Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 12, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Eurocan Holdings Ltd. | ' |
Entity Central Index Key | '0001534708 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 40,000,000 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $229 | $618 |
Accounts Receivable | 5,240 | ' |
Interest receivable | 2,241 | ' |
Note receivable | 150,000 | ' |
TOTAL CURRENT ASSETS | 157,710 | 618 |
TOTAL ASSETS | 157,710 | 618 |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 38,100 | 37,640 |
Accrued liabilities | 11,302 | 31,199 |
Deferred revenue | 2,860 | 730 |
Due to related party | 8,358 | 1,214 |
Demand notes payable | 76,945 | 7,150 |
Convertible note payable, net of unamortized discount of $90,729 | 59,271 | ' |
TOTAL CURRENT LIABILITIES | 196,836 | 77,933 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock - $.0001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding | ' | ' |
Common stock- $.0001 par value, 900,000,000 shares authorized, 32,910,000 shares issued and outstanding | 3,291 | 3,291 |
Additional paid-in capital | 340,441 | 246,691 |
Accumulated deficit | -382,858 | -327,297 |
TOTAL STOCKHOLDERS' DEFICIT | -39,126 | -77,315 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $157,710 | $618 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Stockholders' Equity Attributable to Parent [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, Authorized | 100,000,000 | 100,000,000 |
Preferred stock, Issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 900,000,000 | 900,000,000 |
Common stock, Issued | 32,910,000 | 32,910,000 |
Common stock, outstanding | 32,910,000 | 32,910,000 |
Unamortized discount | $90,729 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
REVENUE | $19,889 | $11,395 | $28,028 | $60,758 |
COST OF SALES | 178 | 1,352 | 393 | 7,479 |
GROSS MARGIN | 19,711 | 10,043 | 27,635 | 53,279 |
OPERATING EXPENSES | ' | ' | ' | ' |
Rent | ' | ' | ' | 7,192 |
General and administrative | 8,448 | 10,927 | 17,012 | 34,235 |
Management fees | ' | 3,075 | ' | 14,275 |
Professional fees | 9,394 | 18,626 | 56,369 | 59,073 |
TOTAL OPERATING EXPENSES | 17,842 | 32,628 | 73,381 | 114,775 |
INCOME (LOSS) FROM OPERATIONS | 1,869 | -22,585 | -45,746 | -61,496 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Interest income | 1,887 | ' | 2,241 | ' |
Other income | ' | ' | ' | 4,405 |
Bank fees & interest | -5,981 | -4,418 | -12,056 | -11,923 |
TOTAL OTHER INCOME (EXPENSE) | -4,094 | -4,418 | -9,815 | -7,518 |
NET INCOME (LOSS) | ($2,225) | ($27,003) | ($55,561) | ($69,014) |
NET LOSS PER SHARE-BASIC AND DILUTED | ' | ' | ' | ' |
WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED | 32,910,000 | 12,710,000 | 32,910,000 | 12,710,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net loss | ($55,561) | ($69,014) |
Adjustments to reconcile net loss to net cash (used in) in operating activities: | ' | ' |
Amortization of note payable discount | 3,021 | ' |
Interest receivable | -2,241 | ' |
Gain on sale of property and equipment | ' | -4,405 |
Changes in assets and liabilities affecting operations: | ' | ' |
Accounts receivable | -5,240 | -2,295 |
Accounts payable and accrued expenses | -19,437 | 16,631 |
Deferred revenue | 2,130 | ' |
Security Deposits | ' | 3,075 |
NET CASH (USED IN) OPERATING ACTIVITIES | -77,328 | -56,008 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Note receivable | -150,000 | ' |
Proceeds from sale of property and equipment | ' | 4,405 |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | -150,000 | 4,405 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Proceeds from related party debt | 7,144 | ' |
Proceeds from notes payable | 219,795 | 47,000 |
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 226,939 | 47,000 |
NET (DECREASE) IN CASH | -389 | -4,603 |
CASH - beginning of year | 618 | 5,899 |
CASH - end of period | 229 | 1,296 |
Cash paid during the year for: | ' | ' |
Income taxes | ' | 50 |
Interest | 7,248 | 6,629 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Beneficial conversion feature | $93,750 | ' |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |
Sep. 30, 2014 | ||
Basis of Presentation [Abstract] | ' | |
Basis of Presentation | ' | |
1 | Basis of Presentation | |
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company's audited 2013 annual financial statements and notes thereto. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures required in the Company's 2013 annual financial statements have been omitted. | ||
Going_Concern
Going Concern | 9 Months Ended | |
Sep. 30, 2014 | ||
Basis of Presentation [Abstract] | ' | |
