Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Evans Brewing Co Inc. | ||
Entity Central Index Key | 1,580,490 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Trading Symbol | ALES | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 0 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 4,784,293 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 117,997 | $ 325,392 |
Accounts receivable | 191,368 | 222,358 |
Inventory | 240,170 | 178,814 |
Misc. receivable | 1,848 | |
Deposits- short term | 10,300 | |
Prepaid expense | 10,567 | 11,000 |
Total Current Assets | 572,250 | 737,564 |
Fixed Assets | ||
Equipment and leasehold improvements net of depreciation | 1,229,141 | 469,039 |
Total Fixed Assets | 1,229,141 | 469,039 |
Other Assets | ||
Liquor license | 50,000 | |
Deposits | 72,100 | 135,000 |
Deferred tax assets | 11,668 | 8,750 |
Total Other Assets | 133,768 | 143,750 |
Total Assets | 1,935,159 | 1,350,353 |
Current Liabilities | ||
Accounts payable | 150,224 | 171,081 |
Accrued interest | 12,450 | 7,754 |
Accrued Salary | 34,873 | 4,730 |
Deferred revenue- gift cards | 3,295 | |
Refundable deposits | 107,567 | 107,574 |
Current deferred tax liability | 11,668 | 8,750 |
Credit card payable | 3,739 | |
Notes payable - line of credit | 43,000 | |
Auto loan - current portion | 4,672 | 4,672 |
Notes payable - current portion | 75,198 | 75,199 |
Notes payable to related party | 604,197 | 108,000 |
Total Current Liabilities | 1,050,884 | 487,760 |
Long Term Liabilities | ||
Auto loan- long term portion | 2,092 | 5,419 |
Notes payable - long term portion | 31,333 | 106,693 |
Notes payable to related party - long term | 100,000 | |
Total Liabilities | 1,084,309 | 699,872 |
Stockholders' Equity | ||
Preferred Stock, authorized 10,000,000 shares, series A, $0.0001 par value, 1,000,000 issued and outstanding as of December 30, 2016, and 0 issued and outstanding as of December 31, 2015, respectively | 100 | |
Common Stock, authorized 100,000,000 shares, $0.0001 par value, 4,757,463 issued and outstanding as of December 31, 2016, and 4,469,863 shares issued and outstanding as of December 31, 2015, respectively | 476 | 447 |
Additional Paid in Capital | 3,412,311 | 2,084,345 |
Accumulated Deficit | (2,562,037) | (1,434,311) |
Total Stockholders' Equity | 850,850 | 650,481 |
Total Liabilities and Stockholders' Equity | $ 1,935,159 | $ 1,350,353 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheets [Abstract] | ||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Series A Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, shares issued | 1,000,000 | 0 |
Series A Preferred Stock, shares outstanding | 1,000,000 | 0 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares issued | 4,757,463 | 4,469,863 |
Common Stock, shares outstanding | 4,757,463 | 4,469,863 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statements of Operations [Abstract] | ||
Sales- net | $ 1,954,428 | $ 1,952,301 |
Cost of sales | 1,588,184 | 1,456,612 |
Gross Profit | 366,244 | 495,689 |
Operating expenses | ||
Professional services | 335,818 | 335,971 |
Administrative salaries | 256,966 | 116,375 |
Selling expense | 312,525 | 261,680 |
General and administrative expense | 393,041 | 135,801 |
Total Operating Expenses | 1,298,350 | 849,827 |
(Loss) from continuing operations | (932,106) | (354,138) |
Other Income (Expense) | ||
Interest expense | (23,252) | (12,197) |
Loss on write off of prior year corrections | (4,961) | |
Loss on write off of goodwill | (165,000) | |
Loss on prior year write-off | 3,996 | |
Other income | 22,411 | |
Total other income (expenses) | (193,213) | 14,210 |
Net (loss) before income taxes | (1,125,319) | (339,928) |
Income taxes | 2,408 | 13,995 |
Net (Loss) | $ (1,127,727) | $ (353,923) |
Earnings (loss) per share; | ||
Basic | $ (0.24) | $ (0.08) |
Weighted average number of shares outstanding | 4,637,984 | 4,469,863 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Deficit |
Balance at Dec. 31, 2014 | $ 1,004,405 | $ 488 | $ 2,084,304 | $ (1,080,388) | |
Balance, shares at Dec. 31, 2014 | 4,884,624 | ||||
Shares unclaimed and canceled | $ (41) | 41 | |||
Shares unclaimed and canceled, shares | (414,761) | ||||
Net Loss | (353,923) | (353,923) | |||
Balance at Dec. 31, 2015 | 650,481 | $ 447 | 2,084,345 | (1,434,311) | |
Balance, shares at Dec. 31, 2015 | 4,469,863 | ||||
Shares -adjusted | |||||
Shares -adjusted, shares | 600 | ||||
Shares issued for cash | 43,753 | $ 5 | 43,748 | ||
Shares issued for cash, shares | 50,000 | ||||
Shares issued for services | 190,650 | $ 24 | 190,626 | ||
Shares issued for services, shares | 237,000 | ||||
Preferred shares issued for Public House | 1,093,693 | $ 100 | 1,093,592 | ||
Preferred shares issued for Public House, shares | 1,000,000 | ||||
Net Loss | (1,127,727) | (1,127,727) | |||
Balance at Dec. 31, 2016 | $ 850,850 | $ 100 | $ 476 | $ 3,412,311 | $ (2,562,037) |
Balance, shares at Dec. 31, 2016 | 1,000,000 | 4,757,463 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (1,127,727) | $ (353,923) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 190,650 | |
Insurance claim receivable | 300,000 | |
Liquor License - Public House | (50,000) | |
Depreciation and amortization | 90,896 | 46,396 |
Changes in Operating Assets and Liabilities: | ||
(Increase) Decrease in prepaid expense | 433 | 9,865 |
(Increase) Decrease in prepaid deposits | 52,600 | 86,000 |
(Increase) Decrease in inventory | (61,356) | 34,329 |
(Increase) Decrease in accounts receivable | 29,142 | 57,466 |
Increase (decrease) in refundable deposits | (7) | (13,039) |
Increase (decrease) in accounts payable | (20,856) | (78,991) |
Increase (decrease) in accrued expenses | 41,874 | (12,686) |
Net Cash Used by Operating Activities | (854,351) | 75,417 |
Cash Flows from Investing Activities: | ||
Cash acquired in acquisition of Evans California | ||
Proceeds from disposal of property | ||
Purchase of fixed assets | (850,998) | (337,844) |
Net Cash used in Investing Activities | (850,998) | (337,844) |
Cash Flows from Financing Activities: | ||
Payment on notes payable | (78,687) | |
Proceeds from sale of stock | 42,753 | |
Proceeds from line of credit | 43,000 | |
Payment on lease | (26,670) | |
Proceeds from note payable | 184,042 | |
Preferred shares issued for acquisition of Public House | 1,093,692 | |
Proceeds from loan payable- related party | 396,197 | 90,000 |
Net Cash Provided by Financing Activities | 1,497,955 | 247,372 |
Net Increase (Decrease) in Cash | (207,395) | (15,055) |
Cash at Beginning of Period | 325,392 | 340,447 |
Cash at End of Period | 117,997 | 325,392 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income Taxes | 7,954 | 18,914 |
Interest expense | 908 | 7,363 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Due to related party |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Description of Business [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Evans Brewing Company Inc. (formerly ALPINE 3 Inc.) (“EBC” or the “Company”) was incorporated under the laws of the State of Delaware on June 18, 2013. Alpine 3 Inc. was set up to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock, or other business combination with a domestic or foreign business. Alpine 3 did not undertake any effort to cause a market to develop in its securities, either debt or equity, before it successfully concluded a business combination. On April 4, 2014, The Michael J. Rapport Trust (the “Trust”) purchased 10,000,000 shares of common stock, which was all of the outstanding shares of Alpine 3, from the founder of Alpine 3, and changed the name to Evans Brewing Company Inc. on May 29, 2014. On October 9, 2014, the Trust agreed to the cancellation of 9,600,000 of the shares of common stock that it had acquired and retained 400,000 shares of common stock. On October 15, 2014, the Company entered into an Asset Purchase and Share Exchange Agreement (the “Agreement”) with Bayhawk Ales, Inc., a Delaware corporation (“Bayhawk”), subject to receiving approval of the independent Bayhawk shareholders who vote on the transaction. On September 17, 2015, the independent Bayhawk shareholders approved the agreement by a vote of 251,212 shares for and 1,600 shares against. As such, Bayhawk sold to EBC, and EBC purchased from Bayhawk, assets of Bayhawk, including but not limited to: (A) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Bayhawk Ales label (as defined in the Agreement and discussed in more detail