UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM 10-Q

orFor the quarterly period endedSeptember 30, 2014

Commission file # 333-177918For the transition period from _________________ to _________________

Commission File No.:000-54959

EUROCAN HOLDINGS, LTD.

(Exact Namename of Registrantregistrant as Specifiedspecified in its Charter)charter)

Registrant's1805 SE Martin Luther King Jr. Blvd.

Portland, Oregon 97214

(Address of principal executive offices)

Issuer’s telephone number:(212) 419-4924(503) 926-7060

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

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $0.0001 par value(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) 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 Issuerregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx   No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).  

Yesx 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“large accelerated filer," "accelerated filer"” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

As of August 4,November 12, 2014, the registrant had 32,910,00040,000,000 shares of its Common Stockour common stock were outstanding.

Part I – Financial Information

Eurocan Holdings Ltd.EUROCAN HOLDINGS, LTD.

Consolidated Balance Sheets

(Expressed in US dollars)

FORM 10-Q

September 30, 2014

TABLE OF CONTENTS

EUROCAN HOLDINGS LTD.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS) 

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

Eurocan Holdings Ltd.

Consolidated Statements of Operations

(Expressed in US dollars)

EUROCAN HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

( EXPRESESSED IN US DOLLARS) 

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

Eurocan Holdings Ltd.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

EUROCAN HOLDING LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

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

Eurocan Holdings Ltd.

Notes to Consolidated Financial StatementsEUROCAN HOLDINGS LTD.

JuneNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

(Expressed in U.S. dollars)

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company’s audited 2013 annual financial statements and notes thereto. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations and cash flow for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures required in the Company’s 2013 annual financial statements have been omitted.

The accompanying consolidated 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. Since inception, the Company has incurred losses of $380,633 and negative working capital of $130,651.($382,858). In addition, the Company generated negative cash flows from operations during the year ended December 31, 2013. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

If necessary, the Company will pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development.

The consolidated financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

On June 17, 2014, the Company loaned the sum of $150,000 to Eastside Distilling LLC, an Oregon corporation. The loan accrues interest daily at the rate of 5% per annum (computed on the basis of the actual number of days elapsed and a year of 360 days and compounded monthly) and is secured with any and all assetassets of the Eastside Distilling LLC from June 13, 2014. The loan matures on June 13, 2015, but it may be prepaid in whole or in part at any time prior to the maturity date. As at Juneof September 30, 2014, the entire principal amount of the loan and $354$2,241 in accrued interest remain outstanding.

EUROCAN HOLDINGS LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

During the nine months ended September 30, 2013 the Company received advances totaling $47,000 and issued promissory notes to non-related parties. The notes bear interest at 5%, are unsecured and are due on demand. These were assigned to the holder of the convertible debenture on October 18, 2013.

On October 18, 2013, the Company issued an unsecured convertible note debenture in the principal amount of $202,000 to an unrelated party. Notes payable in the amount of $202,000 were assigned to the holder of the debenture. The convertible debenture agreement allowed the holder to convert any or the entire principal into fully paid and non-assessable common shares of the Company at a conversion rate equal to one common share for each $0.01 of indebtedness. The debenture was converted into 20,200,000 shares of common stock on November 13, 2013.

During October, 2013 the Company received advances totaling $7,150 and issued non-interest bearing promissory notes, unsecured and due on demand. As at Juneof September 30, 2014, the entire principal amount of the note remains outstanding.

During the sixnine months ended JuneSeptember 30, 2014 the Company received advances totaling $211,080$219,795 and issued eleventwelve promissory notes to non-related parties. These notes are non-interest bearing, unsecured and due on demand. As at June 30,One of these notes was amended on September 19, 2014, as discussed below

On September 19, 2014, the entireCompany amended a previously issued non-interest bearing demand note in the amount of $150,000 issued on June 13, 2014 to include new terms including interest, conversion rights, a maturity date and a pre-payment penalty. The amended note bears interest at 5% per annum and has a maturity date of June 13, 2015. The amended note may be converted into shares of the Company’s common stock at a fixed conversion price of $0.40 per share. The beneficial conversion feature was recorded at a discount amount of $93,750. The note payable discount balance was $90,729 as of September 30, 2014. This note may be prepaid upon payment of 150% of the outstanding principal amount ofto the note remains outstanding.

