Eastside Distilling (BLNE) 10-Q 12 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 12, 2017
Document And Entity Information
Entity Registrant Name	Eastside Distilling, Inc.
Entity Central Index Key	1,534,708
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		9,623,546
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 883,715	$ 1,088,066
Trade receivables	360,126	344,955
Inventories	995,733	780,037
Prepaid expenses and current assets	146,802	187,714
Total current assets	2,386,376	2,400,772
Property and equipment, net	128,560	99,216
Intangible assets, net	373,502
Deposits	59,400	48,000
Total Assets	2,947,838	2,547,988
Current liabilities:
Accounts payable	476,175	457,034
Accrued liabilities	208,418	523,702
Deferred revenue	1,458	2,126
Current portion of notes payable		4,537
Total current liabilities	686,051	987,399
Notes payable - less current portion and debt discount	365,160	427,756
Total liabilities	1,051,211	1,415,155
Commitments and contingencies (Note 9)
Stockholders' equity:
Series A convertible preferred stock, $0.0001 par value; 3,000 shares authorized; 50 and 300 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively (liquidation values of $125,000 and $750,000, respectively)	49,426	245,838
Common stock, $0.0001 par value; 45,000,000 shares authorized; 9,010,352 and 7,627,512 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	901	764
Additional paid-in capital	15,566,199	13,699,275
Accumulated deficit	(13,719,899)	(12,813,044)
Total stockholders' equity	1,896,627	1,132,833
Total Liabilities and Stockholders' Equity	$ 2,947,838	$ 2,547,988

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,000	3,000
Preferred stock, shares issued	50	300
Preferred stock, shares outstanding	50	300
Preferred stock, liquidation value	$ 125,000	$ 750,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	9,010,352	7,627,512
Common stock, shares outstanding	9,010,352	7,627,512

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Sales	$ 829,669	$ 621,882
Less excise taxes, customer programs and incentives	217,188	167,120
Net sales	612,481	454,762
Cost of sales	322,913	256,169
Gross profit	289,568	198,593
Operating expenses:
Advertising, promotional and selling expenses	386,132	156,203
General and administrative expenses	726,396	886,011
Loss on disposal of property and equipment	35,534
Total operating expenses	1,148,062	1,042,214
Loss from operations	(858,494)	(843,621)
Other income (expense), net
Interest expense	(47,809)	(171,054)
Other income (expense)	4,485	(4)
Total other expense, net	(43,324)	(171,058)
Loss before income taxes	(901,818)	(1,014,679)
Provision for income taxes
Net loss	(901,818)	(1,014,679)
Dividends on convertible preferred stock	(5,037)
Net loss attributable to common shareholders	$ (906,855)	$ (1,014,679)
Basic and diluted net loss per common share	$ (0.12)	$ (0.45)
Basic and diluted weighted average common shares outstanding	7,842,971	2,275,625

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows From Operating Activities:
Net loss	$ (901,818)	$ (1,014,679)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,006	5,574
Loss on disposal of property and equipment	35,534
Amortization of debt issuance costs	37,009	11,167
Amortization of beneficial conversion feature		148,077
Issuance of common stock in exchange for services	86,317	89,100
Stock-based compensation	158,658	105,839
Changes in operating assets and liabilities:
Trade receivables	(15,171)	(40,974)
Inventories	(112,208)	61,356
Prepaid expenses and other assets	29,512	64,751
Accounts payable	13,961	(7,808)
Accrued liabilities	(466,335)	304,739
Deferred revenue	(668)	1,381
Net cash used in operating activities	(1,126,203)	(271,477)
Cash Flows From Investing Activities:
Cash acquired in acquisition	7,062
Purchases of property and equipment	(39,631)	(6,954)
Net cash used in investing activities	(32,569)	(6,954)
Cash Flows From Financing Activities:
Preferred stock deposit		151,200
Stock issuance cost related to acquisition	(5,580)
Payments of principal on notes payable	(1,716)	(1,286)
Proceeds from common stock, net of issuance costs of $6,033, with detachable warrants	802,467
Proceeds from warrant exercise	159,250
Net cash provided by financing activities	954,421	149,914
Net decrease in cash	(204,351)	(128,517)
Cash - beginning of period	1,088,066	141,317
Cash - end of period	883,715	12,800
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest	10,800	1,380
Supplemental Disclosure of Non-Cash Financing Activity:
Issuance of common stock for the acquisition of MotherLode Craft Distillery, LLC	377,000
Common stock issued in exchange of notes payable	$ 87,500

Consolidated Statements of Cas6

Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2017USD ($)
Statement of Cash Flows [Abstract]
Common stock, net of issuance costs	$ 6,033

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Description of Business	1. Description of Business We are a Portland, Oregon-based producer and marketer of craft spirits, founded in 2008. Our products span several alcoholic beverage categories, including bourbon, American whiskey, vodka and rum. Unlike many, if not most distillers, we operate several retail tasting rooms in Oregon to market our brands directly to consumers. Our growth strategy is to build on our local base in the Pacific Northwest and expand selectively to other markets by using major spirits distributors, such as Southern Glazer Wines and Spirits, or regional distributors that focus on craft brands. As a small company in the large, international spirits marketplace filled with massive conglomerates, we are innovative in exploiting new trends with our products, for example our Coffee Rum with cold brew coffee and low sugar and our gluten free potato vodka. In December of 2016 we retained Sandstrom Partners (an internationally known spirit branding firm that branded St Germain and Bulleit Bourbon), to guide our marketing strategy and branding. They subsequently became an investor in our Company. We seek to be both a leader in creating spirits that offer better value than comparable spirits, for example our value priced Burnside Bourbon and Portland Potato Vodka, and an innovator in creating imaginative spirits that offer a unique taste experience, for example our cold-brewed coffee rum, Oregon oak aged whiskeys, Marionberry Whiskey and Peppermint Bark holiday liqueur. On May 1, 2017, we acquired Big Bottom Distillery (“BBD”) for its excellent, award winning range of super premium gins and whiskeys, including Navy Proof Gin, Oregon Gin, Delta Rye and initial production of American Single Malt whiskey. BBD’s super premium spirits will expand our tasting room offerings and give us a presence at the “high end” of the market. In addition, through MotherLode Craft Distillery (“MotherLode”), our wholly-owned subsidiary acquired on March 8, 2017, we also provide contract bottling and packaging services for existing and would be spirits producers, some of whom contract with us to blend or distill spirits. As a publicly-traded craft spirit producers, we have access to the public capital markets to support our long-term growth initiatives, including strategic acquisitions. We currently sell our products in 22 states (Oregon, California, Washington, Florida, Nevada, Texas, Virginia, Indiana, Illinois, New York, New Jersey, Massachusetts, Connecticut, Minnesota, Georgia, Pennsylvania, Rhode Island, New Hampshire, Maine, Idaho, Vermont and Maryland) as well as Canada and China. The Company also generates revenue from tastings, tasting room tours, private parties, and merchandise sales from its facilities in Oregon. The Company is subject to the Oregon Liquor Control Commission (OLCC) and the Alcohol and Tobacco Tax and Trade Bureau (TTB).