Going Concern | ' | |
2 | Going Concern | |
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred losses of ($382,858). In addition, the Company generated negative cash flows from operations during the year ended December 31, 2013. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. | ||
If necessary, the Company will pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development. | ||
The consolidated financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
Note_Receivable
Note Receivable | 9 Months Ended | |
Sep. 30, 2014 | ||
Note Receivable [Abstract] | ' | |
Note Receivable | ' | |
3 | Note Receivable | |
On June 17, 2014, the Company loaned the sum of $150,000 to Eastside Distilling LLC, an Oregon corporation. The loan accrues interest daily at the rate of 5% per annum (computed on the basis of the actual number of days elapsed and a year of 360 days and compounded monthly) and is secured with any and all assets of the Eastside Distilling LLC from June 13, 2014. The loan matures on June 13, 2015, but it may be prepaid in whole or in part at any time prior to the maturity date. As of September 30, 2014, the entire principal amount of the loan and $2,241 in accrued interest remain outstanding. |
Notes_Payable
Notes Payable | 9 Months Ended | |
Sep. 30, 2014 | ||
Notes Payable [Abstract] | ' | |
Notes Payable | ' | |
4 | Notes Payable | |
During the nine months ended September 30, 2013 the Company received advances totaling $47,000 and issued promissory notes to non-related parties. The notes bear interest at 5%, are unsecured and are due on demand. These were assigned to the holder of the convertible debenture on October 18, 2013. | ||
On October 18, 2013, the Company issued an unsecured convertible note debenture in the principal amount of $202,000 to an unrelated party. Notes payable in the amount of $202,000 were assigned to the holder of the debenture. The convertible debenture agreement allowed the holder to convert any or the entire principal into fully paid and non-assessable common shares of the Company at a conversion rate equal to one common share for each $0.01 of indebtedness. The debenture was converted into 20,200,000 shares of common stock on November 13, 2013. | ||
During October, 2013 the Company received advances totaling $7,150 and issued non-interest bearing promissory notes, unsecured and due on demand. As of September 30, 2014, the entire principal amount of the note remains outstanding. | ||
During the nine months ended September 30, 2014 the Company received advances totaling $219,795 and issued twelve promissory notes to non-related parties. These notes are non-interest bearing, unsecured and due on demand. One of these notes was amended on September 19, 2014, as discussed below | ||
On September 19, 2014, the Company amended a previously issued non-interest bearing demand note in the amount of $150,000 issued on June 13, 2014 to include new terms including interest, conversion rights, a maturity date and a pre-payment penalty. The amended note bears interest at 5% per annum and has a maturity date of June 13, 2015. The amended note may be converted into shares of the Company's common stock at a fixed conversion price of $0.40 per share. The beneficial conversion feature was recorded at a discount amount of $93,750. The note payable discount balance was $90,729 as of September 30, 2014. This note may be prepaid upon payment of 150% of the outstanding principal amount to the holder. | ||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||
Sep. 30, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions | ' | ||
5 | Related Party Transactions | ||
During the nine months ended September 30, 2013 a director of the Company received $14,275 as compensation for management services provided to the Company. | |||
As of September 30, 2014 and December 31, 2013, the Company owed $8,358 and $1,214, respectively to the director of the Company. The amount is non-interest bearing, unsecured and due on demand. |
Subsidiary
Subsidiary | 9 Months Ended | |
Sep. 30, 2014 | ||
Subsidiary [Abstract] | ' | |
Subsidiary | ' | |
6 | Subsidiary | |
On September 30, 2014, Eastside Distilling Inc. was incorporated in the state of Nevada. One hundred percent of the 1,000 shares at .01 par value authorized are issued to the Company. Eastside Distilling, Inc. (the Subsidiary) had no activity on September 30, 2014. | ||
Subsequent_Event
Subsequent Event | 9 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Event [Abstract] | ' | ||
Subsequent Event | ' | ||
7 | Subsequent Event | ||