Eurocan Holdings Ltd.

Notes to Consolidated Financial Statements

June 30, 2014

(Expressed in U.S. dollars)holder.

During the sixnine months ended JuneSeptember 30, 2013 a director of the Company received $11,200$14,275 as compensation for management services provided to the Company.

As of JuneSeptember 30, 2014 and December 31, 2013, the Company owed $9,070$8,358 and $1,214, respectively to the director of the Company. The amount is non-interest bearing, unsecured and due on demand.

EUROCAN HOLDINGS LTD.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014

On September 30, 2014, Eastside Distilling Inc. was incorporated in the state of Nevada. One hundred percent of the 1,000 shares at .01 par value authorized are issued to the Company. Eastside Distilling, Inc. (the Subsidiary) had no activity on September 30, 2014.

On October 31, 2014, the Company consummated the acquisition (the “Acquisition”) of Eastside Distilling, LLC, an Oregon limited liability company (“Eastside”) pursuant to an Agreement and Plan of Merger by and among the Company, Eastside, and Eastside Distilling, Inc., a Nevada corporation our wholly-owned subsidiary. Pursuant to the Merger Agreement, Eastside merged with and into Eastside Distilling, Inc. The merger consideration for the acquisition consisted of 32,000,000 shares (the “Shares”) of our common stock.   In addition, certain of the Company’s stockholders cancelled an aggregate of 24,910,000 shares of the Company’s common stock held by them. As a result, the Company has 40,000,000 shares of common stock issued and outstanding, of which 32,000,000 shares are held by the former members of Eastside.  In connection with the closing of the Merger Agreement, noteholders with debt obligations in the aggregate amount of $86,014.10 cancelled these obligations and provided the Company with a release from all claims.

On November 4, 2014, the Company received advances totaling $103,525 and issued two promissory notes to unrelated parties. The notes bear interest at a rate of 2.25% per annum, are unsecured and due on demand.

ItemITEM 2.  Management's Discussion and Analysis or Plan of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion and analysis of our plan of operation should be read in conjunction with the consolidated financial statements and the related notes. ThisIn addition to historical information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and uncertainties, such as our plans, objectives, expectations and intentions. Ourassumptions, which could cause actual results and the timing of certain events couldto differ materially from those anticipatedManagement's expectations. Factors that could cause differences include, but are not limited to, continued reliance on external sources on financing, development risks for new products and services, commercialization delays and customer acceptance risks when introducing new products and services, fluctuations in these forward-looking statementsmarket demand, pricing for raw materials as a resultwell as general conditions of certain factors.the energy and oilfield marketplace.

Our Plan of OperationOverview

We arewere incorporated on February 11, 2004 in Nevada as Eurocan Holdings, Ltd. Until closing of the Acquisition (described below), Eurocan operated solely as an online marketing and media solutions firm specializing in digital interactive media. media, which business was conducted through Eurocan’s wholly-owned subsidiary, Michael Williams Web Design Inc. of New York, NY (“MWW”).

We utilize state-of-the-art digital interactiveintend to change our corporate name to “Eastside Distilling, Inc.” from Eurocan Holdings Ltd, to reflect our recent acquisition of Eastside resulting in us now primarily conducting Eastside’s business (See “The Acquisition of Eastside Distilling, LLC” below).   We will continue to operate our online marketing and media technologysolutions’ business through MWW. Following consummation of the Acquisition, our new management determined that our company has incurred operating and net losses in each of the last two fiscal years, had a working capital deficit as of the end of the latest fiscal year and as of the latest fiscal quarter, and has an accumulated deficit. Accordingly, new management has commenced an analysis of MWW to efficiently develop quantifiabledetermine the viability of its business going forward. Upon completion of the analysis, management will determine whether to seek to expand MWW’s business line or to discontinue or divest of the division.