Liquidity

Liquidity	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	2. Liquidity Historically, the Company has funded its cash and liquidity needs through convertible notes, extended credit terms, and equity raisings. The Company has incurred a net loss of approximately $901,818 and has an accumulated deficit of $13,719,889 for the three months ended March 31, 2017. The Company has been dependent on raising capital from debt and equity financings to meet its needs for cash flow used in operating activities. For the three months ended March 31, 2017, the Company raised $954,421 in cash flow from financing activities to meet cash flow used in operating activities. At March 31, 2017, the Company has $883,715 of cash on hand with a positive working capital of $1,700,325. The Company’s ability to meet its ongoing operating cash needs is dependent on generating positive operating cash flow, primarily through increased sales, improved profit growth and controlling expenses. Management has taken actions to improve profitability, by reducing headcount, rent, professional fees and increasing sales. In addition, through May 12, 2017, the Company has raised an additional $833,815 in cash through equity and debt offerings (see Note 14, Subsequent Events). Also in May 2017, the Company acquired a small distillery business (stock purchase transaction) that is expected to improve operating results (see Note 14, Subsequent Events). Management believes that cash on hand and the most recent equity raise and acquisition will be sufficient to meet their operating activities to meet their near-term cash needs over the next twelve months.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements for Eastside Distilling, Inc. and Subsidiary were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The unaudited condensed consolidated results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2017. The condensed consolidated financial statements include the accounts of Eastside Distilling, Inc.’s wholly-owned subsidiary MotherLode (beginning as of March 8, 2017). All intercompany balances and transactions have been eliminated in consolidation. Segment Reporting The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company has one business activity, producing, marketing and distributing hand-crafted spirits, and operates as one segment. The Company’s chief operating decision makers, its chief executive officer and chief financial officer, review the Company’s operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance. Use of Estimates The preparation of financial statements in accordance with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Net revenue includes product sales, less excise taxes and customer programs and incentives. The Company records revenue when all four of the following criteria are met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission (OLCC), the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales. Sales from items sold through the Company’s retail location are recognized at the time of sale. Revenue received from online merchants who sell discounted gift certificates for the Company’s merchandise and tastings is deferred until the customer has redeemed the discounted gift certificate or the gift certificate has expired, whichever occurs earlier. Customer Programs and Incentives Customer programs and incentives, which include customer promotional discount programs, customer incentives and other payments, are a common practice in the alcohol beverage industry. The Company makes these payments to customers and incurs these costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to net sales or as advertising, promotional and selling expenses in accordance with ASC Topic 605-50, Revenue Recognition - Customer Payments and Incentives, based on the nature of the expenditure. Amounts paid to customers totaled $40,772 and $8,712 for the three months ended March 31, 2017 and 2016, respectively. Advertising, Promotional and Selling Expenses The following expenses are included in advertising, promotions and selling expenses in the accompanying consolidated statements of operations: media advertising costs, special event costs, tasting room costs, sales and marketing expenses, salary and benefit expenses, travel and entertainment expenses for the sales, brand and sales support workforce and promotional activity expenses. Cost of Sales Cost of sales consists of the costs of ingredients utilized in the production of spirits, manufacturing labor and overhead, warehousing rent, packaging, and in-bound freight charges. Ingredients account for the largest portion of the cost of sales, followed by packaging and production costs. Shipping and Fulfillment Costs Freight costs incurred related to shipment of merchandise from the Company’s distribution facilities to customers are recorded in cost of sales. Cash and Cash Equivalents Cash equivalents are considered to be highly liquid investments with maturities of three months or less at the time of the purchase. The Company had no cash equivalents at March 31, 2017 and December 31, 2016. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. At March 31, 2017 and December 31, 2016, three customers represented 79% and 91% of trade receivables, respectively. Sales to three customers accounted for approximately 57% of consolidated net sales for the three months ended March 31, 2017. Sales to one customer, the OLCC, accounted for approximately 32% of net sales for the three months ended March 31, 2016. Fair Value Measurements GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. At March 31, 2017 and December 31, 2016, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by GAAP. The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows: Level 1: Fair value of the asset or liability is determined using unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability. None of the Company’s assets or liabilities were measured at fair value at March 31, 2017 and December 31, 2016. However, GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of trade receivables, accounts payable, accrued liabilities, note payable, and convertible note payable. The estimated fair value of trade receivables, accounts payable, and accrued liabilities approximates their carrying value due to the short period of time to their maturities. At March 31, 2017 and December 31, 2016, the Company’s note payable and convertible notes payable are at fixed rates and their carrying value approximates fair value. Items Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities acquired in a business acquisition are valued at fair value at the date of acquisition. Inventories Inventories primarily consist of bulk and bottled liquor and merchandise and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO) method. A portion of inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. The Company has recorded no write-downs of inventory for the three months ended March 31, 2017 and 2016. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the life of the lease or the useful lives of the assets, whichever is shorter. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. Long-lived Assets The Company accounts for long-lived assets, including property and equipment, at amortized cost. Management reviews long-lived assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value. Income Taxes The provision for income taxes is based on income and expenses as reported for financial statement purposes using the “asset and liability method” for accounting for deferred taxes. Deferred tax assets and liabilities are recognized for the 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 reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. At March 31, 2017 and December 31, 2016, the Company established valuation allowances against its net deferred tax assets. Income tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of income tax benefit that is more than 50 percent likely to be realized upon settlement with the applicable taxing authority. The portion of the benefits associated with income tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized income tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized income tax benefits would be classified as additional income taxes in the accompanying condensed consolidated statements of operations. There were no unrecognized income tax benefits, nor any interest and penalties associated with unrecognized income tax benefits, accrued or expensed at and for the three months ended March 31, 2017 and 2016. The Company files federal income tax returns in the U.S. and various state income tax returns. The Company is no longer subject to examinations by the related tax authorities for the Company’s U.S. federal and state income tax returns for years prior to 2011. Advertising Advertising costs are expensed as incurred. Advertising expense was $386,132 and $156,203 for the three months ended March 31, 2017 and 2016, respectively. Comprehensive Income The Company does not have any reconciling other comprehensive income items for the three months ended March 31, 2017 and 2016. Excise Taxes The Company is responsible for compliance with the TTB regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcohol beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $176,416 and $158,408 for the three months ended March 31, 2017 and 2016, respectively. Stock-Based Compensation The Company recognizes as compensation expense all stock-based awards issued to employees. The compensation cost is measured based on the grant-date fair value of the related stock-based awards and is recognized over the service period of stock-based awards, which is generally the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which estimates the fair value of each award on the date of grant based on a variety of assumptions including expected stock price volatility, expected terms of the awards, risk-free interest rate, and dividend rates, if applicable. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments at the end of each reporting period and as the underlying stock-based awards vest. Stock-based compensation was $158,658 and $105,839 for the three months ended March 31, 2017 and 2016, respectively. Accounts Receivable Factoring Program We use an accounts receivable factoring program with certain customer accounts. Under this program, we have the option to sell those customer receivables in advance of payment for 75% of the amount due. When the customer remits payment, we then receive the remaining 25%. We are charged interest on the advanced 75% payment at a rate of 1.5% per month. Under the terms of the agreement with the factoring provider, any factored invoices have recourse should the customer fail to pay the invoice. Thus, we record factored amounts as a liability until the customer remits payment and we receive the remaining 25% of the non-factored amount. We did not factor any invoices during the three months ended March 31, 2017. At March 31, 2017, we had factored invoices outstanding of $59,547, and we incurred fees associated with the factoring program of $2,582 during the three months ended March 31, 2017. During the three months ended March 31, 2016, we factored invoices totaling $117,933 and received total proceeds of $88,450. At March 31, 2016, we had factored invoices outstanding of $79,120, and we incurred fees associated with the factoring program of $4,269 during the three months ended March 31, 2016. Recent Accounting Pronouncements In March 2016, the Financial Accounting Standard Boards (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). - A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and - A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. We are currently evaluating the impact ASU 2016-02 will have on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, simplifying the presentation of debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We have early adopted as of December 31, 2015. Reclassifications Certain prior period amounts have been reclassified to conform to the March 31, 2017 presentation with no changes to net loss or total stockholders’ equity previously reported.

Business Acquisition

Business Acquisition	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Business Acquisition	4. Business Acquisition For the three months ended March 31, 2017, the Company completed the following acquisition. MotherLode Craft Distillery, LLC On March 8, 2017, the Company completed the acquisition of MotherLode Craft Distillery, LLC (“MotherLode”), a small Portland, Oregon based provider of bottling services and production support to craft distilleries. The Company’s consolidated financial statements for the three months ended March 31, 2017 include MotherLode’s results of operations from the Acquisition date of March 8, 2017 through March 31, 2017. The Company’s consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805 “Business Combinations”, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the Acquisition date. The Company had approximately $375,000 in revenues (unaudited) in 2016. The following allocation of the purchase price is as follows: Consideration given: 260,000 shares of common stock valued at $1.45 per share $ 377,000 Assets and liabilities acquired: Cash 7,062 Inventory 103,488 Property and equipment 46,250 Intangible assets - customer list 376,431 Accounts payble (5,180 ) Customer deposits (151,051 ) $ 377,000 Intangible assets are recorded at estimated fair value, as determined by management based on available information. The fair values assigned to identifiable intangible assets were determined through the use of the income approach, specifically the relief from royalty and the multi-period excess earning methods. The major assumptions used in arriving at the estimated identifiable intangible asset values included management’s estimates of future cash flows, discounted at an appropriate rate of return which are based on the weighted average cost of capital for both the Company and other market participants, projected customer attrition rates, as well as applicable royalty rates for comparable assets. The useful lives for intangible assets were determined based upon the remaining useful economic lives of the tangible assets that are expected to contribute directly or indirectly to future cash flows. The customer relationships estimated useful life is seven years.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Inventories	5. Inventories Inventories consist of the following at March 31, 2017 and December 31, 2016: 2017 2016 Raw materials $ 533,814 $ 439,739 Finished goods 461,919 340,298 Total inventories $ 995,733 $ 780,037

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	6. Property and Equipment Property and equipment consists of the following at March 31, 2017 and December 31, 2016: 2017 2016 Furniture and fixtures $ 147,721 $ 70,140 Leasehold improvements 14,907 8,607 Vehicles 12,000 38,831 Construction In-Progress - 34,603 Total cost 174,928 152,181 Less accumulated depreciation (46,068 ) (52,965 ) Property and equipment - net $ 128,560 $ 99,216 Depreciation expense totaled $6,077 and $5,574 for the three months ended March 31, 2017 and 2016, respectively.