On October 31, 2014, the Company consummated the acquisition (the “Acquisition”) of Eastside Distilling, LLC, an Oregon limited liability company (“Eastside”) pursuant to an Agreement and Plan of Merger by and among the Company, Eastside, and Eastside Distilling, Inc., a Nevada corporation our wholly-owned subsidiary. Pursuant to the Merger Agreement, Eastside merged with and into Eastside Distilling, Inc. The merger consideration for the acquisition consisted of 32,000,000 shares (the “Shares”) of our common stock. In addition, certain of the Company's stockholders cancelled an aggregate of 24,910,000 shares of the Company's common stock held by them. As a result, the Company has 40,000,000 shares of common stock issued and outstanding, of which 32,000,000 shares are held by the former members of Eastside. In connection with the closing of the Merger Agreement, noteholders with debt obligations in the aggregate amount of $86,014.10 cancelled these obligations and provided the Company with a release from all claims. | |||
On November 4, 2014, the Company received advances totaling $103,525 and issued two promissory notes to unrelated parties. The notes bear interest at a rate of 2.25% per annum, are unsecured and due on demand. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Basis Of Presentation Policies [Abstract] | ' |
Basis of Presentation | ' |
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company's audited 2013 annual financial statements and notes thereto. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosures required in the Company's 2013 annual financial statements have been omitted. |
Going_Concern_Details
Going Concern (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Going Concern Details Narrative [Abstract] | ' | ' |
Losses Incurred From Opreration, since inception | ($382,858) | ($327,297) |
Note_Receivable_Details
Note Receivable (Details) (USD $) | 1 Months Ended | ||
Jun. 17, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Note Receivable [Abstract] | ' | ' | ' |
Note receivable | $150,000 | $150,000 | ' |
Interest rate | 5.00% | ' | ' |
Maturity date | 13-Jun-15 | ' | ' |
Accrued interest receivable | ' | $2,241 | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 0 Months Ended | 9 Months Ended | |||||
Sep. 19, 2014 | Nov. 18, 2013 | Oct. 18, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | |
Notes Payable [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Advances received from non-related parties | ' | ' | ' | $219,795 | $47,000 | ' | ' |
Interest on unsecured note (as a percent) | 5.00% | ' | ' | ' | 5.00% | ' | ' |
Amount of convertible debt to an unrelated party | ' | ' | 202,000 | ' | ' | ' | ' |
Conversion rate equal to one common share | ' | ' | 0.01 | ' | ' | ' | ' |
Common stock issued in lieu of conversion of debenture | ' | 20,200,000 | ' | ' | ' | ' | ' |
Amount of the note issued | 150,000 | ' | ' | ' | ' | ' | ' |
Fixed conversion price | $0.40 | ' | ' | ' | ' | ' | ' |
Discount on issuance of note | 93,750 | ' | ' | 3,021 | ' | ' | ' |
Unamortised discount on note payable | ' | ' | ' | 90,729 | ' | ' | ' |
Percentgae of redemption price (as a percent) | ' | ' | ' | 150.00% | ' | ' | ' |
Demand notes payable | ' | ' | ' | $76,945 | ' | $7,150 | $7,150 |
Maturity date | 13-Jun-15 | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' | ' | ' | ' | ' |
Management fees | ' | $3,075 | ' | $14,275 | ' |
Due to a director | $8,358 | ' | $8,358 | ' | $1,214 |
Subsidiary_Details
Subsidiary (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Subsidiary [Line Items] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 900,000,000 | 900,000,000 |
Eastside Distilling Inc. [Member] | ' | ' |
Subsidiary [Line Items] | ' | ' |
Ownership percent (as a percent) | 100.00% | ' |
Common stock, par value | $0.01 | ' |
Common stock, Authorized | 1,000 | ' |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 19, 2014 | Dec. 31, 2013 | Nov. 04, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||
Eastside Distilling, LLC [Member] | Eastside Distilling, LLC [Member] | ||||||
Common Stock [Member] | |||||||
Subsequent event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | 32,000,000 |
Number of shares cancelled by stockholders | ' | ' | ' | ' | ' | ' | 24,910,000 |
Common stock, Issued | 32,910,000 | ' | ' | 32,910,000 | ' | ' | 40,000,000 |
Common stock, outstanding | 32,910,000 | ' | ' | 32,910,000 | ' | ' | 40,000,000 |
Amount of debt retired and cancelled by the noteholders | ' | ' | ' | ' | ' | $86,014.10 | ' |
Advances received from non-related parties | $219,795 | $47,000 | ' | ' | $103,525 | ' | ' |
Interest on unsecured note (as a percent) | ' | 5.00% | 5.00% | ' | 2.25% | ' | ' |