The Acquisition of Eastside Distilling, LLC

On October 31, 2014, Eurocan Holdings Ltd. (“we,” “us,” or the “Company”) consummated the acquisition (the “Acquisition”) of Eastside Distilling, LLC (“Eastside”) pursuant to an Agreement and comprehensive advertisingPlan of Merger (the “Agreement”) by and marketing campaigns. By utilizing digital interactive media suchamong the Company, Eastside, and Eastside Distilling, Inc., our wholly-owned subsidiary. Pursuant to the Agreement, Eastside merged with and into Eastside Distilling, Inc. The merger consideration for the acquisition consisted of 32,000,000 shares (the “Shares”) of our common stock.   In addition, certain of our stockholders cancelled an aggregate of 24,910,000 shares of our common stock held by them. As a result, we now have 40,000,000 shares of our common stock issued and outstanding, of which 32,000,000 shares are held by the former members of Eastside.  The issuance of these Shares was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to exemptions afforded by Section 4(a)(2) of the internet, mobile communications,Securities Act, Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder.

At the effective time of the Acquisition, our officers and digital interactive signage,directors resigned, and appointed Steven Earles and Lenny Gotter as directors to our management believes thatboard of directors. In addition, the Company appointed Mr. Earles as Chief Executive Officer, Chief Financial Officer and Chairman and Mr. Gotter as Chief Operating Officer and Secretary.

Following the Acquisition, we can implement highly targeted campaigns tonow conduct the business of Eastside as described below, as our primary business.

Eastside is a localmanufacturer, developer, producer and global market quicklymarketer of hand-crafted spirits in the following beverage alcohol categories: bourbon, whiskey, rum and cost effectively.vodka. Eastside currently distributes its products in five states (Oregon, Washington, Minnesota, Georgia and Pennsylvania).  Eastside also generates revenue from tastings, tasting room tours, private parties and merchandise sales from its distillery and showroom located on the Distillery Row in Portland, Oregon.

Our cash flows from operations and our available capitalexecutive offices are not presently sufficient to sustain our current level of operations for the next 12 months. Furthermore, we anticipate that a minimum of $500,000 will be required to expand the breadth and scope of our business and implement our sales and marketing strategy. We plan to improve our cash position by focusing on increasing sales, improving profitability and a combination of capital sources, including debt and equity financings. Any future financing through equity investments will likely be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.located 1805 SE Martin Luther King Jr Blvd., Portland, Oregon 97214. Eastside’s telephone number is (503) 926-7060.

There is no assurance that we will be able to obtain needed financing on terms satisfactory to us, or at all, and we do not have any arrangements in place for any future financing. Our ability to obtain financing may be impaired by such factors as the capital markets, both generally and specifically in the advertising industry, and the fact that we have not generally been profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities together with our revenue from operations is not sufficient to satisfy our capital needs, we may be required to curtail, suspend or discontinue some or all of our operations, and investors could lose some or all of their investment. We have no plans, arrangements or contingencies in place in the event that we suspend or discontinue operations.

Our business plan calls for the hiring of one full-time mobile communications expert who will be strictly devoted to mobile communications marketing, and one full-time managed hosting specialist to oversee our managed hosting service. We do not otherwise expect any significant increase in the number of our employees. We intend to engage independent contractors on an “as needed” basis for the remainder of our personnel requirements, including sales and marketing, media content production and technical consulting. Except for certain capital lease purchases of equipment and systems for our managed hosting service, our management does not anticipate engaging in any research or development or purchasing any significant amount of equipment. Our ability to engage such personnel or to purchase any such equipment will be dependent upon our ability to raise additional financing as discussed above, of which there can be no assurance.