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	7. Intangible Assets There were no intangible assets at December 31, 2016. At March 31, 2017, intangible assets consist of the following: 2017 Permits and licenses $ 25,000 Customer lists 351,431 Total intangible assets 376,431 Less accumulated amortization (2,929 ) Intangible assets - net $ 373,502 Amortization expense totaled $2,929 and nil for the three months ended March 31, 2017 and 2016, respectively.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Notes Payable	8. Notes Payable Notes payable consists of the following at March 31, 2017 and December 31, 2016: 2017 2016 Notes payable bearing interest at 7.99%. The note is payable in monthly principal plus interest payments of $472 through December, 2020. The note is secured by a vehicle. $ - $ 16,642 Notes payable bearing interest at 8%. The notes have a 2-year maturity and are due at various dates between September 19, 2018 – October 19, 2018, and pay interest only on a monthly basis 460,000 547,500 Total notes payable 460,000 564,142 Less current portion - (4,537 ) Less debt discount for detachable warrant (94,840 ) (131,849 ) Long-term portion of notes payable $ 365,160 $ 427,756 Maturities on notes payable as of March 31, 2017, are as follows: Year ending December 31: 2017 $ - 2018 460,000 Thereafter - $ 460,000

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes The provision for income taxes results in effective tax rates which are different than the federal income tax statutory rate. The nature of the differences for the three months ended March 31, 2017 and 2016 were as follows: 2017 2016 Expected federal income tax benefit $ (286,381 ) $ (344,991 ) State income taxes after credits (59,520 ) (66,969 ) Change in valuation allowance 345,901 411,960 Total provision for income taxes $ - $ - The components of the net deferred tax assets and liabilities at March 31, 2017 and December 31, 2016 consisted of the following: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 3,843,052 $ 3,557,909 Stock-based compensation 277,596 213,181 Total deferred tax assets 4,120,648 3,771,090 Deferred tax liabilities: Depreciation and amortization (74,473 ) (70,816 ) Total deferred tax liabilities (74,473 ) (70,816 ) Valuation allowance (4,046,175 ) (3,700,274 ) Net deferred tax assets $ - $ - At March 31, 2017, the Company has a cumulative net operating loss carryforward (NOL) of approximately $3.8 million, to offset against future income for federal and state tax purposes. These federal and state NOLs can be carried forward for 20 and 15 years, respectively. The federal NOLs begins to expire in 2034, and the state NOLs begins to expire in 2029. The utilization of the net operating loss carryforwards may be subject to substantial annual limitation due to ownership change provisions of the Internal Revenue code of 1986 and similar state provisions. In general, if the Company experiences a greater than 50 percentage aggregate change in ownership of certain significant stockholders over a three-year period (a “Section 382 ownership change”), utilization of its pre-change NOL carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code (and similar state laws). The annual limitation generally is determined by multiplying the value of the Company’s stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwards before utilization and may be substantial. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the realizability of the deferred tax assets, management has determined a full valuation allowance is appropriate.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	10. Commitments and Contingencies Operating Leases The Company leases its warehouse, kiosks, and tasting room space under operating lease agreements, which expire through December 2018. Monthly lease payments range from $1,802 to $21,000 over the terms of the leases. For operating leases which contain fixed escalations in rental payments, the Company records the total rent expense on a straight-line basis over the lease term. The difference between the expense computed on a straight-line basis and actual payments for rent represents deferred rent which is included within accrued liabilities on the accompanying consolidated balance sheets. Retail spaces under lease are subject to monthly percentage rent adjustments when gross sales exceed certain minimums. At March 31, 2017, future minimum lease payments required under the operating leases are approximately as follows: 2017 $ 213,000 2018 90,000 2019 2,000 Thereafter - Total $ 305,000 Total rent expense was approximately $19,000 and $74,000 for the three months ended March 31, 2017 and 2016, respectively. On February 7, 2017, we entered into a Lease Termination Agreement with PJM BLDG. II LLC (the “Termination Agreement”), the landlord of our current headquarters and production facilities located at 1805 SE Martin Luther King Jr. Blvd., Portland, Oregon. The Termination Agreement provides that the original lease agreement dated July 17, 2014 (the “Lease”) will terminate on June 30, 2017 rather than October 30, 2020. Legal Matters We are not currently subject to any material legal proceedings, however we could be subject to legal proceedings and claims from time to time in the ordinary course of our business. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and divert management resources.

Net Loss per Common Share

Net Loss per Common Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Net Loss per Common Share	11. Net Loss per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted net loss per common share is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the potential number of any dilutive common shares outstanding during the period. Potentially dilutive securities consist of the incremental common stock issuable upon exercise of stock options and convertible notes. Potentially dilutive securities are excluded from the computation if their effective is anti-dilutive. There were no dilutive common shares at March 31, 2017 and 2016. The numerators and denominators used in computing basic and diluted net loss per common share in 2017 and 2016 are as follows: March 31, 2017 2016 Net loss attributable to common shareholders (numerator) $ (906,855 ) $ (1,014,679 ) Weighted average shares (denominator) 7,842,971 2,275,625 Basic and diluted net loss per common share $ (0.12 ) $ (0.45 )