below); and (B) all assets, including personal property, intellectual property, inventory, contracts, websites, documents, and all other assets however delineated relating to the Evans Brands (as defined in the Agreement and discussed in more detail below) (collectively, the “Transferred Assets”). Bayhawk retained ownership of 100% of the stock in Evans Brewing Co (CA) (“Evans Brewing California”) which has the brewers license at City Brewery in Lacrosse, WI (where the non-craft brands will be brewed, with the balance of the craft brands being brewed in Irvine, California). Based on the affirmative vote by the independent Bayhawk shareholders to approve the Asset Purchase transaction, EBC proceeded with the share exchange and tender offer to the Bayhawk shareholders, pursuant to which EBC offered to exchange shares of EBC common stock for shares of Bayhawk common stock, on a one-for-one basis (the “Exchange Offer”). Bayhawk shareholders had until December 2, 2015, to tender their Bayhawk shares in the share exchange. Bayhawk shareholders also had until December 2, 2015, to rescind the exchange of shares. There also was no minimum number of shares of Bayhawk common stock that must be tendered for the Exchange Offer to close. At the close of the share exchange on December 2, 2015, Premier Stock Transfer accepted on behalf of EBC 4,033,863 Bayhawk shares and issued 4,033,863 shares of EBC common stock upon the terms and subject to the conditions set forth in the Asset Purchase and Share Exchange Agreement by and between EBC and Bayhawk, dated October 15, 2014, as amended (the “Asset Purchase Agreement”). EBC filed a copy of the Asset Purchase Agreement as an annex to a combination registration statement and proxy statement on Form S-4. The Bayhawk shares were validly tendered pursuant to the Exchange Offer and not withdrawn. The asset purchase and share exchange have been treated as business combination as both companies are controlled by the same management. On September 29, 2016, Evans Brewing Company, Inc., closed the acquisition of a restaurant business located in the downtown SOCO District of Fullerton, California, through the acquisition of all the outstanding stock of EBC Public House, Inc., which the Company now operates as its first branded restaurant and taproom under the trade name “The Public House by Evans Brewing Company”. The Public House features the Company’s beers – as well as beers from other selected local Orange County, California breweries, -- food and, potentially, occasional entertainment. In connection with such closing, the Company acquired 100% of the outstanding shares of EBC Public House from Mr. Rapport and issued 1,000,000 shares of the Company’s Series A Preferred Stock to Mr. Rapport. The asset purchase and share exchange have been treated as business combination as both companies are controlled by the same management. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation This summary of accounting policies for EBC is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. Going Concern The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $2,562,037. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company had no cash equivalents as of December 31, 2016, and 2015. Accounts Receivable Accounts receivable are customer obligations due under normal trade terms. EBC performs continuing credit evaluations of customers and allowances are maintained for potential credit losses. EBC determined an allowance for doubtful accounts of $12,791 at December 31, 2016 and $6,950 for December 31, 2015, to be appropriate. Inventories Inventories are valued at the lower of cost or market. EBC regularly reviews its inventories for the presence of obsolete product attributed to age, seasonality, and quality and reduces its cost basis when its review indicates a reduction in utility below the inventory's carrying value. Inventories consisted of the following at December 31, 2015 and 2014: 2016 2015 Restaurant inventory $ 25,097 $ - Raw materials 38,403 43,117 Work in process 46,168 36,861 Finished goods 128,933 92,790 Keg inventory 18,069 22,546 Less: reserve for obsolete inventory (16,500 ) (16,500 ) Total Inventory $ 240,170 $ 178,814 Prepaid Expenses For the year ended December 31, 2016, prepaid expense consists of $10,400 for prepaid state income tax and $167 in prepaid insurance. For the year ended December 31, 2015 the prepaid expense was $11,000 which was for prepaid state income tax as well. Deposits For the year ended December 31, 2016, had deposits of $82,400, consisting of short-term deposits of $10,300 and long-term deposits of $72,100. This is made up of a can deposit of $67,500 for cans all of which is long term, and deposits of $14,900 for the restaurant. One half of the can deposit of $135,000 was returned during the year ended December 31, 2016, leaving a deposit balance of $67,500. The deposits that make up the $14,900 are; $9,200 deposit on the building rent which $4,600 is long term, $5,190 utility deposits, $260 deposit with the city of Fullerton for the patio, and $250 for a software deposit. For the year ended December 31, 2015, EBC had a can deposit of $135,000 with a third-party that cans its product. Liquor License With the acquisition of the Evans Public House Restaurant the Company acquired a liquor license that it paid $50,000 for. The value of the liquor license has increased and if the Company wanted to sell the license it could get more for it than it paid. This is based on the fact that the Company is in the process of acquiring a liquor license for it new restaurant in Huntington Beach that will cost over $65,000. Property and Equipment Property and equipment are stated at cost. Depreciation is computed by using the straight-line method over the estimated useful lives: Building improvements 20 years Leasehold improvements 10 years Brewery equipment 3 - 20 years Furniture and fixtures 5 years Software 3 years Vehicles 5 - 10 years EBC capitalizes significant capital expenditures. Ordinary maintenance and repairs are charged to operations as expenses when incurred. When assets are sold or retired, the costs and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in the income. Total depreciation expense for the years ended December 31, 2016 and 2015, was $90,896 and $46,396, respectively. Impairment of long-lived assets EBC evaluates its long-lived assets by measuring the carrying amount of the asset against the estimated undiscounted future cash flows associated with them. At the time such evaluations indicate that the future undiscounted cash flows of certain long lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. No adjustment to the carrying value of the assets has been made. Accounts Payable Accounts payable consists of unpaid expenses incurred in the normal course of business. Refundable deposits EBC distributes its draft beer in kegs that are owned by the Company. When a draft beer is shipped to the customer, the Company collects a refundable deposit and records a liability. Upon return of the keg, the deposit is refunded to the customer and the liability is reduced. As of December 31, 2016, and 2015, EBC had refundable deposits in the amounts of $107,567 and $107,574, respectively. EBC accounts for the loss, breakage, and deterioration of the kegs by crediting the customer’s deposits. The deposit approximates EBC’s cost of the keg. Any additional cost incurred for the loss, breakage, or deterioration of the kegs is then billed to the customer. Management periodically reviews its refundable deposits for any loss allowance on loss, breakage, or deterioration and has determined that no allowance was necessary as of December 31, 2016, and 2015. Revenue Recognition Revenue from product sales, are recognized when the products are picked up by individual customers or shipped to wholesale customers. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment of product or pickup has occurred, selling price is fixed or determinable and collection is reasonably assured. Product returns are allowed, but are rare according to historical records for past years. EBC continuously monitors and evaluates product returns. There was no allowance for product returns as of December 31, 2016, and 2015. Sales Tax EBC excludes from its sales all sales taxes assessed to its customers. Sales taxes assessed are recorded as accrued liabilities on the balance sheet until remitted to the state agencies. Excise Tax The federal government levies excise taxes on the sale of alcoholic beverages, including beer. For brewers producing fewer than two million barrels of beer per calendar year, the federal excise tax is $7 per barrel on the first 60,000 barrels of beer removed for consumption or sale during the calendar year. The state of California imposes excise taxes on the sale and distribution of beer at a rate of $0.20 per gallon. Excise taxes due to federal and state agencies are not collected from customers. For the years ended December 31, 2016 and 2015, excise taxes amounted to approximately $117,038 and $71,534, respectively, which is treated as a Cost of Goods sold. Uncertain Tax Positions EBC utilizes the asset and liability method of accounting for income taxes in accordance with the provisions of the “Expenses – Income Taxes Topic” of the FASB ASC. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company considers certain tax planning strategies in its assessment as to the recoverability of its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that the tax rate changes. EBC recognizes, in its financial statements, the impact of a tax position, if that position is more likely than not to be sustained on audit, based on technical merits of the position. There are no material unrecognized tax positions in the financial statements. EBC accounts for uncertain tax positions in accordance with FASB ASC 740 (formerly Financial Accounting Standards Boards Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 For federal tax purposes the Company’s 2013 through 2016 tax years remain open for examination by the tax authorities under normal three-year statute of limitations. Generally, for state tax purposes, the Company’s 2012 through 2016 tax years remain open for examination by the tax authorities under a four-year statute of limitations Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. Basic Loss Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The Company has no dilutive debt instruments. New Authoritative Accountin Guidance The FASB issued ASU 2016-09 in March 2016, to provide guidance to entities that issue share-based payment awards to their employees as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification in this Update were identified through outreach for the Simplification Initiative and involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash. The FASB issued ASU 2015-11 in July, 2015, to provide guidance on how an entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The FASB issued ASU 2014-15 on August 27, 2014, providing guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about [the] entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 2015 and 2014: 2016 2015 Brewery machinery and equipment $ 757,438 $ 731,883 Keg asset 311,596 311,596 Restaurant fixtures and equipment 821,745 - Software 4,320 4,320 Vehicles 63,097 59,399 1,958,196 1,107,198 Accumulated depreciation (729,055 ) (638,159 ) Property and equipment, net $ 1,229,141 $ 469,039 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable/ Notes Payable- Related Party/ Notes Payable- Line of Credit [Abstract] | |
NOTE PAYABLE | NOTE 4. NOTE PAYABLE Note payable balance as of December 31, 2016, was $106,531, with $75,198 being the current obligation and $31,333 being the long-term obligation. The balance as of December 31, 2015, was $181,892, with $75,199 being the current obligation and $106,693 being the long-term obligation. The breakdown of the notes is as follows: 2016 2015 Note payable for the acquisition of 4300 kegs with the monthly principal obligation of $6,267 $ 106,531 $ 181,892 |
Notes Payable- Line of Credit
Notes Payable- Line of Credit | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable/ Notes Payable- Related Party/ Notes Payable- Line of Credit [Abstract] | |
NOTES PAYABLE- LINE OF CREDIT | NOTE 5 - NOTES PAYABLE- LINE OF CREDIT During the year ended December 31, 2016, the Company established a line of credit with City National Bank in the amount of $100,000 with a variable interest rate that was 5.25% as of December 31, 2016. During the year ended December 31, 2016, the Company drew down on this line of credit in the amount of $43,000. Subsequent to the year ended December 31, 2016, the line of credit has been increased to $200,000. |
Notes Payable- Related Party
Notes Payable- Related Party | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable/ Notes Payable- Related Party/ Notes Payable- Line of Credit [Abstract] | |
NOTES PAYABLE- RELATED PARTY | NOTE 6 - NOTES PAYABLE- RELATED PARTY On July 21, 2014, Michael J. Rapport, the Chief Executive Officer, sole director, and controlling shareholder of the Company, advanced the Company a $100,000 long term unsecured loan with a 1.5% interest rate per annum, due no later than July 21, 2017. The loan is convertible into common shares of the Company at any time after the second year’s anniversary at a price based upon either: a) The price of its most recent private placement offering, closest to the time of conversion; or b) if the Company’s common stock is then publicly-traded, the bid price of its common stock on the closing day of the conversion. For the period ended December 31, 2016, the Company accrued $1,504 of interest on this note. For the year ended December 31, 2015, the Company accrued $1,500 on this same note. The accrued amount is included in accounts payable and accrued liabilities on the balance sheet. All interest is due no later than July 21, 2017. Michael J. Rapport also advanced the Company $10,000 on April 21, 2014; $8,000 on June 13, 2014; $20,000 on June 2, 2015; $30,000 on July 2, 2015; and $40,000 on August 25, 2015, for a total amount advanced of $108,000. All of these payments are secured by 8% interest bearing notes that are due on April 21, 2015, June 13, 2015, June 2, 2016, July 2, 2016, and August 25, 2016, respectively. As of June 30, 2016, four of the five notes totaling $108,000 were past due. On July 30, 2016, Michael J. Rapport exchanged the 5 notes, 4 of which were past due, for a single note. The 5 notes total $108,000 and are replaced by a single note for $118,603, which includes the original principal of $108,000 plus $10,603 of accrued interest. The new note has a term of one year and will bear interest at per annum rate of 6% instead of the 8% per annum rate on the old notes. For the year ended December 31, 2016, the Company accrued $3,002 of interest for this note. For the year ended December 31, 2015, the Company had an accrued balance of $5,584 interest for the notes due Mr. Rapport. The total accrued interest on this note after the consolidation of the notes is $3,002. In addition to these notes Michael J. Rapport also paid for a new piece of equipment for the brewery on June 15, 2016, in the amount of $17,496. A separate 8% interest bearing note was drawn up for this amount and accrued interest in the amount of $763 has been recorded as of the year ended December 31, 2016. On July 27, 2016, Mr. Rapport’s loaned the Company $250,000. The note is unsecured, has a term of one year and bears interest at the rate of 4% per annum. For the year ended December 31, 2016, the Company accrued $4,301 of interest for this note. On October 1, 2016, Mr. Rapport executed a note in the amount of $400,000 with EBC Public House. The note is unsecured, and has a one year term and bears interest at the rate of 3% per annum. The note is an installment note to provide working capital as needed for EBC Public House. During the year ended December 31, 2016, EBC Public House had 5 different draws against the note for a total of $118,098. The balance of the note as of December 31, 2016, is $118,098. For the year ended December 31, 2016, the Company accrued $709 of interest for the amount drawn on this note. Accrued Interest For the year ended December 31, 2016, the Company accrued interest of $12,450 on the notes due to Mr. Rapport. For the year ended December 31, 2015, the Company accrued interest of $6,175 pertaining to all the notes due to Mr. Rapport. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 - STOCKHOLDERS’ EQUITY Preferred Stock Preferred Stock - Common Stock Common Stock Upon formation of the Company on June 18, 2013, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. In addition, the founding shareholder made a contribution of $3,050 in 2014 to the Company, which are recorded as additional paid-in capital. On April 4 2014, the founding shareholder entered into a Share Purchase Agreement pursuant to which he sold an aggregate of 10,000,000 shares of EBC’s common stock to The Michael J. Rapport Trust (the “Trust”) for a purchase price of $40,000. Pursuant to the Share Purchase Agreement, The Trust became the sole shareholder of EBC, owning 100% of the issued and outstanding shares of EBC’s common stock. On September 22, 2014, the Company cancelled 9,600,000 shares of common stock for no consideration. On September 23, 2014, the Company issued 6,000 shares of common stock to directors of the Company for services valued at $600 ($0.10 per share). On September 23, 2014, the Company issued 30,000 shares of common stock for services to Tech Associates Inc., a company controlled by Richard Chiang, a director of the Company, valued at $3,000 ($0.10 per share) bringing the total shares outstanding to 436,000 shares of common. Based on the completion of the asset purchase agreement and share exchange agreement by and between EBC and Bayhawk, on December 2, 2015, Premier Stock Transfer accepted on behalf of EBC 4,033,863 Bayhawk shares and issued 4,033,863 shares of EBC common stock upon the terms and subject to the conditions set forth in the Asset Purchase and Share Exchange Agreement by and between EBC and Bayhawk, dated October 15, 2014, as amended (the “Asset Purchase Agreement”). EBC filed a copy of the Asset Purchase Agreement as an annex to a combination registration statement and proxy statement on Form S-4. The Bayhawk shares were validly tendered pursuant to the Exchange Offer and not withdrawn. The 4,033,863 shares exchanged per the agreement along with the 436,000 shares that Evans Brewing Company held brings the total outstanding to 4,469,863. Bayhawk had a total of 4,884,624 shares of its common stock outstanding as of December 31, 2014, and as of the closing of the Share Exchange, but 414,761 shares were not tendered in the Share Exchange, so the total shares outstanding shares of EBC common stock at December 31, 2015, was 4,469,863. During the year ended December 31, 2016, the Company added 287,600 shares for cash and services, bringing the total shares outstanding as of December 31, 2016, to 4,757,463. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 8 - EARNINGS PER SHARE Basic net income (loss) per share was computed using the weighted-average number of shares of common stock outstanding during the period. The following summarized the earnings per share: December 31, December 31, Weighted average number of shares 4,637,984 4,469,863 Net income (loss) $ (1,127,727 ) $ (353,923 ) Net income (loss) per share $ (0.24 ) $ (0.08 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9 - INCOME TAXES The provision for income taxes consists of the following for the year ended December 31, 2016 2015 Federal income tax at U.S statutory rate (34%) and (25%) $ (416,608 ) $ (120,334 ) State income tax (104,892 ) 4,311 Add: change in valuation allowance 523,908 102,028 Total current deferred tax asset (liability) $ 2,408 13,995 Deferred income taxes consist of the following for the year ended December 31, 2016 2015 Bad debt provision $ 5,095 $ 4,767 Reserve for obsolete inventory 6,573 3,983 Insurance claim receivable - - Total current deferred tax asset (liability) $ 11,668 $ 8,750 Net operating loss $ (579,174 ) $ (111,725 ) Depreciation - (61 ) (Valuation allowance) 567,506 103,035 Total long-term deferred tax asset (liability) $ (11,668 ) $ (8,750 ) Deferred income taxes are provided for the temporary differences between the carrying values of the Company’s assets and liabilities for financial reporting purposes and their corresponding income tax basis. The temporary differences give rise to either a deferred tax asset or liability in the consolidated financial statements, which is computed by applying current statutory tax rates to taxable and deductible temporary differences based upon the classification (i.e. current or non-current) of the asset or liability in the consolidated financial statements which relates to the particular temporary difference. Deferred taxes related to differences which are not attributable to a specific asset or liability are classified in accordance with the future period in which they are expected to reverse and be recognized for income tax purposes. The long-term deferred tax assets are fully valued as of December 31, 2016. As of December 31, 2016, and 2015, the components of the Company’s deferred tax assets and liabilities primarily consist of temporary differences attributable to differing methods of depreciation, insurance claim receivables, net operating losses, allowances for obsolete inventory, and reserves for bad debt. EBC’s management used 34% and 25% rate to calculate the deferred tax assets and the current tax provision. Because of the startup costs of EBC and the net operating losses earned by Bayhawk during the first few years in operation, the Company has had to pay very little federal income tax. In 2015 the Company paid no federal income tax and will have no tax obligation for 2016 as well. EBC management expects that the Company will not pay any federal income tax in 2017 as well, due to its significant net operating losses. |
Acquisition of Evans Public Hou
Acquisition of Evans Public House | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition of Evans Public House [Abstract] | |
ACQUISITION OF EVANS PUBLIC HOUSE | NOTE 10 - ACQUISITION OF EVANS PUBLIC HOUSE On September 29, 2016, Evans Brewing Company, Inc., closed the acquisition of a restaurant business located in the downtown SOCO District of Fullerton, California, through the acquisition of all the outstanding stock of EBC Public House, Inc., in exchange for 100% of the outstanding shares of EBC Public House from Mr. Rapport and issued 1,000,000 shares of the Company’s Series A Preferred Stock to Mr. Rapport. Mr. Rapport is also the CEO of Evans Brewing Company and so the asset purchase and share exchange have been treated as business combination as both companies are controlled by the same management. When Mr. Rapport originally acquired the restaurant, he incurred goodwill of $165,000. As part of the acquisition, Evans Brewing Company wrote off the goodwill recognizing a loss of $165,000 on Evans Public House books. The note on the Evans Public House books due to Mr. Rapport for money spent in building out the restaurant was forgiven with the offsetting entry going to additional paid in capital in the amount of $1,173,270. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 11 - SEGMENT REPORTING ASC Topic 280, Segment Reporting For the Year Ended 2016 2015 Sales Brewery and Malt liquor operations $ 1,735,512 $ 1,952,301 Evans Public Restaurant 218,916 - Corporate - - $ 1,954,428 $ 1,952,301 Gross Profit Brewery and Malt liquor operations $ 401,359 $ 495,689 Evans Public Restaurant (35,116 ) - Corporate - - $ 366,244 $ 495,689 Income (Loss) from operations Brewery and Malt liquor operations $ (483,423 ) $ (174,284 ) Evans Public Restaurant (234,415 ) - Corporate (214,267 ) (179,854 ) $ (932,106 ) $ (354,138 ) Interest expense Brewery and Malt liquor operations $ 12,892 $ 6,022 Evans Public Restaurant 835 - Corporate 9,525 6,175 $ 23,252 $ 12,197 Other income (expense) Brewery and Malt liquor operations $ (4,961 ) $ 26,407 Evans Public Restaurant (165,000 ) - Corporate - - $ (169,961 ) $ 26,407 Net income (loss) Brewery and Malt liquor operations $ (502,784 ) $ (167,894 ) Evans Public Restaurant (401,150 ) - Corporate (223,792 ) (186,029 ) $ (1,127,727 ) $ (353,923 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 - COMMITMENTS AND CONTINGENCIES Operating Leases The Company operates out of three buildings in Irvine, California, and Santa Ana, California, under non-cancelable leases expiring between July 31, 2017, and January 31, 2019. Total lease expense paid during the year ended December 31, 2016 and the year ended December 31, 20145, was $83,161 and $83,161, respectively. Minimum future lease payments are as follows: 2017 83,161 2018 33,889 2019 2,824 $ 119,874 Notes payable commitment: The Company purchased 4300 kegs that it had previously leased on a note payable with City National Bank. Minimum future payments for keg assets note are as follows: 2017 75,198 2018 31,333 $ 106,531 The Company purchased a truck for the business that was financed through an auto loan with Ford Motors financing. Minimum future payments for the auto loan are as follows: 2017 4,672 2018 2,092 $ 6,764 Litigation The Company may be subject to legal proceedings and claims which arise in the ordinary course of business. In the opinion of management, the ultimate outcome of the claims and litigation, if any, will not have a material adverse effect on the Company’s financial position. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 13 - CONCENTRATIONS Cash The Company maintains cash balances at financial institutions insured by the Federal Deposit Insurance Corporation (FDIC). The FDIC insures cash balances up to $250,000 per institution. As of December 31, 2016, the Company had no bank account that exceeded the insured amount. The Company normally has no problem with uninsured balances as its deposits are separated across financial institutions. Accounts Receivable At December 31, 2016, three customers accounted for approximately 44%, 28%, and 9%, respectively, of the Company’s accounts receivable. At December 31, 2015, three customers accounted for approximately 54%, 16%, and 12%, respectively, of the Company's accounts receivable. Accounts Payable At December 31, 2016, five vendors accounted for approximately 32%, 12%, 7%, 6% and 3%, respectively, of the Company’s accounts payable. At December 31, 2015, three vendors accounted for approximately 57%, 9% and 6%, respectively, of the Company's accounts payable. For the year ended December 31, 2016, two vendors accounted for approximately 44% and 8% of total purchases. For the year ended December 31, 2015, two vendors accounted for approximately 69% and 13% of total purchases. Sales For the year ended December 31, 2016, three customers accounted for approximately 35%, 20%, and 13%, respectively, of the Company’s sales. For year ended December 31, 2015, three customers accounted for approximately 34%, 25%, and 16%, respectively, of the Company's sales. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Subsequent events have been evaluated through March 31, 2017, which is the date the financial statements were available to be issued. 1. Subsequent to the year ended December 31, 2016, the Company issued 26,830 shares of common stock for exchange of Bayhawk shares. These shares were sent in by shareholders prior to December 2, 2015, which was the closing date for shares to be exchanged. However, these shares were lost by the former transfer agent and the exchange was not effected. These shares have subsequent been found and the exchange has been made. 2. Subsequent to the year ended December 31, 2016, Kevin Hammons was appointed to the board of directors. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation This summary of accounting policies for EBC is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied in the preparation of the financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for allowances for bad debts, collectability of accounts receivable, amounts due to service providers, depreciation and litigation contingencies, among others. |
Going Concern | Going Concern The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $2,562,037. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company had no cash equivalents as of December 31, 2016, and 2015. |
Accounts Receivable | Accounts Receivable Accounts receivable are customer obligations due under normal trade terms. EBC performs continuing credit evaluations of customers and allowances are maintained for potential credit losses. EBC determined an allowance for doubtful accounts of $12,791 at December 31, 2016 and $6,950 for December 31, 2015, to be appropriate. |
Inventories | Inventories Inventories are valued at the lower of cost or market. EBC regularly reviews its inventories for the presence of obsolete product attributed to age, seasonality, and quality and reduces its cost basis when its review indicates a reduction in utility below the inventory's carrying value. Inventories consisted of the following at December 31, 2015 and 2014: 2016 2015 Restaurant inventory $ 25,097 $ - Raw materials 38,403 43,117 Work in process 46,168 36,861 Finished goods 128,933 92,790 Keg inventory 18,069 22,546 Less: reserve for obsolete inventory (16,500 ) (16,500 ) Total Inventory $ 240,170 $ 178,814 |
Prepaid Expenses | Prepaid Expenses For the year ended December 31, 2016, prepaid expense consists of $10,400 for prepaid state income tax and $167 in prepaid insurance. For the year ended December 31, 2015 the prepaid expense was $11,000 which was for prepaid state income tax as well. |
Deposits | Deposits For the year ended December 31, 2016, had deposits of $82,400, consisting of short-term deposits of $10,300 and long-term deposits of $72,100. This is made up of a can deposit of $67,500 for cans all of which is long term, and deposits of $14,900 for the restaurant. One half of the can deposit of $135,000 was returned during the year ended December 31, 2016, leaving a deposit balance of $67,500. The deposits that make up the $14,900 are; $9,200 deposit on the building rent which $4,600 is long term, $5,190 utility deposits, $260 deposit with the city of Fullerton for the patio, and $250 for a software deposit. For the year ended December 31, 2015, EBC had a can deposit of $135,000 with a third-party that cans its product. |
Liquor License | Liquor License With the acquisition of the Evans Public House Restaurant the Company acquired a liquor license that it paid $50,000 for. The value of the liquor license has increased and if the Company wanted to sell the license it could get more for it than it paid. This is based on the fact that the Company is in the process of acquiring a liquor license for it new restaurant in Huntington Beach that will cost over $65,000. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is computed by using the straight-line method over the estimated useful lives: Building improvements 20 years Leasehold improvements 10 years Brewery equipment 3 - 20 years Furniture and fixtures 5 years Software 3 years Vehicles 5 - 10 years EBC capitalizes significant capital expenditures. Ordinary maintenance and repairs are charged to operations as expenses when incurred. When assets are sold or retired, the costs and related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in the income. Total depreciation expense for the years ended December 31, 2016 and 2015, was $90,896 and $46,396, respectively. |
Impairment of long-lived assets | Impairment of long-lived assets EBC evaluates its long-lived assets by measuring the carrying amount of the asset against the estimated undiscounted future cash flows associated with them. At the time such evaluations indicate that the future undiscounted cash flows of certain long lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values. No adjustment to the carrying value of the assets has been made. |
Accounts Payable | Accounts Payable Accounts payable consists of unpaid expenses incurred in the normal course of business. |
Refundable deposits | Refundable deposits EBC distributes its draft beer in kegs that are owned by the Company. When a draft beer is shipped to the customer, the Company collects a refundable deposit and records a liability. Upon return of the keg, the deposit is refunded to the customer and the liability is reduced. As of December 31, 2016, and 2015, EBC had refundable deposits in the amounts of $107,567 and $107,574, respectively. EBC accounts for the loss, breakage, and deterioration of the kegs by crediting the customer’s deposits. The deposit approximates EBC’s cost of the keg. Any additional cost incurred for the loss, breakage, or deterioration of the kegs is then billed to the customer. Management periodically reviews its refundable deposits for any loss allowance on loss, breakage, or deterioration and has determined that no allowance was necessary as of December 31, 2016, and 2015. |
Revenue Recognition | Revenue Recognition Revenue from product sales, are recognized when the products are picked up by individual customers or shipped to wholesale customers. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment of product or pickup has occurred, selling price is fixed or determinable and collection is reasonably assured. Product returns are allowed, but are rare according to historical records for past years. EBC continuously monitors and evaluates product returns. There was no allowance for product returns as of December 31, 2016, and 2015. |