Results of OperationsRESULTS OF OPERATIONS

We have suffered recurring losses and net cash outflows from operations since inception. When our cash flows from operations have been insufficient, our activities have been financed from the proceeds of share subscriptions and loans from management and non-affiliated third parties. We expect to continue to incur substantial losses to implement our business plan. We have not established any source of equity or debt financing and there can be no assurance that we will be able to obtain sufficient funds to implement our business plan. As a result of the foregoing, our auditors have expressed substantial doubt about our ability to continue as a going concern in our financial statements for the year ended December 31, 2013. If we cannot continue as a going concern, then our investors may lose all of their investment.

Three Months Ended JuneSeptember 30, 2014 Compared to the Three Months Ended JuneSeptember 30, 2013

Revenue for the three months ended JuneSeptember 30, 2014 decreasedincreased to $7,139$19,889 from $16,023$11,395 for the three months ended September 30, 2013. The increase in revenue can be directly attributed to an increase in contracts completed. During the three month period ended September 30, 2014, we completed 1 contract resulting in revenue of $19,889.

During the three month period ended September 30, 2014, cost of sales decreased to $178 from $1,352 for the same period in 2013. The decrease was due to a decreased need for specialized independent contractor services.

Operating expenses for the three months ended September 30, 2014 decreased to $17,842 compared to $32,628 for the three months ended September 30, 2013. This decrease is primarily due to a reduction in professional fees, general and administrative expenses, and management fees. The decrease in professional fees during the period was due to reduced legal and accounting fees related to regulatory compliance and the public offering of our securities. The decrease in general and administrative expense was a result of a reduced operations with commensurate reductions in utilities, travel, entertainment and office expenses. We did not pay rent during the period.

We had interest income of $1,887 during the three months ended September 30, 2014 related to our issuance of a promissory note to Eastside Distilling LLC in June 2014. We incurred $5,981 in interest expenses due to debt financing during the three months ended September 30, 2014, which is an inecrease from $ 4,418 for the same period in 2013.

We experienced a net loss of $2,225 during the three months ended September 30, 2014, as compared to a net loss of $27,003 for the three months ended September 30, 2013.

Nine Months Ended September 30, 2013 Compared to the Nine Months Ended September 30, 2012

Revenue for the nine months ended September 30, 2014 decreased to $28,028 from $60,758 for the nine months ended September 30, 2013. The decrease in revenue can be directly attributed to a decrease in contracts completed. During the threenine month period ended JuneSeptember 30, 2014, we completed one contract2 contracts resulting in revenue of $7,139. As of June$28,028.

During the nine month period ended September 30, 2014, we have one contract in process for which we expect to receive $16,669.98 in revenue. We have no new contracts that commenced after June 30, 2014. The decrease in cost of sales decreased to $393 from $7,479 for the same period in 2013. The decrease was due to reduced labor requirements.a decreased need for specialized independent contractor services.

Operating expenses for the threenine months ended JuneSeptember 30, 2014 decreased to $18,049$73,381 compared to $30,416$114,775 for the threenine months ended JuneSeptember 30, 2013. This decrease is primarily due to a decrease in professional fees andreduced general and administrative expenses, offset against increases inexpense, professional fees, management fees and wages/payroll taxes.rent. The decrease in professional fees during the period was due to reduced legal and accounting fees payable in relationrelated to our initialregulatory compliance and the public offering last year.of our securities. The decrease in rent during the period was due to a rent-free period arranged with the Company’s landlord from June 1, 2013 through to December 31, 2013. The decrease in general and administrative expense was a result of a decreasedecreased operations during the period with commensurate increases in utilities, travel, entertainment and office expenses.

We had interest income of $2,241 during the nine months ended September 30, 2014 related to our issuance of a promissory note to Eastside Distilling LLC in June 2014. We incurred $12,056 in interest expenses due to debt financing during the nine months ended September 30, 2014, which is an increase from $11,923 for the same period in 2013.