Stockholder's Deficit

Stockholder's Deficit	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholder's Deficit	12. Stockholder’s Deficit Convertible Series A Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance, December 31, 2016 300 245,838 7,627,512 764 13,699,275 (12,813,044 ) 1,132,833 Issuance of common stock - - 45,000 4 58,496 58,500 Issuance of common stock, net of issuance costs of $6,033, with detachable warrants - - 576,923 57 743,910 743,967 Issuance of common stock from warrant exercise for cash - - 122,500 12 159,238 159,250 Issuance of common stock for services by third parties - - 59,385 6 83,794 83,800 Issuance of common stock for services by employees - - 1,724 - 2,517 2,517 Stock-based compensation - - - - 158,658 158,658 Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580 - - 260,000 26 371,394 371,420 Shares issued for payoff of long-term notes - - 67,308 7 87,493 87,500 Cumulative dividend on Series A preferred - 5,037 - - - (5,037 ) - Common shares issued for preferred conversion (250 ) (201,449 ) 250,000 25 201,424 - Net loss - - - - - (901,818 ) (901,818 ) Balance, March 31, 2017 50 49,426 9,010,352 901 15,566,199 (13,719,899 ) 1,896,627 Reverse Stock Split All shares related and per share information in these financial statements has been adjusted to give effect to the 20-for-1 reverse stock split of the Company’s common stock effected on October 18, 2016. Issuance of Common Stock From January 4, 2017 to January 22, 2017, we sold 45,000 shares of common stock to accredited investors at a price of $1.30 per share for aggregate cash proceeds of $58,500. On March 31, 2017, the Company issued 576,923 shares of its common stock for $750,000 including 576,923 warrants for common stock. This represented an initial closing of the Company’s private offering as filed in the Form 8-K on March 27, 2017. From January 15, 2017 through February 16, 2017, the Company received warrant exercises and subscription documents totaling $159,250 for 122,500 shares issued. In March 2017, the Company issued 59,385 shares of common stock to four third-party consultants in exchange for services rendered. In March 2017, the Company issued 1,724 shares of common stock to employees for stock-based compensation of $2,517. On March 8, 2017, the Company completed the acquisition of MotherLode Craft Distillery, LLC (“MotherLode”), a Portland, Oregon based provider of bottling services and production support to craft distilleries. We issued 260,000 shares of common stock to the owners of MotherLode as consideration for the acquisition. Based on the closing share price of our common stock of $1.45 on March 8, 2017, the value of the transaction was $377,000. In March 2017, the Company issued 67,308 shares of its common stock upon conversion of 8% convertible promissory notes with an aggregate principal amount converted of $87,500. In March 2017, the Company issued 250,000 shares of its common stock upon conversion of 250 shares of preferred stock. All shares were fully vested upon issuance. Issuance of Convertible Preferred Stock From April 4, 2016 to June 17, 2016, the Company sold 972 shares of its series A convertible preferred stock (“Series A Preferred”) for an aggregate purchase price of $972,000, of which (i) 499 Units were purchased for $499,000 in cash (ii) 423 Units were purchased by certain of our officers in consideration of $423,000 accrued and unpaid salary and (iii) 50 Units were purchased in consideration of cancellation of $50,000 of outstanding indebtedness net of issuance costs of $69,528. Each share of Series A Convertible Preferred has a stated value of $1,000, which is convertible into shares of the Company’s common stock (the “Common Stock”) at a fixed conversion price equal to $1.50 per share. The Series A Convertible Preferred accrue dividends at a rate of 8% per annum, cumulative. Dividends are payable quarterly in arrears at the Company’s option either in cash or “in kind” in shares of Common Stock; provided, however that dividends may only be paid in cash following the fiscal year in which the Company has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for such year) of at least $500,000, to the extent permitted under applicable law out of funds legally available therefore. For ‘in-kind” dividends, holders will receive that number of shares of Common Stock equal to (i) the amount of the dividend payment due such stockholder divided by (ii) 90% of the average of the per share market values during the twenty (20) trading days immediately preceding a dividend date. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or sale of the Company, each holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to: (i) $1,000 multiplied by (ii) the total number of shares of Series A Preferred Stock issued under the Series A Certificate of Designation multiplied by (iii) 2.5. For all matters submitted to a vote of the Company’s stockholders, the holders of the Series A Preferred as a class shall have an aggregate number of votes equal to the product of (x) the number of shares of Common Stock (rounded to the nearest whole number) into which the total shares of Series A Preferred Stock issued under the Series A Certificate of Designation on such date of determination are convertible multiplied by (y) 2.5 (the “Total Series A Votes”), with each holder of Series A Preferred entitled to vote its pro rata portion of the Total Series A Votes. Holders of Common Stock do not have cumulative voting rights. In addition, the holders of Series A Preferred shall vote separately a class to change any of the rights, preferences and privileges of the Series A Preferred. Shares Shares Issued and Net Conversion Number of shares of common stock Liquidation Liquidation Authorized Outstanding Proceeds Price/Share Equivalents Preference Value/Share Series A 3,000 50 $ 49,426 $ 1.50 33,333 $ 125,000 $ 2,500 Stock-Based Compensation On September 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the 2016 Plan). The total number of shares available for the grant of either stock options or compensation stock under the 2016 Plan is 500,000 shares, subject to adjustment. On January 1, 2017, the number of shares available for grant under the 2016 Plan reset to 869,125 shares, equal to 8% of the number of outstanding shares of the Company’s capital stock, calculated on an as-converted basis, on December 31 of the preceding calendar year. On May 11, 2017, the Board of Directors approved an amendment to the 2016 Plan to increase the number of shares of common stock reserved thereunder to a new total of 1,169,125 shares, contingent upon shareholder adoption and approval of this amendment at the next annual meeting of stockholders. The exercise price per share of each stock option shall not be less than 100 percent of the fair market value of the Company’s common stock on the date of grant. At March 31, 2017, there were 762,500 options and 68,540 RSU’s issued under the Plan, with vesting schedules varying between immediate and five (5) years from the grant date. On January 29, 2015, the Company adopted the 2015 Stock Incentive Plan (the 2015 Plan). The total number of shares available for the grant of either stock options or compensation stock under the 2015 Plan is 150,000 shares, subject to adjustment. The exercise price per share of each stock option shall not be less than 20 percent of the fair market value of the Company’s common stock on the date of grant. At March 31, 2017, there were 43,750 options issued under the Plan outstanding, which options vest at the rate of at least 25 percent in the first year, starting 6-months after the grant date, and 75% in year two. The Company also issues, from time to time, options which are not registered under a formal option plan. At March 31, 2017, there were 50,000 options outstanding that were not issued under the Plan. A summary of all stock option activity at and for the three months ended March 31, 2017 is presented below: # of Options Weighted- Average Exercise Price Outstanding at December 31, 2016 521,250 $ 3.08 Options granted 335,000 (1) 1.57 Options exercised - - Options canceled - - Outstanding at March 31, 2017 856,250 $ 2.49 Exercisable at March 31, 2017 258,854 $ 3.93 (1) options granted under 2016 Stock Incentive Plan; The aggregate intrinsic value of options outstanding at March 31, 2017 was $0. At March 31, 2017, there were 597,396 unvested options with an aggregate grant date fair value of $691,042. The unvested options will vest in accordance with the vesting schedule in each respective option agreement, which varies between immediate and five (5) years from the grant date. The aggregate intrinsic value of unvested options at March 31, 2017 was $0. During the three months ended March 31, 2017, 113,881 options became vested. The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The grant-date fair value of stock options issued to employees is recognized on a straight-line basis over the requisite service period. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments as the underlying stock-based awards vest. To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following: ● Exercise price of the option ● Fair value of the Company’s common stock on the date of grant ● Expected term of the option ● Expected volatility over the expected term of the option ● Risk-free interest rate for the expected term of the option The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options. The following weighted-average assumptions were used in the Black-Scholes valuation model for options granted during the three months ended March 31, 2017: Risk-free interest rate 1.60 % Expected term (in years) 7.25 Dividend yield - Expected volatility 75 % The weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2017 was $1.11. The aggregate grant date fair value of the 335,000 options granted during the three months ended March 31, 2017 was $371,865. For the three months ended March 31, 2017 and 2016, total stock option expense related to stock options was $158,658 and $51,569 respectively. At March 31, 2017, the total compensation cost related to stock options not yet recognized is approximately $666,286, which is expected to be recognized over a weighted-average period of approximately 3.41 years. Warrants During the three months ended March 31, 2017, the Company issued 576,923 detachable warrants in connection with the purchase of 576,923 shares of common stock. The Company has determined the Warrants are classified as equity on the condensed consolidated balance sheet as of March 31, 2017. The estimated fair value of the warrants at issuance was $301,731, based on the Black-Scholes option-pricing model using the weighted-average assumptions below: Volatility 75 % Risk-free interest rate 1.50 % Expected term (in years) 3.0 Expected dividend yield - Fair value of common stock $ 1.46 A total of 122,500 warrants were exercised during the three months ended March 31, 2017 for cash proceeds of $159,250. A summary of activity in warrants is as follows: Warrants Weighted Average Remaining Life Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2016 2,540,295 2.77 years $ 2.16 $ — Three months ended March 31, 2017: Granted 576,923 3.00 years $ 2.50 $ 0 Exercised (122,500 ) 2.00 years $ 1.30 Forfeited and cancelled - - - - Outstanding at March 31, 2017 2,994,718 2.61 years $ 2.25 $ 0

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions There were no related party transactions during the three months ended March 31, 2017. During the three months ended March 31, 2016, the Company’s chief executive officer paid expenses on behalf of the Company on his personal credit card. These related party advances do not bear interest and are payable on demand. At March 31, 2016, the balance due to the chief executive officer was approximately $95,000, and is included in accounts payable on the accompanying condensed consolidated balance sheets.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events On May 12, 2017, the Company filed a revised S-1 registration statement for the proposed sale common stock of up to $6.9 million. On May 1, 2017, the Company announced the acquisition of a majority stake in Big Bottom Distilling, LLC (“BBD”), a Hillsboro, Oregon-based distiller of award winning and super premium gins, whiskeys, brandies, rum, and vodka. The transaction is structured as an exchange of 84,286 Eastside shares for 90% of the BBD LLC units, and will maintain the independence of BBD as a separate entity underneath the operational umbrella of Eastside Distilling. BBD and Eastside will benefit from brand synergies because of the limited overlap with Eastside products. Eastside will devote sales, marketing, financial capital and production resources to expanding BBDs business, which in 2016 had total revenues of approximately $201,000. On April 24, 2017, the Company issued 50,000 shares of its common stock upon conversion of 50 shares of preferred stock. As of April 24, 2017, the Company has zero shares of preferred stock outstanding. On April 21, 2017, the Company completed a $500,000 convertible note purchase agreement with an accredited investor. The note has a maturity date of April 3, 2020, and bears interest at the rate of five percent (5%) per annum. The note has an automatic conversion feature upon the closing (or first in a series of closings) of the next equity financing in which the Company sells shares of its equity securities for an aggregate consideration of at least $4,000,000 at a purchase price of at least $2.50. The outstanding principal and unpaid accrued interest on the Note shall be automatically converted into equity securities at a price equal to 80% of the price paid per share by the investors in the next equity financing or $2.00, whichever is lower, provided, however, that in no event shall the conversion price be less than $2.00. The note has a voluntary conversion feature where the investor may convert, in whole or in part, at any time at the conversion rate of $2.00. On April 5, 2017, the board approved an incentive option grant to messr Grover Wickersham totaling 100,000 shares with an exercise price of $1.60. In addition, the board approved a restricted stock unit grant of 100,000 shares of common stock that vested on April 5, 2017. 30,650 shares were not issued in order to satisfy messr Wickersham’s personal tax withholding responsibility. On April 3, 2017, the Company issued 25,000 shares of common stock to a third-party consultant in exchange for services rendered. From April 3, 2017 to May 4, 2017, the Company issued 256,781 shares of its common stock for $333,815, including 256,781 warrants for common stock. This represented the remaining closings of the Company’s private offering as filed in the Form 8-K on March 27, 2017. The private offering was completed on May 4, 2017. On April 2, 2017 and April 18, 2017, 13, 2016, the independent directors, messrs Trent Davis and Michael Fleming, respectively, each exercised 13,888 stock options to purchase common stock at $1.80 per share.

