as a member of the Registrant’s Board of Directors, accepted Mr. Chiang’s resignation. The resignations were in connection with the consummation of the Share Purchase Agreement with the Trust, and were not the result of any disagreement with EBC on any matter relating to EBC’s operations, policies, or practices. Following Mr. Chiang’s resignations, Michael Rapport appointed himself as President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors of EBC. Michael Rapport also appointed Evan Rapport to serve as EBC's Vice President. Michael Rapport is the father of Evan Rapport.

 

 

Pursuant to negotiations between EBC’s management and the management of Bayhawk Ales, Inc., a Delaware corporation (“Bayhawk”), EBC and Bayhawk determined to enter into the Asset Purchase and Share Exchange Agreement (the “Agreement”). Pursuant to the Agreement, and subject to the approval by the independent stockholders of Bayhawk, as discussed herein, EBC will acquire the assets and operations of Bayhawk, including the assets and operations of Evans Brewing Company, Inc., a California corporation (“Evans Brewing California”). Additionally, pursuant to the Agreement, EBC will offer the Share Exchange to the Bayhawk shareholders, pursuant to which they can exchange their shares of Bayhawk common stock for shares of EBC common stock.

 

On September 17, 2015, the independent Bayhawk shareholders approved the agreement by a vote of 251,212 shares for and 1,600 shares against, the Asset Purchase Transaction, pursuant to which Bayhawk will sell to EBC, and EBC will purchase from Bayhawk, all of the assets of Bayhawk, including but not limited to: (A) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Bayhawk Ales label (as defined in the Agreement and discussed in more detail below); and (B) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Evans Brands (as defined in the Agreement and discussed in more detail below); and (C) 100% of the stock in Evans Brewing CO (CA) (“Evans Brewing California”) which has the brewers license at City Brewery in Lacrosse, WI (where the non-craft brands will be brewed, with the balance of the craft brands being brewed in Irvine, California) (collectively, the “Transferred Assets”). Based on the affirmative vote by the independent Bayhawk shareholders to approve the Asset Purchase Transaction, as of the date of this Report, EBC was in the process of offering to exchange shares of EBC common stock for shares of Bayhawk common stock, on a one-for-one basis (the “Exchange Offer”). Bayhawk shareholders have until December 2, 2015, to tender their Bayhawk shares in the share exchange. Bayhawk shareholders also have until December 2, 2015, to rescind the exchange of shares, so as a result the Company’s equity position will not change until the closing of the exchange of shares on December 2, 2015. There is no minimum number of shares of Bayhawk common stock that must be tendered for the Exchange Offer to close. Although the asset purchase agreement has been approved by the independent stockholders, as of the date of this Report, the Company had not finalized the contract due to the fact that the required brewing Licenses that have been applied for by Evans Brewing Company, Inc. had not yet been obtained.

 

Results of Operations for the three and nine months ended September 30, 2015, and the three and nine months ended September 30, 2014.

 

Our operating results are summarized as follows:

  

		Three months ended Sep 30, 2015				Three months ended Sep 30, 2014				Nine months ended Sep 30, 2015				Nine months ended Sep 30, 2014
Revenue		$	-			$	-			$	-			$	-
Cost of sales		$	-			$	-			$	-			$	-
Operating expenses		$	51,916			$	24,105			$	141,946			$	56,357
Other expenses		$	2,051			$	-			$	3,632			$	-
Net loss		$	(53,967	)		$	(24,105	)		$	(145,578	)		$	(56,357	)

 

Revenues

 

During the period ended September 30, 2015, and for the period ended September 30, 2014, the Company did not have sales.

 

Operating Expenses

 

The operating expenses for the three months ended September 30, 2015, were $51,916 made up mostly of professional services of $50,787. For the three months ended September 30, 2014, operating expenses were $24,105, mostly made up of professional services of $20,505. The operating expenses for the nine months ended September 30, 2015, were $141,946 mostly made up of professional fees of $132,116 for legal, accounting and audit fees related to the Company’s reporting requirements as a public company, and advertising cost of $9,354. For the nine months ended September 30, 2014, operating expenses were $56,357, made up mostly of professional services of $43,134.  

 

 

Interest Expense:

 

Interest expense for the three months ended September 30, 2015, was $2,051, compared to $0 for the three months ended September 30, 2014. The interest expense of $2,051 is comprised of accrued interest on several notes held by a related party. Interest expense for the nine months ended September 30, 2015, was $3,632, compared to $0 for the nine months ended September 30, 2014. The interest expense of $3,362 for the nine month period is comprised of accrued interest on several notes held by a related party.