We experienced a net loss of $10,910$55,561 during the threenine months ended JuneSeptember 30, 2014, as compared to a net loss of $18,827 for$69,014for the threenine months ended JuneSeptember 30, 2013.

Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Revenue for the six months ended June 30, 2014 decreased to $8,139 from $49,636 for the six months ended June 30, 2013.  The decrease in revenue can be directly attributed to a decrease in contracts completed. During the six month period ended June 30, 2014, we completed six contracts resulting in revenue of $8,139.  As of June 30, 2014, we have one contract in process for which we expect to receive $16,669.98 in revenue.  We have no new contracts that commenced after June 30, 2014. The decrease in cost of sales was due to reduced labor requirements.

Operating expenses for the six months ended June 30, 2014 decreased to $55,539 compared to $82,147 for the six months ended June 30, 2013. This decrease is primarily due to a decrease in general and administrative expenses , rent and management fees, offset against an increase in professional fees. The decrease in general and administrative expense was a result of a decrease in utilities, travel, entertainment and office expenses. The increase in professional fees during the period was due to an increase in legal and accounting fees.

We experienced a net loss of $47,615 during the six months ended June 30, 2014, as compared to a net loss of $38,911 for the six months ended June 30, 2013.

Liquidity and Capital Resources

As of JuneSeptember 30, 2014, our total assets were $167,832$157,710 comprised of $17,478$229 in cash, a note receivable for $150,000 $5,240 in accounts receivable and $354$2,241 in other receivables.interest receivable. This is an increase in total assets from $618 as of December 31, 2013. Our working capital deficit as of JuneSeptember 30, 2014 was $130,651,$129,423, compared to a working capital deficit of $77,315 as of December 31, 2013.

During the sixnine months ended JuneSeptember 30, 2014, we used $52,076$77,328 of cash for operating activities compared to $45,180$56,008 for the sixnine months ended JuneSeptember 30, 2013.

Our cash flows from operations and our available capital are not presently sufficient to sustain our current level of operations for the next 12 months. Furthermore, we will require a minimum of $500,000 to expand and market our business. We plan to improve our cash position by focusing on increasing sales, improving profitability and a combination of capital sources, including debt and equity financings.

During the sixnine months ended JuneSeptember 30, 2014 the Company received advances totaling $211,080$219,795 and issued eleventwelve promissory notes to non-related parties. These notes are non-interest bearing, unsecured and due on demand.

On June 17, 2014, the Company loaned the sum of $150,000 to Eastside Distilling LLC, an Oregon corporation. The loan accrues interest daily at the rate of 5% per annum (computed on the basis of the actual number of days elapsed and a year of 360 days and compounded monthly) from June 13, 2014. The loan matures on June 13, 2015, but it may be prepaid in whole or in part at any time prior to the maturity date. The terms of the loan are more particularly set forth in a promissory note, dated June 13,

On September 19, 2014, a copy of which is filed as Exhibit 10.1 to this Quarterly Report (the “Eastside Note”). The description of the loan set forth herein does not purport to be complete and is qualified in its entirety by reference towe amended the terms of the Eastside Note.previously issued June 13, 2014 $150,000 demand note to include additional terms, including interest, conversion features and a maturity date. The amended note bears interest at 5% per annum and has a maturity date of June 13, 2015. The amended note may be converted into shares of our common stock at a fixed conversion price of $0.40 per share. This amended note may be prepaid upon payment of 150% of the outstanding principal amount to the holder.

On October 28, 2014, in connection with the closing of the Acquisition, noteholders with debt obligations in the aggregate amount of $86,014.10 cancelled these obligations and provided the Company with a release from all claims.