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements for Eastside Distilling, Inc. and Subsidiary were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with GAAP. However, all adjustments which are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The unaudited condensed consolidated results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2017. The condensed consolidated financial statements include the accounts of Eastside Distilling, Inc.’s wholly-owned subsidiary MotherLode (beginning as of March 8, 2017). All intercompany balances and transactions have been eliminated in consolidation.
Segment Reporting	Segment Reporting The Company determined its operating segment on the same basis that it uses to evaluate its performance internally. The Company has one business activity, producing, marketing and distributing hand-crafted spirits, and operates as one segment. The Company’s chief operating decision makers, its chief executive officer and chief financial officer, review the Company’s operating results on an aggregate basis for purposes of allocating resources and evaluating financial performance.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition Net revenue includes product sales, less excise taxes and customer programs and incentives. The Company records revenue when all four of the following criteria are met: (i) there is persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission (OLCC), the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales. Sales from items sold through the Company’s retail location are recognized at the time of sale. Revenue received from online merchants who sell discounted gift certificates for the Company’s merchandise and tastings is deferred until the customer has redeemed the discounted gift certificate or the gift certificate has expired, whichever occurs earlier.
Customer Programs and Incentives	Customer Programs and Incentives Customer programs and incentives, which include customer promotional discount programs, customer incentives and other payments, are a common practice in the alcohol beverage industry. The Company makes these payments to customers and incurs these costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to net sales or as advertising, promotional and selling expenses in accordance with ASC Topic 605-50, Revenue Recognition - Customer Payments and Incentives, based on the nature of the expenditure. Amounts paid to customers totaled $40,772 and $8,712 for the three months ended March 31, 2017 and 2016, respectively.
Advertising, Promotional and Selling Expenses	Advertising, Promotional and Selling Expenses The following expenses are included in advertising, promotions and selling expenses in the accompanying consolidated statements of operations: media advertising costs, special event costs, tasting room costs, sales and marketing expenses, salary and benefit expenses, travel and entertainment expenses for the sales, brand and sales support workforce and promotional activity expenses.
Cost of Sales	Cost of Sales Cost of sales consists of the costs of ingredients utilized in the production of spirits, manufacturing labor and overhead, warehousing rent, packaging, and in-bound freight charges. Ingredients account for the largest portion of the cost of sales, followed by packaging and production costs.
Shipping and Fulfillment Costs	Shipping and Fulfillment Costs Freight costs incurred related to shipment of merchandise from the Company’s distribution facilities to customers are recorded in cost of sales.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents are considered to be highly liquid investments with maturities of three months or less at the time of the purchase. The Company had no cash equivalents at March 31, 2017 and December 31, 2016.
Concentrations	Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade receivables. At March 31, 2017 and December 31, 2016, three customers represented 79% and 91% of trade receivables, respectively. Sales to three customers accounted for approximately 57% of consolidated net sales for the three months ended March 31, 2017. Sales to one customer, the OLCC, accounted for approximately 32% of net sales for the three months ended March 31, 2016.
Fair Value Measurements	Fair Value Measurements GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. At March 31, 2017 and December 31, 2016, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by GAAP. The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows: Level 1: Fair value of the asset or liability is determined using unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability. None of the Company’s assets or liabilities were measured at fair value at March 31, 2017 and December 31, 2016. However, GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of trade receivables, accounts payable, accrued liabilities, note payable, and convertible note payable. The estimated fair value of trade receivables, accounts payable, and accrued liabilities approximates their carrying value due to the short period of time to their maturities. At March 31, 2017 and December 31, 2016, the Company’s note payable and convertible notes payable are at fixed rates and their carrying value approximates fair value. Items Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities acquired in a business acquisition are valued at fair value at the date of acquisition.
Inventories	Inventories Inventories primarily consist of bulk and bottled liquor and merchandise and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO) method. A portion of inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. The Company has recorded no write-downs of inventory for the three months ended March 31, 2017 and 2016.
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. Amortization of leasehold improvements is computed using the straight-line method over the life of the lease or the useful lives of the assets, whichever is shorter. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred.
Long-lived Assets	Long-lived Assets The Company accounts for long-lived assets, including property and equipment, at amortized cost. Management reviews long-lived assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value.
Income Taxes	Income Taxes The provision for income taxes is based on income and expenses as reported for financial statement purposes using the “asset and liability method” for accounting for deferred taxes. Deferred tax assets and liabilities are recognized for the 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 reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. At March 31, 2017 and December 31, 2016, the Company established valuation allowances against its net deferred tax assets. Income tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of income tax benefit that is more than 50 percent likely to be realized upon settlement with the applicable taxing authority. The portion of the benefits associated with income tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized income tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized income tax benefits would be classified as additional income taxes in the accompanying condensed consolidated statements of operations. There were no unrecognized income tax benefits, nor any interest and penalties associated with unrecognized income tax benefits, accrued or expensed at and for the three months ended March 31, 2017 and 2016. The Company files federal income tax returns in the U.S. and various state income tax returns. The Company is no longer subject to examinations by the related tax authorities for the Company’s U.S. federal and state income tax returns for years prior to 2011.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising expense was $386,132 and $156,203 for the three months ended March 31, 2017 and 2016, respectively.
Comprehensive Income	Comprehensive Income The Company does not have any reconciling other comprehensive income items for the three months ended March 31, 2017 and 2016.
Excise Taxes	Excise Taxes The Company is responsible for compliance with the TTB regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcohol beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $176,416 and $158,408 for the three months ended March 31, 2017 and 2016, respectively.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes as compensation expense all stock-based awards issued to employees. The compensation cost is measured based on the grant-date fair value of the related stock-based awards and is recognized over the service period of stock-based awards, which is generally the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which estimates the fair value of each award on the date of grant based on a variety of assumptions including expected stock price volatility, expected terms of the awards, risk-free interest rate, and dividend rates, if applicable. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments at the end of each reporting period and as the underlying stock-based awards vest. Stock-based compensation was $158,658 and $105,839 for the three months ended March 31, 2017 and 2016, respectively.
Accounts Receivable Factoring Program	Accounts Receivable Factoring Program We use an accounts receivable factoring program with certain customer accounts. Under this program, we have the option to sell those customer receivables in advance of payment for 75% of the amount due. When the customer remits payment, we then receive the remaining 25%. We are charged interest on the advanced 75% payment at a rate of 1.5% per month. Under the terms of the agreement with the factoring provider, any factored invoices have recourse should the customer fail to pay the invoice. Thus, we record factored amounts as a liability until the customer remits payment and we receive the remaining 25% of the non-factored amount. We did not factor any invoices during the three months ended March 31, 2017. At March 31, 2017, we had factored invoices outstanding of $59,547, and we incurred fees associated with the factoring program of $2,582 during the three months ended March 31, 2017. During the three months ended March 31, 2016, we factored invoices totaling $117,933 and received total proceeds of $88,450. At March 31, 2016, we had factored invoices outstanding of $79,120, and we incurred fees associated with the factoring program of $4,269 during the three months ended March 31, 2016.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In March 2016, the Financial Accounting Standard Boards (the “FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). - A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and - A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. We are currently evaluating the impact ASU 2016-02 will have on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, simplifying the presentation of debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We have early adopted as of December 31, 2015.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the March 31, 2017 presentation with no changes to net loss or total stockholders’ equity previously reported.

Business Acquisition (Tables)

Business Acquisition (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Business Acquisition Assets and Libilities	The following allocation of the purchase price is as follows: Consideration given: 260,000 shares of common stock valued at $1.45 per share $ 377,000 Assets and liabilities acquired: Cash 7,062 Inventory 103,488 Property and equipment 46,250 Intangible assets - customer list 376,431 Accounts payble (5,180 ) Customer deposits (151,051 ) $ 377,000

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consist of the following at March 31, 2017 and December 31, 2016: 2017 2016 Raw materials $ 533,814 $ 439,739 Finished goods 461,919 340,298 Total inventories $ 995,733 $ 780,037

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment Net	Property and equipment consists of the following at March 31, 2017 and December 31, 2016: 2017 2016 Furniture and fixtures $ 147,721 $ 70,140 Leasehold improvements 14,907 8,607 Vehicles 12,000 38,831 Construction In-Progress - 34,603 Total cost 174,928 152,181 Less accumulated depreciation (46,068 ) (52,965 ) Property and equipment - net $ 128,560 $ 99,216

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	There were no intangible assets at December 31, 2016. At March 31, 2017, intangible assets consist of the following: 2017 Permits and licenses $ 25,000 Customer lists 351,431 Total intangible assets 376,431 Less accumulated amortization (2,929 ) Intangible assets - net $ 373,502

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payable consists of the following at March 31, 2017 and December 31, 2016: 2017 2016 Notes payable bearing interest at 7.99%. The note is payable in monthly principal plus interest payments of $472 through December, 2020. The note is secured by a vehicle. $ - $ 16,642 Notes payable bearing interest at 8%. The notes have a 2-year maturity and are due at various dates between September 19, 2018 – October 19, 2018, and pay interest only on a monthly basis 460,000 547,500 Total notes payable 460,000 564,142 Less current portion - (4,537 ) Less debt discount for detachable warrant (94,840 ) (131,849 ) Long-term portion of notes payable $ 365,160 $ 427,756
Schedule of Maturities on Notes Payable	Maturities on notes payable as of March 31, 2017, are as follows: Year ending December 31: 2017 $ - 2018 460,000 Thereafter - $ 460,000