 

Net Loss:

 

Net loss from operations for the three months ended September 30, 2015, was $53,967 compared to a loss of $24,105 for the three months ended September 30, 2014. The net operating loss for the three months ended September 30, 2015, was made up of a loss from operations of $51,916 plus interest expense of $2,051. The loss of $24,105 for the three months ended September 30, 2014 was for operating expense.  Net loss from operations for the nine months ended September 30, 2015, was $145,578 compared to a loss of $56,357 for the nine months ended September 30, 2014. The net operating loss for the nine months ended September 30, 2015, was made up of a loss from operations of $141,946 plus interest expense of $3,632. The loss of $56,357 for the nine months ended September 30, 2014, was for operating expense. 

 

Liquidity and Capital Resources

 

Working Capital

 

		September 30, 2015				December 31, 2014
Current Assets		$	7,636			$	48,215
Current Liabilities		$	128,928			$	23,929
Working Capital (Deficit)		$	(121,292	)		$	24,286

 

Cash Flows

 

		For the nine months ended Sep 30, 2015				For the nine months ended Sep 30, 2014
Cash used in Operating Activities		$	(116,146	)		$	(48,485	)
Cash provided by Investing Activities		$	-			$	-
Cash provided by Financing Activities		$	90,000			$	120,550
Increase (Decrease) in Cash		$	(26,146	)		$	72,065

 

Cash Used In Operating Activities

 

The Company’s net loss for the period ended September 30, 2015, was the main contributing factor for our negative operating cash flow.

 

 

Cash from Financing Activities

 

As of September 30, 2015, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements between the Company and any other entity that have, or are reasonably likely to have, a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. 

 

Going Concern

 

The accompanying annual financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2015, the Company had an accumulated deficit of $228,942. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

Impact of Inflation

 

The business will have to absorb any inflationary increases on development costs in the short-term, with the expectation that it will be able to pass inflationary increases on costs on to customers through price increases hence management does not expect inflation to be a significant factor in our business.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.  Some of the critical accounting estimates are detailed below.

 

Critical Accounting Estimates and New Accounting Pronouncements

 

Critical Accounting Estimates

 

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements.  Management considers an accounting estimate to be critical if:

 

●	it requires assumptions to be made that were uncertain at the time the estimate was made, and

 

●	changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

 

 

The Company bases its estimates and judgments on our experience, our current knowledge, and our beliefs of what could occur in the future, our observation of trends in the industry, information provided by our customers and information available from other sources. Actual results may differ from these estimates under different assumptions or conditions.  We have identified the following accounting policies and estimates as those that we believe are most critical to our financial condition and results of operations and that require management’s most subjective and complex judgments in estimating the effect of inherent uncertainties: share-based compensation expense, income taxes, and derivative financial instruments. 

 

Share-Based Compensation Expense.  The Company plans to calculate share-based compensation expense for option awards and warrant issuances ("Share-based Awards") based on the estimated grant/issue-date fair value using the Black-Scholes-Merton option pricing model ("Black-Sholes Model"), and recognize the expense on a straight-line basis over the vesting period, net of estimated forfeitures.   The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the vesting period of the Share-based Award in determining the fair value of Share-based Awards.  Although we believe our assumptions used to calculate share-based compensation expense are reasonable, these assumptions can involve complex judgments about future events, which are open to interpretation and inherent uncertainty.  In addition, significant changes to our assumptions could significantly impact the amount of expense recorded in a given period.

 

Income Taxes. As part of the process of preparing our financial statements, the Company will be required to estimate income taxes in each of the jurisdictions in which we operate. Our provision for income taxes is determined using the asset and liability approach to account for income taxes. A current liability is recorded for the estimated taxes payable for the current year. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the timing differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates or tax laws are recognized in the provision for income taxes in the period that includes the enactment date.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount more-likely-than-not to be realized.  Changes in valuation allowances will flow through the statement of operations unless related to deferred tax assets that expire unutilized or are modified through translation, in which case both the deferred tax asset and related valuation allowance are similarly adjusted. Where a valuation allowance was established through purchase accounting for acquired deferred tax assets, any future change will be credited or charged to income tax expense.

 

The determination of our provision for income taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws.  In the ordinary course of our business, there are transactions and calculations for which the ultimate tax determination is uncertain.  In spite of our belief that we have appropriate support for all the positions taken on our tax returns, we acknowledge that certain positions may be successfully challenged by the taxing authorities.  We determine the tax benefits more likely than not to be recognized with respect to uncertain tax positions.  Although we believe our recorded tax assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and inherent uncertainty; therefore, our assessments can involve both a series of complex judgments about future events and rely on estimates and assumptions.  Although we believe these estimates and assumptions are reasonable, the final determination could be materially different than that which is reflected in our provision for income taxes and recorded tax assets and liabilities.

 

New Accounting Pronouncements

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended December 31, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

 

 

Management does not believe there would be a material effect on the accompanying financial statements had any other recently issued but not yet effective accounting standards been adopted in the current period.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required.