Sales Tax | Sales Tax EBC excludes from its sales all sales taxes assessed to its customers. Sales taxes assessed are recorded as accrued liabilities on the balance sheet until remitted to the state agencies. |
Excise Tax | Excise Tax The federal government levies excise taxes on the sale of alcoholic beverages, including beer. For brewers producing fewer than two million barrels of beer per calendar year, the federal excise tax is $7 per barrel on the first 60,000 barrels of beer removed for consumption or sale during the calendar year. The state of California imposes excise taxes on the sale and distribution of beer at a rate of $0.20 per gallon. Excise taxes due to federal and state agencies are not collected from customers. For the years ended December 31, 2016 and 2015, excise taxes amounted to approximately $117,038 and $71,534, respectively, which is treated as a Cost of Goods sold. |
Uncertain Tax Positions | Uncertain Tax Positions EBC utilizes the asset and liability method of accounting for income taxes in accordance with the provisions of the “Expenses – Income Taxes Topic” of the FASB ASC. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company considers certain tax planning strategies in its assessment as to the recoverability of its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that the tax rate changes. EBC recognizes, in its financial statements, the impact of a tax position, if that position is more likely than not to be sustained on audit, based on technical merits of the position. There are no material unrecognized tax positions in the financial statements. EBC accounts for uncertain tax positions in accordance with FASB ASC 740 (formerly Financial Accounting Standards Boards Interpretation No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 For federal tax purposes the Company’s 2013 through 2016 tax years remain open for examination by the tax authorities under normal three-year statute of limitations. Generally, for state tax purposes, the Company’s 2012 through 2016 tax years remain open for examination by the tax authorities under a four-year statute of limitations |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, account payable, accrued expenses, notes payables, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities; The Company values it’s available for sale securities using Level 1. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. |
Basic Loss Per Share | Basic Loss Per Share Basic income (loss) per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The Company has no dilutive debt instruments. |
New Authoritative Accounting Guidance | New Authoritative Accountin Guidance The FASB issued ASU 2016-09 in March 2016, to provide guidance to entities that issue share-based payment awards to their employees as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification in this Update were identified through outreach for the Simplification Initiative and involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash. The FASB issued ASU 2015-11 in July, 2015, to provide guidance on how an entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in this Update more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The FASB issued ASU 2014-15 on August 27, 2014, providing guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about [the] entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of inventory | 2016 2015 Restaurant inventory $ 25,097 $ - Raw materials 38,403 43,117 Work in process 46,168 36,861 Finished goods 128,933 92,790 Keg inventory 18,069 22,546 Less: reserve for obsolete inventory (16,500 ) (16,500 ) Total Inventory $ 240,170 $ 178,814 |
Schedule of property and equipment | Building improvements 20 years Leasehold improvements 10 years Brewery equipment 3 - 20 years Furniture and fixtures 5 years Software 3 years Vehicles 5 - 10 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Summary of property and equipment | 2016 2015 Brewery machinery and equipment $ 757,438 $ 731,883 Keg asset 311,596 311,596 Restaurant fixtures and equipment 821,745 - Software 4,320 4,320 Vehicles 63,097 59,399 1,958,196 1,107,198 Accumulated depreciation (729,055 ) (638,159 ) Property and equipment, net $ 1,229,141 $ 469,039 |
Note Payable (Tables)
Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Note Payable/ Notes Payable- Related Party/ Notes Payable- Line of Credit [Abstract] | |
Schedule of note payable | 2016 2015 Note payable for the acquisition of 4300 kegs with the monthly principal obligation of $6,267 $ 106,531 $ 181,892 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of earnings per share | December 31, December 31, Weighted average number of shares 4,637,984 4,469,863 Net income (loss) $ (1,127,727 ) $ (353,923 ) Net income (loss) per share $ (0.24 ) $ (0.08 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of provision for income taxes | 2016 2015 Federal income tax at U.S statutory rate (34%) and (25%) $ (416,608 ) $ (120,334 ) State income tax (104,892 ) 4,311 Add: change in valuation allowance 523,908 102,028 Total current deferred tax asset (liability) $ 2,408 13,995 |
Schedule of deferred income taxes | 2016 2015 Bad debt provision $ 5,095 $ 4,767 Reserve for obsolete inventory 6,573 3,983 Insurance claim receivable - - Total current deferred tax asset (liability) $ 11,668 $ 8,750 Net operating loss $ (579,174 ) $ (111,725 ) Depreciation - (61 ) (Valuation allowance) 567,506 103,035 Total long-term deferred tax asset (liability) $ (11,668 ) $ (8,750 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | For the Year Ended 2016 2015 Sales Brewery and Malt liquor operations $ 1,735,512 $ 1,952,301 Evans Public Restaurant 218,916 - Corporate - - $ 1,954,428 $ 1,952,301 Gross Profit Brewery and Malt liquor operations $ 401,359 $ 495,689 Evans Public Restaurant (35,116 ) - Corporate - - $ 366,244 $ 495,689 Income (Loss) from operations Brewery and Malt liquor operations $ (483,423 ) $ (174,284 ) Evans Public Restaurant (234,415 ) - Corporate (214,267 ) (179,854 ) $ (932,106 ) $ (354,138 ) Interest expense Brewery and Malt liquor operations $ 12,892 $ 6,022 Evans Public Restaurant 835 - Corporate 9,525 6,175 $ 23,252 $ 12,197 Other income (expense) Brewery and Malt liquor operations $ (4,961 ) $ 26,407 Evans Public Restaurant (165,000 ) - Corporate - - $ (169,961 ) $ 26,407 Net income (loss) Brewery and Malt liquor operations $ (502,784 ) $ (167,894 ) Evans Public Restaurant (401,150 ) - Corporate (223,792 ) (186,029 ) $ (1,127,727 ) $ (353,923 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Short-term Debt [Line Items] | |
Schedule of minimum future lease payments | 2017 83,161 2018 33,889 2019 2,824 $ 119,874 |
City National Bank [Member] | |
Short-term Debt [Line Items] | |
Schedule of minimum future lease payments for capital leases | 2017 75,198 2018 31,333 $ 106,531 |
Ford Motors Financing [Member] | |
Short-term Debt [Line Items] | |
Schedule of minimum future lease payments for capital leases | 2017 4,672 2018 2,092 $ 6,764 |
Organization and Description 29
Organization and Description of Business (Details) - shares | Dec. 02, 2015 | Oct. 09, 2014 | Sep. 22, 2014 | Apr. 04, 2014 | Sep. 17, 2015 | Dec. 31, 2016 |
Organization and Description of Business (Textual) | ||||||
Cancellation of common stock | 9,600,000 | 9,600,000 | ||||
Ownership percentage of EBC's common stock | 100.00% | |||||
Retained shares of common stock | 400,000 | |||||
Common stock shares, description | The independent Bayhawk shareholders approved the agreement by a vote of 251,212 shares for and 1,600 shares against. As such, Bayhawk sold to EBC, and EBC purchased from Bayhawk, assets of Bayhawk. | |||||
Common Stock [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Shares issued | 50,000 | |||||
Michael J. Rapport Trust [Member] | Common Stock [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Shares issued | 10,000,000 | |||||
Michael J. Rapport Trust [Member] | Series A Preferred Stock [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Shares issued | 1,000,000 | |||||
Bayhawk [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Business acquisition of shares issuance | 4,033,863 | |||||
Bayhawk [Member] | Asset Purchase Agreement [Member] | ||||||
Organization and Description of Business (Textual) | ||||||
Business acquisition of shares issuance | 4,033,863 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory, Net [Abstract] | ||
Restaurant inventory | $ 25,097 | |
Raw materials | 38,403 | 43,117 |
Work in process | 46,168 | 36,861 |
Finished goods | 128,933 | 92,790 |