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of Effective Tax Rates Reconciliation	The nature of the differences for the three months ended March 31, 2017 and 2016 were as follows: 2017 2016 Expected federal income tax benefit $ (286,381 ) $ (344,991 ) State income taxes after credits (59,520 ) (66,969 ) Change in valuation allowance 345,901 411,960 Total provision for income taxes $ - $ -
Schedule of Deferred Tax Assets and Liabilities	The components of the net deferred tax assets and liabilities at March 31, 2017 and December 31, 2016 consisted of the following: 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 3,843,052 $ 3,557,909 Stock-based compensation 277,596 213,181 Total deferred tax assets 4,120,648 3,771,090 Deferred tax liabilities: Depreciation and amortization (74,473 ) (70,816 ) Total deferred tax liabilities (74,473 ) (70,816 ) Valuation allowance (4,046,175 ) (3,700,274 ) Net deferred tax assets $ - $ -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Lease Payments Undet Operating leases	At March 31, 2017, future minimum lease payments required under the operating leases are approximately as follows: 2017 $ 213,000 2018 90,000 2019 2,000 Thereafter - Total $ 305,000

Net Loss per Common Share (Tabl

Net Loss per Common Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Loss Per Common Share	The numerators and denominators used in computing basic and diluted net loss per common share in 2017 and 2016 are as follows: March 31, 2017 2016 Net loss attributable to common shareholders (numerator) $ (906,855 ) $ (1,014,679 ) Weighted average shares (denominator) 7,842,971 2,275,625 Basic and diluted net loss per common share $ (0.12 ) $ (0.45 )

Stockholder's Deficit (Tables)

Stockholder's Deficit (Tables)	3 Months Ended
	Mar. 31, 2017
Schedule of Balance of Stockholder's Equity	Convertible Series A Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance, December 31, 2016 300 245,838 7,627,512 764 13,699,275 (12,813,044 ) 1,132,833 Issuance of common stock - - 45,000 4 58,496 58,500 Issuance of common stock, net of issuance costs of $6,033, with detachable warrants - - 576,923 57 743,910 743,967 Issuance of common stock from warrant exercise for cash - - 122,500 12 159,238 159,250 Issuance of common stock for services by third parties - - 59,385 6 83,794 83,800 Issuance of common stock for services by employees - - 1,724 - 2,517 2,517 Stock-based compensation - - - - 158,658 158,658 Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580 - - 260,000 26 371,394 371,420 Shares issued for payoff of long-term notes - - 67,308 7 87,493 87,500 Cumulative dividend on Series A preferred - 5,037 - - - (5,037 ) - Common shares issued for preferred conversion (250 ) (201,449 ) 250,000 25 201,424 - Net loss - - - - - (901,818 ) (901,818 ) Balance, March 31, 2017 50 49,426 9,010,352 901 15,566,199 (13,719,899 ) 1,896,627
Schedule of Issuance of Convertible Preferred Stock	Shares Shares Issued and Net Conversion Number of shares of common stock Liquidation Liquidation Authorized Outstanding Proceeds Price/Share Equivalents Preference Value/Share Series A 3,000 50 $ 49,426 $ 1.50 33,333 $ 125,000 $ 2,500
Summary of Stock Option Activity	A summary of all stock option activity at and for the three months ended March 31, 2017 is presented below: # of Options Weighted- Average Exercise Price Outstanding at December 31, 2016 521,250 $ 3.08 Options granted 335,000 (1) 1.57 Options exercised - - Options canceled - - Outstanding at March 31, 2017 856,250 $ 2.49 Exercisable at March 31, 2017 258,854 $ 3.93 (1) options granted under 2016 Stock Incentive Plan;
Schedule of Weighted-average Assumptions Used in Black-Scholes Valuation Method	The following weighted-average assumptions were used in the Black-Scholes valuation model for options granted during the three months ended March 31, 2017: Risk-free interest rate 1.60 % Expected term (in years) 7.25 Dividend yield - Expected volatility 75 %
Warrant [Member]
Schedule of Weighted-average Assumptions Used in Black-Scholes Valuation Method	Black-Scholes option-pricing model using the weighted-average assumptions below: Volatility 75 % Risk-free interest rate 1.50 % Expected term (in years) 3.0 Expected dividend yield - Fair value of common stock $ 1.46
Summary of Warrant Activity	A summary of activity in warrants is as follows: Warrants Weighted Average Remaining Life Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2016 2,540,295 2.77 years $ 2.16 $ — Three months ended March 31, 2017: Granted 576,923 3.00 years $ 2.50 $ 0 Exercised (122,500 ) 2.00 years $ 1.30 Forfeited and cancelled - - - - Outstanding at March 31, 2017 2,994,718 2.61 years $ 2.25 $ 0

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 901,818	$ 1,014,679
Accumulated deficit	13,719,899		$ 12,813,044
Net cash provided by financing activities	954,421	149,914
Cash on hand	883,715	$ 12,800	$ 1,088,066	$ 141,317
Working capital	1,700,325
Equity and debt offerings	$ 833,815

Summary of Significant Accoun32

Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended		12 Months Ended
	Mar. 31, 2017USD ($)Number	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Number of operating segments | Number	1
Customer programs and incentives paid	$ 40,772	$ 8,712
Cash equivalents
Unrecognized income tax benefit, interest and penalties
Advertising expense	386,132	156,203
Excise taxes	176,416	158,408
Stock-based compensation	$ 158,658	105,839
Percentage of factored and non-factored amount description	Under this program, we have the option to sell those customer receivables in advance of payment for 75% of the amount due. When the customer remits payment, we then receive the remaining 25%. We are charged interest on the advanced 75% payment at a rate of 1.5% per month. Under the terms of the agreement with the factoring provider, any factored invoices have recourse should the customer fail to pay the invoice. Thus, we record factored amounts as a liability until the customer remits payment and we receive the remaining 25% of the non-factored amount.
Accounts receivable factored invoices	$ 59,547	79,120
Accounts receivable factored program	$ 2,582	4,269
Amount of factored invoice		117,933
Proceeds from accounts receivable invoice		$ 88,450
Minimum [Member]
Property and equipment estimated useful lives	3 years
Maximum [Member]
Property and equipment estimated useful lives	7 years
Trade Receivables [Member] | Three Customers [Member]
Concentration of crdit risk percentage	79.00%		91.00%
Sales Revenue, Net [Member] | Three Customers [Member]
Concentration of crdit risk percentage	57.00%
Sales Revenue, Net [Member] | One Customers [Member]
Concentration of crdit risk percentage		32.00%

Business Acquisition (Details N

Business Acquisition (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)
Business Combinations [Abstract]
Business acquisition revenue	$ 375,000

Business Acquisition - Schedule

Business Acquisition - Schedule of Business Acquisition Assets and Libilities (Details)	3 Months Ended
	Mar. 31, 2017USD ($)
Business Combinations [Abstract]
Consideration given: 260,000 shares of common stock valued at $1.45 per share	$ 377,000
Cash	7,062
Inventory	103,488
Property and equipment	46,250
Intangible assets - customer list	376,431
Accounts payble	(5,180)
Customer deposits	(151,051)
Total assets and liabilities assumed	$ 377,000

Business Acquisition - Schedu35

Business Acquisition - Schedule of Business Acquisition Assets and Libilities (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Business Combinations [Abstract]
Business consideration shares of common stock | shares	260,000
Common stock valued per share | $ / shares	$ 1.45

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw materials	$ 533,814	$ 439,739
Finished goods	461,919	340,298
Total inventories	$ 995,733	$ 780,037

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 6,077	$ 5,574

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment Net (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Total cost	$ 174,928	$ 152,181
Less accumulated depreciation	(46,068)	(52,965)
Total property and equipment, net	128,560	99,216
Furniture and Fixtures [Member]
Total cost	147,721	70,140
Leasehold Improvements [Member]
Total cost	14,907	8,607
Vehicles [Member]
Total cost	12,000	38,831
Construction In-Progress [Member]
Total cost		$ 34,603

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ (2,929)

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Total intangible assets	$ 376,431
Less accumulated amortization	(2,929)
Intangible assets - net	373,502
Permits and Licenses [Member]
Total intangible assets	25,000
Customer Lists [Member]
Total intangible assets	$ 351,431

Notes Payable - Schedule of Not

Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Total notes payable	$ 460,000	$ 564,142
Less current portion		(4,537)
Less debt discount for detachable warrant	(94,840)	(131,849)
Long-term portion of notes payable	365,160	427,756
Notes Payable [Member]
Total notes payable		16,642
Note Payable 1 [Member]
Total notes payable	$ 460,000	$ 547,500

Notes Payable - Schedule of N42

Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Notes Payable [Member]
Debt instrument interes rate	7.99%	7.99%
Debt intrument principal and interest	$ 472	$ 472
Note Payable 1 [Member]
Debt instrument interes rate	8.00%	8.00%
Debt instrument maturity date description	The notes have a 2-year maturity and are due at various dates between September 19, 2018 – October 19, 2018, and pay interest only on a monthly basis	The notes have a 2-year maturity and are due at various dates between September 19, 2018 – October 19, 2018, and pay interest only on a monthly basis