 

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 is also 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.

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, and as discussed in greater detail below, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective:

 

●	to give reasonable assurance that the information required to be disclosed in reports that are file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and
●	to ensure that information required to be disclosed in the reports that are file or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our CEO and our Treasurer, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting. There were no changes in internal control over financial reporting during the 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

 

None.

 

ITEM 1A. RISK FACTORS

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the nine month period ended September 30, 2015, the Company had no sales of securities.

 

During the year ended December 31, 2014, pursuant to a Share Purchase Agreement, The Michael J. Rapport Trust purchased from the Company’s founding shareholder 10,000,000 shares of the Company’s common stock for the price of $40,000. The Trust became the sole shareholder of the Company, owning 100% of the issued and outstanding shares of the Company’s common stock.

 

During the year ended December 31, 2014, the Company cancelled 9,600,000 shares of common stock for no consideration. During the year ended December 31, 2014, the Company issued 6,000 shares of common stock to directors of the Company for services valued at $600 ($0.10 per share). During the year ended December 31, 2014, the Company issued 30,000 shares of common stock for services to Tech Associates Inc., a company controlled by Richard Chiang, a former director of the Company, valued at $3,000 ($0.10 per share).

 

ITEM 3. DEFAULTS UPON SENIOR DEBT

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None

 

ITEM 5. OTHER INFORMATION

 

As discussed above, pursuant to the Asset Purchase and Share Exchange Agreement (the “Agreement”) entered into by Bayhawk and EBC on October 15, 2014, as amended and restated on August 6, 2015, EBC filed a combination registration statement and proxy statement on Form S-4 (the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “Commission”) on January 30, 2015. The Agreement was filed as an annex to registration statement. In the Agreement, EBC agreed to purchase from Bayhawk, and Bayhawk agreed to sell to EBC, substantially all of the assets of Bayhawk as well as its liabilities (the “Asset Purchase Transaction”), conditioned on receiving approval of a majority of the independent shareholders of Bayhawk who vote on the transaction. In connection with the Asset Purchase Transaction, EBC agreed to make the Exchange Offer to the shareholders of Bayhawk. The registration statement was approved by the SEC and went effective on August 10, 2015. On September 17, 2015, the independent Bayhawk shareholders approved the Asset Purchase Transaction between EBC and Bayhawk by a vote of 251,212 shares for and 1,600 shares against. Based on the affirmative vote by the independent Bayhawk shareholders to approve the Asset Purchase Transaction, as of the date of this Report, EBC had commenced to offer to exchange shares of EBC common stock for shares of Bayhawk common stock, on a one-for-one basis (the “Exchange Offer”). Bayhawk shareholders have until December 2, 2015, to tender their Bayhawk shares in the share exchange. Bayhawk shareholders also have until December 2, 2015, to rescind the exchange of shares, so as a result the Company’s equity position will not change until the closing of the exchange of shares on December 2, 2015. There is no minimum number of shares of Bayhawk common stock that must be tendered for the Exchange Offer to close. Although the asset purchase agreement has been approved by the independent stockholders, as of the date of this Report, the Company had not closed the Asset Purchase Transaction due to the fact that the required brewing licenses that have been applied for by Evans Brewing Company Inc. had not yet been obtained

 

 

 

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

EXHIBIT INDEX

 

Exhibit
Number		Description
2.1		Asset Purchase and Share Exchange Agreement (included as Annex A to the proxy statement/registration statement forming part of this registration statement).
3.1		Certificate of Incorporation of Evans Brewing Company Inc. (incorporated by reference to Exhibit 3.1 to EBC’s Registration Statement on Form 10, filed July 3, 2013).
3.2		Certificate of Amendment to Certificate of Incorporation, dated April 15, 2014 (incorporated by reference to Exhibit 3.3 to EBC’s Current Report on Form 8-K filed April 22, 2014).
3.3		By-Laws of EBC (incorporated by reference to Exhibit 3.2 to EBC’s Registration Statement on Form 10, filed July 3, 2013).
4.1		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to EBC’s Registration Statement on Form 10, filed July 3, 2013).
10.1		Brand Manager Agreement between EBC and Prestige Imports LLC, dated July 30, 2014 (previously filed).
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Definition

 

 

SIGNATURES

 

Pursuant to the requirements of section 13 or 15 (d) 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.

 

	EVANS BREWING COMPANY INC.
Dated: November 13, 2015	By:	/s/ Michael J. Rapport
	Name:	Michael J. Rapport
	Title:	Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors
	By:	/s/ Kenneth C. Wiedrich
	Name:	Kenneth C. Wiedrich
	Title:	Chief Financial Officer (Principal Accounting and Financial Officer)

 

 

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