Keg inventory | 18,069 | 22,546 |
Less: reserve for obsolete inventory | (16,500) | (16,500) |
Total Inventory | $ 240,170 | $ 178,814 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 1) | 12 Months Ended |
Dec. 31, 2016 | |
Building improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 20 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 10 years |
Brewery equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 20 years |
Brewery equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 10 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment useful lives | 5 years |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||
Cash equivalents | ||
Allowance for doubtful account receivable | 12,791 | 6,950 |
Can deposit with third party | 72,100 | 135,000 |
Depreciation expense | 90,896 | 46,396 |
Refundable deposits | 107,567 | 107,574 |
Excise taxes | $ 117,038 | 71,534 |
Excise tax, description | The federal government levies excise taxes on the sale of alcoholic beverages, including beer. For brewers producing fewer than two million barrels of beer per calendar year, the federal excise tax is $7 per barrel on the first 60,000 barrels of beer removed for consumption or sale during the calendar year. The state of California imposes excise taxes on the sale and distribution of beer at a rate of $0.20 per gallon. | |
Reducing amount of original deposit | $ 135,000 | |
Deposits | 82,400 | |
Accumulated deficit | (2,562,037) | (1,434,311) |
Prepaid expense | 10,400 | $ 11,000 |
Prepaid insurance | 167 | |
Short term deposits | 10,300 | |
Long term deposits | 72,100 | |
Liquor license | 50,000 | |
Huntington Beach [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Liquor license | 65,000,000 | |
Cans [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Can deposit with third party | 67,500 | |
Deposits | 67,500 | |
Restaurant [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Deposits | 14,900 | |
Software Deposit [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Deposits | 250 | |
City of Fullerton, Patio [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Deposits | 260 | |
Building rent [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Deposits | 9,200 | |
Long term deposits | 4,600 | |
Utility Deposits [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Deposits | $ 5,190 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,958,196 | $ 1,107,198 |
Accumulated depreciation | (729,055) | (638,159) |
Property and equipment, net | 1,229,141 | 469,039 |
Brewery machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 757,438 | 731,838 |
Keg asset [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 311,596 | 311,596 |
Restaurant fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 821,745 | |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,320 | 4,320 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 63,097 | $ 59,399 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Note Payable (Textual) | ||
Note payable for the acquisition of 4300 kegs with the monthly principal obligation of $6,267 | $ 43,000 | |
Notes Payable [Member] | ||
Note Payable (Textual) | ||
Note payable for the acquisition of 4300 kegs with the monthly principal obligation of $6,267 | $ 106,531 | $ 181,892 |
Note Payable (Details Textual)
Note Payable (Details Textual) | 12 Months Ended | |
Dec. 31, 2016USD ($)bbl | Dec. 31, 2015USD ($) | |
Note Payable (Textual) | ||
Note payable | $ 43,000 | |
Note payable current amount due | 75,198 | 75,199 |
Note payable long-term obligation | 31,333 | 106,693 |
Notes Payable [Member] | ||
Note Payable (Textual) | ||
Note payable | 106,531 | 181,892 |
Note payable current amount due | 75,198 | 75,199 |
Note payable long-term obligation | 31,333 | $ 106,693 |
Monthly principal obligation | $ 6,267 | |
Number of kegs | bbl | 4,300 |
Notes Payable- Line of Credit (
Notes Payable- Line of Credit (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Notes Payable Line of Credit (Textual) | |
Line of credit drew down | $ 43,000 |
Line of credit increased | 200,000 |
City National Bank [Member] | |
Notes Payable Line of Credit (Textual) | |
Line of credit | $ 100,000 |
Variable interest rate | 5.25% |
Notes Payable- Related Party (D
Notes Payable- Related Party (Details) - USD ($) | Oct. 01, 2016 | Jul. 02, 2015 | Jun. 02, 2015 | Jul. 21, 2014 | Jun. 13, 2014 | Jul. 30, 2016 | Jul. 27, 2016 | Aug. 25, 2015 | Apr. 21, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 15, 2016 |
Notes Payable- Related Party (Textual) | ||||||||||||
Total interest accrued | $ 3,002 | |||||||||||
Brewery equipment | 1,229,141 | $ 469,039 | ||||||||||
Convertible note 2 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Accrued interest | 3,002 | 5,584 | ||||||||||
Convertible note 3 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Accrued interest | 12,450 | |||||||||||
Convertible note 4 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Notes payable - related parties | 108,000 | |||||||||||
Convertible note 5 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Notes payable - related parties | $ 108,000 | |||||||||||
Michael J. Rapport [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Long term unsecured loan | $ 250,000 | |||||||||||
Interest rate | 8.00% | 4.00% | 8.00% | |||||||||
Debt conversion, description | The 5 notes total $108,000 and are replaced by a single note for $118,603, which includes the original principal of $108,000 plus $10,603 of accrued interest. The new note has a term of one year and will bear interest at per annum rate of 6% instead of the 8% per annum rate on the old notes. | |||||||||||
Accrued interest | $ 10,603 | $ 4,301 | ||||||||||
Notes payable - related parties | $ 118,603 | |||||||||||
Total interest accrued | $ 763 | |||||||||||
Debt instrument term | 1 year | 1 year | 1 year | |||||||||
Brewery equipment | $ 17,496 | |||||||||||
Michael J. Rapport [Member] | Convertible debt [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Long term unsecured loan | $ 100,000 | |||||||||||
Interest rate | 1.50% | |||||||||||
Debt conversion, description | The loan is convertible into common shares of the Company at any time after the second year’s anniversary at a price based upon either: a) The price of its most recent private placement offering, closest to the time of conversion; or b) if the Company’s common stock is then publicly-traded, the bid price of its common stock on the closing day of the conversion. | |||||||||||
Total interest accrued | $ 1,504 | 1,500 | ||||||||||
Michael J. Rapport [Member] | Convertible note 2 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||
Maturity date | Jul. 2, 2016 | Jun. 2, 2016 | Jun. 13, 2015 | Aug. 25, 2016 | Apr. 21, 2015 | |||||||
Notes payable - related parties | $ 30,000 | $ 20,000 | $ 8,000 | $ 40,000 | $ 10,000 | $ 108,000 | ||||||
Michael J. Rapport [Member] | Convertible note 3 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Accrued interest | $ 6,175 | |||||||||||
Michael J. Rapport [Member] | Convertible note 5 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Interest rate | 6.00% | |||||||||||
Original principle amount | $ 108,000 | |||||||||||
EBC Public House [Member] | Convertible note 6 [Member] | ||||||||||||
Notes Payable- Related Party (Textual) | ||||||||||||
Long term unsecured loan | $ 400,000 | |||||||||||
Interest rate | 3.00% | |||||||||||
Notes payable - related parties | 118,098 | |||||||||||
Total interest accrued | $ 709 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Dec. 02, 2015 | Oct. 09, 2014 | Sep. 23, 2014 | Sep. 22, 2014 | Apr. 04, 2014 | Jun. 18, 2013 | Sep. 29, 2016 | Sep. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity (Textual) | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Series A Preferred Stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, shares issued | 1,000,000 | 0 | |||||||||
Preferred stock, shares outstanding | 1,000,000 | 0 | |||||||||
Common Stock, shares authorized | 100,000,000 | 100,000,000 | |||||||||
Common Stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock, shares issued | 4,757,463 | 4,469,863 | |||||||||
Common Stock, shares outstanding | 4,757,463 | 4,469,863 | |||||||||
Stock issued for services, value | $ 190,650 | ||||||||||
Shareholder contribution | $ 3,050 | ||||||||||
Issuance of common stock | $ 43,753 | ||||||||||
Ownership percentage | 100.00% | ||||||||||
Cancellation of common stock | 9,600,000 | 9,600,000 | |||||||||