Notes Payable - Schedule of Mat

Notes Payable - Schedule of Maturities on Notes Payable (Details)	Mar. 31, 2017USD ($)
Debt Disclosure [Abstract]
2,017
2,018	460,000
Thereafter
Total	$ 460,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	3 Months Ended
	Mar. 31, 2017USD ($)
Net operating loss carryforward	$ 3,800,000
Federal [Member]
Net operating loss carrayforward year	20 years
Net operating loss expiration year	2,034
State [Member]
Net operating loss carrayforward year	15 years
Net operating loss expiration year	2,029

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Tax Rates Reconciliation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Expected federal income tax benefit	$ (286,381)	$ (344,991)
State income taxes after credits	(59,520)	(66,969)
Change in valuation allowance	345,901	411,960
Total provision for income taxes

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 3,843,052	$ 3,557,909
Stock-based compensation	277,596	213,181
Total deferred tax assets	4,120,648	3,771,090
Depreciation and amortization	(74,473)	(70,816)
Total deferred tax liabilities	(74,473)	(70,816)
Valuation allowance	(4,046,175)	(3,700,274)
Net deferred tax assets

Commitments and Contingencies47

Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operation lease expiration	expire through December 2018.
Rent expense	$ 19,000	$ 74,000
Operating lease agreements expiration	The Termination Agreement provides that the original lease agreement dated July 17, 2014 (the “Lease”) will terminate on June 30, 2017 rather than October 30, 2020.
Minimum [Member]
Monthly lease payments	$ 1,802
Maximum [Member]
Monthly lease payments	$ 21,000

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Minimum Lease Payments Undet Operating leases (Details)	Mar. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 213,000
2,018	90,000
2,019	2,000
Thereafter
Total	$ 305,000

Net Loss per Common Share - Sch

Net Loss per Common Share - Schedule of Basic and Diluted Net Loss Per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Net loss available to common shareholders (numerator)	$ (906,855)	$ (1,014,679)
Weighted average shares (denominator)	7,842,971	2,275,625
Basic and diluted net loss per common share	$ (0.12)	$ (0.45)

Stockholder's Deficit (Details

Stockholder's Deficit (Details Narrative) - USD ($)		Mar. 31, 2017	Mar. 08, 2017	Jan. 02, 2017	Oct. 18, 2016	Jan. 29, 2015	Mar. 31, 2017	Feb. 16, 2017	Jan. 22, 2017	Mar. 31, 2017	Jul. 17, 2016	Mar. 31, 2016	Sep. 08, 2016
Reverse Stock Split					20-for-1 reverse stock split
Proceeds from issuance of common stock		$ 750,000								$ 802,467
Number of common stock shares issued		576,923								576,923
Number of common stock shares issued value										$ 58,500
Number of warrant shares of common stock		576,923					576,923	122,500		576,923
Proceeds from issuance of warrant exercises								$ 159,250		$ 159,250
Number of units issued for service value										$ 83,800
Number of options granted	[1]									335,000
Vesting period of option										5 years
Aggregate intrinsic value of options outstanding		$ 0					$ 0			$ 0
Number of unvested options		597,396					597,396			597,396
Aggregate grant date fair value unvested options										$ 691,042
Aggregate intrinsic value of unvested options		$ 0					$ 0			$ 0
Number of vested options										113,881
Weighted-average grant-date fair value of stock options granted										$ 1.11
Stock-based compensation										$ 158,658		105,839
Fair value of stock option granted										371,865
Stock option plan expenses										158,658		$ 51,569
Compensation cost related to stock options not yet recognized		$ 666,286					$ 666,286			$ 666,286
Period of compensation cost related to stock options not yet recognized										3 years 4 months 28 days
Fair value of warrants										$ 301,731
2016 Equity Incentive Plan [Member]
Number of shares available for grant				869,125									500,000
Outstanding capital stock shares percentage				8.00%
Number of options granted										762,500
Number of RSU's issued										68,540
Vesting period of option										5 years
2016 Equity Incentive Plan [Member] | May 11, 2017 [Member]
Number of common stock shares reserved for future issuance		1,169,125					1,169,125			1,169,125
Stock option exercise price percentage description										The exercise price per share of each stock option shall not be less than 100 percent of the fair market value of the Company’s common stock on the date of grant.
2015 Equity Incentive Plan [Member]
Number of shares available for grant						150,000
Stock option exercise price percentage description						The exercise price per share of each stock option shall not be less than 20 percent of the fair market value of the Company’s common stock on the date of grant.
Number of options issued										43,750
Description of vesting percentage										vest at the rate of at least 25 percent in the first year, starting 6-months after the grant date, and 75% in year two.
Non Plan Options [Member]
Number of unregistered option outstanding		50,000					50,000			50,000
Officer [Member]
Number of common stock shares issued for service rendered											423
Number of units issued for service value											$ 423,000
Series A Convertible Preferred Stock [Member]
Number of common stock shares issued										499	972
Number of common stock shares issued value										$ 499,000	$ 972,000
Number of units issued for cancellation outstanding indebtness											50
Number of units issued for cancellation outstanding indebtness, value											$ 50,000
Outstanding indebtness net of issuance costs											69,528
Preferred stock stated value											$ 1,000
Fixed conversion price per share											$ 1.50
Preferred stock accrued dividend rate											8.00%
Description of parcipation rights											Dividends are payable quarterly in arrears at the Company’s option either in cash or “in kind” in shares of Common Stock; provided, however that dividends may only be paid in cash following the fiscal year in which the Company has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for such year) of at least $500,000, to the extent permitted under applicable law out of funds legally available therefore. For ‘in-kind” dividends, holders will receive that number of shares of Common Stock equal to (i) the amount of the dividend payment due such stockholder divided by (ii) 90% of the average of the per share market values during the twenty (20) trading days immediately preceding a dividend date.
Description of liquidation rights											In the event of any voluntary or involuntary liquidation, dissolution or winding up, or sale of the Company, each holder of Series A Preferred shall be entitled to receive its pro rata portion of an aggregate payment equal to: (i) $1,000 multiplied by (ii) the total number of shares of Series A Preferred Stock issued under the Series A Certificate of Designation multiplied by (iii) 2.5.
Warrant [Member]
Number of warrant shares of common stock		122,500					122,500			122,500
Proceeds from issuance of warrant exercises										$ 159,250
Conversion Shares [Member]
Number of shares issued upon conversion							250,000
Number of preferred stock shares issued upon conversion		250					250			250
8% Convertible Promissory Notes [Member]
Number of shares issued upon conversion							67,308
Debt conversion on converted amount							$ 87,500
Percentage of convertible promissory notes		8.00%					8.00%			8.00%
MotherLode Craft Distillery, LLC [Member]
Number of common stock shares issued			260,000
Number of common stock shares issued value			$ 377,000
Common stock closing share price per share			$ 1.45
Accredited Investors [Member]
Number of common stock shares sold									45,000
Sale of stock price per share									$ 1.30
Proceeds from issuance of common stock									$ 58,500
Four Third-party Consultants [Member ]
Number of common stock shares issued for service rendered							59,385
Employees [Member]
Number of shares issued employees							1,724
Value of shares issued to employees							$ 2,517
[1]	Options granted under 2016 Stock Incentive Plan