Critical Accounting Policies

Revenue Recognition

Revenue consists of web designing, web hosting, and maintenance services and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is delivered, and collectability is reasonably assured. The registrant regularly reviews accounts receivable for any bad debts. Allowances for doubtful accounts are based on an estimate of losses on customer receivable balances.

Revenues from fixed-price contracts are recognized using the completed-contract method. A contract is considered complete when all costs except insignificant items have been incurred and the final product is delivered to the customer according to specifications. Revenues from time-and-material contracts are recognized as the work is performed.

Off-Balance Sheet Arrangements

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

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 4. Controls and ProceduresITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Chief Executive Officer and the Chief Financial Officer (who are one and the same person), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of JuneSeptember 30, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. In performing the assessment for the quarter ended JuneSeptember 30, 2014, our management concluded that our disclosure controls and procedures were not effective to accomplish the foregoing, due to the following material weaknesses in internal controls over financial reporting:

Procedures for Control Evaluation.Management has not established with appropriate rigor the procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.

Lack of Audit Committee. To date, the Company has not established an Audit Committee. It is management’s view that such a committee, including a financial expert, is an utmost important entity level control over the financial reporting process.

Insufficient Documentation of Review Procedures. We employ policies and procedures for reconciliation of the financial statements and note disclosures, however, these processes are not appropriately documented.

Insufficient Information Technology Procedures. Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

Changes in Disclosure Controls and Procedures

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended JuneSeptember 30, 2013,2014, that materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Part II – Other InformationLimitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II: OTHER INFORMATION

Item 1. Legal ProceedingsITEM 1 – LEGAL PROCEEDINGS

None.

Item 1A. Risk FactorsITEM 1A – RISK FACTORS

We areAs a smaller“smaller reporting companycompany” as defined by Rule 12b-2Item 10 of the Exchange Act andRegulation S-K, we are not required to provide the information required underby this Item.item.

Item 2. Unregistered Sales of Equity Securities and Use of ProceedsITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3 – DEFAULT UPON SENIOR SECURITIES

The registrant did not sell any securities during the three month period ended June 30, 2014.None

Item 3. Default Upon Senior NotesITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

Item 5. Other Information

(a) Other Events

Entry Into Material Definitive AgreementsITEM 5 – OTHER INFORMATION

On June 15,October 28, 2014, in connection with the closing of the Acquisition, noteholders with debt obligations in the aggregate amount of $86,014.10 cancelled these obligations and provided the Company issuedwith a promissory note to Crystal Falls LLC to secure a loan to the Company of $150,000 (the “Crystal Note”). The Crystal Note does not accrue interest and is due and payable on demand. There was no material relationship between Crystal Falls LLC and the Company or any of their respective members, managers, directors or officers or any associate of any such members, managers, directors or officers prior to execution of the note. The description of the note set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the note, which is filed as Exhibit 10.2 to this Quarterly Report.release from all claims.

On June 17, 2014, the Company loaned the sum of $150,000 to Eastside Distilling LLC, an Oregon corporation. The loan accrues interest daily at the rate of 5% per annum (computed on the basis of the actual number of days elapsed and a year of 360 days and compounded monthly) from June 13, 2014. The loan matures on June 13, 2015, but it may be prepaid in whole or in part at any time prior to the maturity date. The terms of the loan are more particularly set forth in the Eastside Note, a copy of which is filed as Exhibit 10.1 to this Quarterly Report. The description of the loan set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the Eastside Note. There was no material relationship between Eastside Distilling LLC and the Company or any of their respective members, managers, directors or officers or any associate of any such members, managers, directors or officers prior to execution of the Eastside Note. The Company is interested in the vertical that Eastside represents and are presently discussing a greater business relationship. Otherwise, the Company takes the position that it has no legal obligation to disclose more than it has; that we aren't going to disclose information that could create false expectations; and further, the company has sound business reasons to keep the information confidential.

Item 6. ExhibitsITEM 6 - EXHIBITS

SIGNATURES

In accordance withPursuant 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.