Number of shares not available for exchange | 414,761 | ||||||||||
Additional shares of cash and service | 287,600 | ||||||||||
Bayhawk [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Shares outstanding | 4,884,624 | ||||||||||
Business acquisition of shares issuance | 4,033,863 | ||||||||||
EBC [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Business acquisition of shares issuance | 4,033,863 | ||||||||||
Tech Associates Inc., [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Common Stock, shares outstanding | 436,000 | ||||||||||
Stock issued for services, shares | 30,000 | ||||||||||
Stock issued for services, value | $ 3,000 | ||||||||||
Common stock price per share | $ 0.10 | ||||||||||
Shares outstanding | 436,000 | ||||||||||
Share Exchange Agreement [Member] | EBC [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Business acquisition of shares issuance | 4,033,863 | ||||||||||
Board of Directors [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Stock issued for services, shares | 10,000,000 | ||||||||||
Stock issued for services, value | $ 1,000 | ||||||||||
Directors [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Stock issued for services, shares | 6,000 | ||||||||||
Stock issued for services, value | $ 600 | ||||||||||
Common stock price per share | $ 0.10 | ||||||||||
Michael J. Rapport [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Preferred stock, shares issued | 1,000,000 | ||||||||||
Exchange for outstanding shares percentage | 100.00% | ||||||||||
Michael J. Rapport [Member] | Share Purchase Agreement [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Issuance of common stock | $ 40,000 | ||||||||||
Issuance of common stock, shares | 10,000,000 | ||||||||||
Ownership percentage | 100.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Weighted average number of shares | 4,637,984 | 4,469,863 |
Net income (loss) | $ (1,127,727) | $ (353,923) |
Net income (loss) per share | $ (0.24) | $ (0.08) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of income tax expense benefit [Abstract] | ||
Federal income tax at U.S statutory rate (34%) and (25%) | $ (416,608) | $ (120,334) |
State income tax | (104,892) | 4,311 |
Add: change in valuation allowance | 523,908 | 102,028 |
Total current deferred tax asset (liability) | $ 2,408 | $ 13,995 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets, current portion | ||
Bad debt provision | $ 5,095 | $ 4,767 |
Reserve for obsolete inventory | 6,573 | 3,983 |
Insurance claim receivable | ||
Total current deferred tax asset (liability) | 11,668 | 8,750 |
Deferred tax assets, non-current portion | ||
Net operating loss | (579,174) | (111,725) |
Depreciation | (61) | |
(Valuation allowance) | 567,506 | 103,035 |
Total long-term deferred tax asset (liability) | $ (11,668) | $ (8,750) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes (Textual) | ||
Deferred tax assets and current tax provision | EBC's management used 34% and 25% rate to calculate the deferred tax assets and the current tax provision. | |
Percentage of federal income tax at U.S statutory rate | 34.00% | 25.00% |
Acquisition of Evans Public H43
Acquisition of Evans Public House (Details) - USD ($) | 1 Months Ended | ||
Sep. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Acquisition of Evans Public House (Textual) | |||
Series A Preferred Stock, shares issued | 1,000,000 | 0 | |
Additional paid in capital | $ 3,412,311 | $ 2,084,345 | |
Mr. Rapport [Member] | |||
Acquisition of Evans Public House (Textual) | |||
Acquisition percentage | 100.00% | ||
Series A Preferred Stock, shares issued | 1,000,000 | ||
Goodwill | $ 165,000 | ||
Goodwill recognizing a loss | 165,000 | ||
Additional paid in capital | $ 1,173,270 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting (Textual) | ||
Sales | $ 1,954,428 | $ 1,952,301 |
Gross Profit | 366,244 | 495,689 |
Income (Loss) from operations | (932,106) | (354,138) |
Interest expense | 23,252 | 12,197 |
Other income (expense) | 22,411 | |
Net income (loss) | (1,127,727) | (353,923) |
Corporate [Member] | ||
Segment Reporting (Textual) | ||
Sales | ||
Gross Profit | ||
Income (Loss) from operations | (214,267) | (179,854) |
Interest expense | 9,525 | 6,175 |
Other income (expense) | ||
Net income (loss) | (223,792) | (186,029) |
Brewery and Malt liquor operations [Member] | ||
Segment Reporting (Textual) | ||
Sales | 1,735,512 | 1,952,301 |
Gross Profit | 401,359 | 495,689 |
Income (Loss) from operations | (483,423) | (174,284) |
Interest expense | 12,892 | 6,022 |
Other income (expense) | (4,961) | 26,407 |
Net income (loss) | (502,784) | (167,894) |
Evans Public Restaurant [Member] | ||
Segment Reporting (Textual) | ||
Sales | 218,916 | |
Gross Profit | (35,116) | |
Income (Loss) from operations | (234,415) | |
Interest expense | 835 | |
Other income (expense) | (165,000) | |
Net income (loss) | $ (401,150) |
Commitments and Contingencies45
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Abstract] | |
2,017 | $ 83,161 |
2,018 | 33,889 |
2,019 | 2,824 |
Total | $ 119,874 |
Commitments and Contingencies46
Commitments and Contingencies (Details 1) | Dec. 31, 2016USD ($) |
Ford Motors Financing [Member] | |
Short-term Debt [Line Items] | |
2,017 | $ 4,672 |
2,018 | 2,092 |
Total | 6,764 |
City National Bank [Member] | |
Short-term Debt [Line Items] | |
2,017 | 75,198 |
2,018 | 31,333 |
Total | $ 106,531 |
Commitments and Contingencies47
Commitments and Contingencies (Details Textual) | 12 Months Ended | |
Dec. 31, 2016USD ($)bbl | Dec. 31, 2015USD ($) | |
Commitments and Contingencies (Textual) | ||
Leases expiring, description | Leases expiring between July 31, 2017, and January 31, 2019. | |
Total lease expense | $ | $ 83,161 | $ 83,161 |
City National Bank [Member] | ||
Commitments and Contingencies (Textual) | ||
Number of kegs | bbl | 4,300 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2016USD ($)CustomerVendor | Dec. 31, 2015CustomerVendor | |
Concentrations (Textual) | ||
Amount ot FDIC insures | $ | $ 250,000 | |
Purchases [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 2 | 2 |
Purchases [Member] | Vendor I [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 2 | 2 |
Concentration risk, percentage | 44.00% | 69.00% |
Purchases [Member] | Vendor II [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 2 | 2 |
Concentration risk, percentage | 8.00% | 13.00% |
Accounts receivable [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Accounts receivable [Member] | Customer I [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Concentration risk, percentage | 44.00% | 54.00% |
Accounts receivable [Member] | Customer II [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Concentration risk, percentage | 28.00% | 16.00% |
Accounts receivable [Member] | Customer III [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Concentration risk, percentage | 9.00% | 12.00% |
Accounts payable [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 5 | 3 |
Accounts payable [Member] | Vendor I [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 5 | 3 |
Concentration risk, percentage | 32.00% | 57.00% |
Accounts payable [Member] | Vendor II [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 5 | 3 |
Concentration risk, percentage | 12.00% | 9.00% |
Accounts payable [Member] | Vendor III [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 5 | 3 |
Concentration risk, percentage | 7.00% | 6.00% |
Accounts payable [Member] | Vendor IV [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 5 | |
Concentration risk, percentage | 6.00% | |
Accounts payable [Member] | Vendor V [Member] | ||
Concentrations (Textual) | ||
Number of vendors | 5 | |
Concentration risk, percentage | 3.00% | |
Sales [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Sales [Member] | Customer I [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Concentration risk, percentage | 35.00% | 34.00% |
Sales [Member] | Customer II [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Concentration risk, percentage | 20.00% | 25.00% |
Sales [Member] | Customer III [Member] | ||
Concentrations (Textual) | ||
Number of customers | Customer | 3 | 3 |
Concentration risk, percentage | 13.00% | 16.00% |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Events (Textual) | |||
Common stock, shares issued | 4,757,463 | 4,469,863 | |
Bayhawk Shares [Member] | Subsequent Event [Member] | |||
Subsequent Events (Textual) | |||
Common stock, shares issued | 26,830 |