Stockholder's Deficit - Schedul

Stockholder's Deficit - Schedule of Balance of Stockholder's Equity (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2017	Mar. 31, 2016
Balance		$ 1,132,833
Issuance of common stock		$ 58,500
Issuance of common stock, shares	576,923	576,923
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants		$ 743,967
Issuance of common stock from warrant exercise for cash		159,250
Issuance of common stock for services by third parties		83,800
Issuance of common stock for services by employees		2,517
Stock-based compensation		158,658
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580		$ 371,420
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580, shares		260,000
Shares Issued for payoff of long-term notes		$ 87,500
Cumulative dividend on Series A preferred
Common shares issued for preferred conversion
Net loss		(901,818)	$ (1,014,679)
Balance	$ 1,896,627	1,896,627
Convertible Series A Preferred Stock [Member]
Balance		$ 245,838
Balance, shares		300
Issuance of common stock
Issuance of common stock, shares
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants, shares
Issuance of common stock from warrant exercise for cash
Issuance of common stock from warrant exercise for cash, shares
Issuance of common stock for services by third parties
Issuance of common stock for services by third parties, shares
Issuance of common stock for services by employees
Issuance of common stock for services by employees, shares
Stock-based compensation
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580, shares
Shares Issued for payoff of long-term notes
Shares Issued for payoff of long-term notes, shares
Cumulative dividend on Series A preferred		$ 5,037
Common shares issued for preferred conversion		$ (250)
Common shares issued for preferred conversion, shares		(201,449)
Net loss
Balance	$ 49,426	$ 49,426
Balance, shares	50	50
Common Stock [Member]
Balance		$ 764
Balance, shares		7,627,512
Issuance of common stock		$ 4
Issuance of common stock, shares		45,000
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants		$ 57
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants, shares		576,923
Issuance of common stock from warrant exercise for cash		$ 12
Issuance of common stock from warrant exercise for cash, shares		122,500
Issuance of common stock for services by third parties		$ 6
Issuance of common stock for services by third parties, shares		59,385
Issuance of common stock for services by employees
Issuance of common stock for services by employees, shares		1,724
Stock-based compensation
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580		$ 26
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580, shares		260,000
Shares Issued for payoff of long-term notes		$ 7
Shares Issued for payoff of long-term notes, shares		67,308
Cumulative dividend on Series A preferred
Common shares issued for preferred conversion		$ 25
Common shares issued for preferred conversion, shares		250,000
Net loss
Balance	$ 901	$ 901
Balance, shares	9,010,352	9,010,352
Paid-in Capital [Member]
Balance		$ 13,699,275
Issuance of common stock		58,496
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants		743,910
Issuance of common stock from warrant exercise for cash		159,238
Issuance of common stock for services by third parties		83,794
Issuance of common stock for services by employees		2,517
Stock-based compensation		158,658
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580		371,394
Shares Issued for payoff of long-term notes		87,493
Cumulative dividend on Series A preferred
Common shares issued for preferred conversion		201,424
Net loss
Balance	$ 15,566,199	15,566,199
Accumulated Deficit [Member]
Balance		(12,813,044)
Issuance of common stock
Issuance of common stock, net of issuance costs of $6,033, with detachable warrants
Issuance of common stock from warrant exercise for cash
Issuance of common stock for services by third parties
Issuance of common stock for services by employees
Stock-based compensation
Issuance of common stock for acquisition of MotherLode, net of issuance costs of $5,580
Shares Issued for payoff of long-term notes
Cumulative dividend on Series A preferred		(5,037)
Common shares issued for preferred conversion
Net loss		(901,818)
Balance	$ (13,719,899)	$ (13,719,899)

Stockholder's Deficit - Sched52

Stockholder's Deficit - Schedule of Balance of Stockholder's Equity (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2017USD ($)
Equity [Abstract]
Common stock, net of issuance costs	$ 6,033
Issuance of common stock for acquisition costs	$ 5,580

Stockholder's Deficit - Sched53

Stockholder's Deficit - Schedule of Issuance of Convertible Preferred Stock (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Shares Authorized	3,000	3,000
Liquidation Preference	$ 125,000	$ 750,000
Series A [Member]
Shares Authorized	3,000
Shares Issued and Outstanding	50
Net Proceeds	$ 49,426
Conversion Price/Share	$ 1.50
Number of shares of common stock Equivalents	33,333
Liquidation Preference	$ 125,000
Liquidation Value/Share	$ 2,500

Stockholder's Deficit - Summary

Stockholder's Deficit - Summary of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Equity [Abstract]
Number of Options Outstanding, Beginning Balance | shares	521,250
Number of Options Outstanding, Granted | shares	335,000	[1]
Number of Options Outstanding, Exercised | shares
Number of Options Outstanding, Canceled | shares
Number of Options Outstanding, Ending Balance | shares	856,250
Number of Options Exercisable, Ending Balance | shares	258,854
Weighted- Average Exercise Price Options Outstanding, Beginning Balance | $ / shares	$ 3.08
Weighted- Average Exercise Price Options Outstanding, Granted | $ / shares	1.57
Weighted- Average Exercise Price Options Outstanding, Exercised | $ / shares
Weighted- Average Exercise Price Options Outstanding, Canceled | $ / shares
Weighted- Average Exercise Price Options Outstanding, Ending Balance | $ / shares	2.49
Weighted- Average Exercise Price Options Exercisable, Ending Balance | $ / shares	$ 3.93
Weighted Average Remaining Life Outstanding, Beginning	2 years 9 months 7 days
Weighted Average Remaining Life Outstanding, Granted	3 years
Weighted Average Remaining Life Outstanding, Exercised	2 years
Weighted Average Remaining Life Outstanding, Ending	2 years 7 months 10 days
[1]	Options granted under 2016 Stock Incentive Plan

Stockholder's Deficit - Sched55

Stockholder's Deficit - Schedule of Weighted-average Assumptions Used in Black-Scholes Valuation Method (Details)	3 Months Ended
	Mar. 31, 2017$ / shares
Risk-free interest rate	1.60%
Expected term (in years)	7 years 3 months
Expected dividend yield	0.00%
Expected volatility	75.00%
Warrant [Member]
Risk-free interest rate	1.50%
Expected term (in years)	3 years
Expected dividend yield	0.00%
Expected volatility	75.00%
Fair value of common stock	$ 1.46

Stockholder's Deficit - Summa56

Stockholder's Deficit - Summary of Warrant Activity (Details)	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Equity [Abstract]
Warrants Outstanding, Beginning Balance | shares	2,540,295
Warrants Outstanding, Granted | shares	576,923
Warrants Outstanding, Exercised | shares	(122,500)
Warrants Outstanding, Forfeited and Cancelled | shares
Warrants Outstanding, Ending Balance | shares	2,994,718
Warrants Outstanding Weighted Average Exercise Price, Beginning Balance	$ 2.16
Warrants Outstanding Weighted Average Exercise Price, Granted	2.50
Warrants Outstanding Weighted Average Exercise Price, Exercised	1.30
Warrants Outstanding Weighted Average Exercise Price, Forfeited and Cancelled	0
Warrants Outstanding Weighted Average Exercise Price, Ending Balance	$ 2.25
Warrants Outstanding Aggregate Intrinsic Value, Beginning Balance | $
Warrants Outstanding Aggregate Intrinsic Value, Granted	$ 0
Warrants Outstanding Aggregate Intrinsic Value, Ending Balance | $	$ 0

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Accounts payable	$ 476,175	$ 457,034
Chief Executive Officer [Member]
Accounts payable			$ 95,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)

May 12, 2017

May 02, 2017

Apr. 21, 2017

Apr. 18, 2017

Apr. 05, 2017

Apr. 03, 2017

Apr. 02, 2017

Mar. 31, 2017

May 04, 2017

Mar. 31, 2017

Mar. 31, 2016

Apr. 24, 2017

Dec. 31, 2016

Revenues

$ 612,481

$ 454,762

Preferred stock, shares outstanding

50

50

300

Number of equity securities for an aggregate consideration

$ 377,000

Number of incentive option grant, shares

[1]

335,000

Number of common stock issued, shares

576,923

576,923

Number of common stock issued, value

$ 58,500

Number of stock option exercised, shares

Subsequent Event [Member]

Number of common stock, shares issued upon conversion

50,000

Number of preferred stock, shares issued upon conversion

50

Preferred stock, shares outstanding

0

Issuance of common stock for services by third parties, shares

25,000

Number of common stock issued, shares

256,781

Number of common stock issued, value

$ 333,815

Subsequent Event [Member] | Warrant [Member]

Number of common stock issued, shares

256,781

Subsequent Event [Member] | Grover Wickersham [Member]

Number of incentive option grant, shares

100,000

Option to grant exercise price, per share

$ 1.60

Number of common stock vested, shares

30,650

Subsequent Event [Member] | Grover Wickersham [Member] | Restricted Stock [Member]

Number of common stock vested, shares

100,000

Subsequent Event [Member] | Trent Davis [Member] | Directors [Member]

Number of stock option exercised, shares

13,888

Number of options to purchase shares of common stock price, per share

$ 1.80

Subsequent Event [Member] | Michael Fleming [Member] | Directors [Member]

Number of stock option exercised, shares

13,888

Number of options to purchase shares of common stock price, per share

$ 1.80

Subsequent Event [Member] | Convertible Note Purchase Agreement [Member]

Convertible note with an accredited investor amount

$ 500,000

Convertible debt maturity date

Apr. 3, 2020

Convertible debt interest rate

5.00%

Number of equity securities for an aggregate consideration

$ 4,000,000

Business acquisitions purchase price, description

The note has an automatic conversion feature upon the closing (or first in a series of closings) of the next equity financing in which the Company sells shares of its equity securities for an aggregate consideration of at least $4,000,000 at a purchase price of at least $2.50.

Debt conversion, converted instrument, price

80.00%

Debt conversion price per share

$ 2

Subsequent Event [Member] | Convertible Note Purchase Agreement [Member] | Investor [Member]

Debt conversion price per share

2

Subsequent Event [Member] | Big Bottom Distilling, LLC [Member]

Sale of transaction is structured as an exchange, shares

84,286

Sale of transaction is structured as an exchange, percent

90.00%

Revenues

$ 201,000

Subsequent Event [Member] | Maximum [Member]

Sale of commomn stock

$ 6,900,000

Subsequent Event [Member] | Minimum [Member] | Convertible Note Purchase Agreement [Member]

Debt conversion price per share

$ 2

[1]

Options granted under 2016 Stock Incentive Plan