Eastside Distilling, Inc. - Quarter Report: 2014 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

or

Commission file # 333-177918

EUROCAN HOLDINGS LTD.

(Exact Name of Registrant as Specified in its Charter)

Registrant's telephone number: (212) 419-4924

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

As of August 4, 2014 the registrant had 32,910,000 shares of its Common Stock outstanding.

Part I – Financial Information

Eurocan Holdings Ltd.

Consolidated Balance Sheets

(Expressed in US dollars)

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

Eurocan Holdings Ltd.

Consolidated Statements of Operations

(Expressed in US dollars)

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

Eurocan Holdings Ltd.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

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

Eurocan Holdings Ltd.

Notes to Consolidated Financial Statements

June 30, 2014

(Expressed in U.S. dollars)

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

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has incurred losses of $380,633 and negative working capital of $130,651. In addition, the Company generated negative cash flows from operations during the year ended December 31, 2013. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

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

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

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

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

During the six months ended June 30, 2014 the Company received advances totaling $211,080 and issued eleven promissory notes to non-related parties. These notes are non-interest bearing, unsecured and due on demand. As at June 30, 2014, the entire principal amount of the note remains outstanding.

Eurocan Holdings Ltd.

Notes to Consolidated Financial Statements

June 30, 2014

(Expressed in U.S. dollars)

During the six months ended June 30, 2013 a director of the Company received $11,200 as compensation for management services provided to the Company.

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

Item 2. Management's Discussion and Analysis or Plan of Operations

The following discussion and analysis of our plan of operation should be read in conjunction with the financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

Our Plan of Operation

We are an online marketing and media solutions firm specializing in digital interactive media. We utilize state-of-the-art digital interactive media technology to efficiently develop quantifiable and comprehensive advertising and marketing campaigns. By utilizing digital interactive media such as the internet, mobile communications, and digital interactive signage, our management believes that we can implement highly targeted campaigns to a local and global market quickly and cost effectively.

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

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

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

Results of Operations

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

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

Revenue for the three months ended June 30, 2014 decreased to $7,139 from $16,023 for the three months ended June 30, 2013. The decrease in revenue can be directly attributed to a decrease in contracts completed. During the three month period ended June 30, 2014, we completed one contract resulting in revenue of $7,139. As of June 30, 2014, we have one contract in process for which we expect to receive $16,669.98 in revenue. We have no new contracts that commenced after June 30, 2014. The decrease in cost of sales was due to reduced labor requirements.

Operating expenses for the three months ended June 30, 2014 decreased to $18,049 compared to $30,416 for the three months ended June 30, 2013. This decrease is primarily due to a decrease in professional fees and general and administrative expenses, offset against increases in professional fees and wages/payroll taxes. The decrease in professional fees during the period was due to legal and accounting fees payable in relation to our initial public offering last year. The decrease in general and administrative expense was a result of a decrease in utilities, travel, entertainment and office expenses.

We experienced a net loss of $10,910 during the three months ended June 30, 2014, as compared to a net loss of $18,827 for the three months ended June 30, 2013.

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

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

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

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

Liquidity and Capital Resources

As of June 30, 2014, our total assets were $167,832 comprised of $17,478 in cash, a note receivable for $150,000 and $354 in other receivables. This is an increase in total assets from $618 as of December 31, 2013. Our working capital deficit as of June 30, 2014 was $130,651, compared to a working capital deficit of $77,315 as of December 31, 2013.

During the six months ended June 30, 2014, we used $52,076 of cash for operating activities compared to $45,180 for the six months ended June 30, 2013.

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

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

On June 17, 2014, the Company loaned the sum of $150,000 to Eastside Distilling LLC, an Oregon corporation. The loan accrues interest daily at the rate of 5% per annum (computed on the basis of the actual number of days elapsed and a year of 360 days and compounded monthly) from June 13, 2014. The loan matures on June 13, 2015, but it may be prepaid in whole or in part at any time prior to the maturity date. The terms of the loan are more particularly set forth in a promissory note, dated June 13, 2014, a copy of which is filed as Exhibit 10.1 to this Quarterly Report (the “Eastside Note”). The description of the loan set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the Eastside Note.

Critical Accounting Policies

Revenue Recognition

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

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

Off-Balance Sheet Arrangements

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

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

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

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

Changes in Disclosure Controls and Procedures

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

Part II – Other Information

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The registrant did not sell any securities during the three month period ended June 30, 2014.

Item 3. Default Upon Senior Notes

Not applicable.

Item 5. Other Information

(a) Other Events

Entry Into Material Definitive Agreements

On June 15, 2014, the Company issued a promissory note to Crystal Falls LLC to secure a loan to the Company of $150,000 (the “Crystal Note”). The Crystal Note does not accrue interest and is due and payable on demand. There was no material relationship between Crystal Falls LLC and the Company or any of their respective members, managers, directors or officers or any associate of any such members, managers, directors or officers prior to execution of the note. The description of the note set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the note, which is filed as Exhibit 10.2 to this Quarterly Report.

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

Item 6. Exhibits

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.