10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Amendment No. 1) 

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended June 30, 2015

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-193725

AMERICAN BREWING COMPANY, INC.

 (Exact Name of Small Business Issuer as specified in its charter)

Washington	27-2432263
(State or other jurisdiction incorporation or organization)	(IRS Employer File Number)
180 West Dayton Street
Warehouse 102
Edmonds, WA	98020
(Address of principal executive offices)	(zip code)

                                  (425)-774-1717                                

 (Registrant's telephone number, including area code)

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 past 12 months (or for such shorter period that the registrant 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(Section 232.405 of this chapter) during the preceding 12 months(or 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, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer []	Accelerated filer []
Non-accelerated filer   [] (Do not check if a smaller reporting company)	Smaller reporting company  [X]

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 19, 2015, there were 15,403,925 shares of registrant's common stock outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to American Brewing Company, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on August 19, 2015 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. EXHIBITS.

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302
31.2	Certification of Chief Financial Officer pursuant to Section 302
32.1	Certification of Chief Executive Officer pursuant to Section 906
32.2	Certification of Chief Financial Officer pursuant to Section 906
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Schema
101.CAL**	XBRL Taxonomy Calculation Linkbase
101.DEF**	XBRL Taxonomy Definition Linkbase
101.LAB**	XBRL Taxonomy Label Linkbase
101.PRE**	XBRL Taxonomy Presentation Linkbase

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMERICAN BREWING COMPANY, INC.
Date:  August 24, 2015	By:  /s/ Neil Fallon
	Neil Fallon
	Chief Executive Officer, Chief Financial Officer and Director
	(Principal Executive Officer)
Date:  August 24, 2015	By:  /s/ Julie Anderson
	Julie Anderson
	Vice-President and Director
	(Principal Financial Officer and Principal Accounting Officer)

EX-31

  Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

     I, Neil Fallon, certify that:

1)   I have reviewed this quarterly report of American Brewing Company, Inc. on Form 10-Q;

2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4)    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.

Date: August 24, 2015	/s/ Neil Fallon
	Neil Fallon
	Chief Executive Officer

EX-31.2

  Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

     I, Neil Fallon, certify that:

1)   I have reviewed this quarterly report of American Brewing Company, Inc. on Form 10-Q;

2)   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4)    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls over financial reporting.

Date: August 24, 2015	/s/ Neil Fallon
	Neil Fallon
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

In connection with the Quarterly Report of American Brewing Company, Inc. (the Company") on Form 10-Q for the period ended herein as filed with the Securities and Exchange Commission (the "Report"), I. Neil Fallon, President of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.

		American Brewing Company, Inc.
Date: August 24, 2015	By:	/s/ Neil Fallon
		Neil Fallon
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

In connection with the Quarterly Report of American Brewing Company, Inc. (the Company") on Form 10-Q for the period ended herein as filed with the Securities and Exchange Commission (the "Report"), I. Neil Fallon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.

		American Brewing Company, Inc.
Date: August 24, 2015	By:	/s/ Neil Fallon
		Neil Fallon
		Chief Financial Officer

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NOTE 3 - ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC (Details Narrative2)	Jun. 30, 2015 USD ($)
Net assets acquired:
Inventory	$ 249,902
Property and equipment, net	$ 53,600
Intangible assets acquired
Assumption of scheduled liabilities	$ (121,416)
Subtotal	182,086
Goodwill	717,914
Total	$ 900,000

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Disclosure - NOTE 9 - STOCKHOLDERS' EQUITY (Details Narrative) - Jun. 30, 2015 - $ / shares

Total

Preferred stock terms of conversion

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, each having a par value of $0.001, with voting, distribution, dividend and redemption rights, and liquidation preferences and conversions as designated by the board of directors.

The board of directors has designated 250,000 shares as Series A Preferred stock, par value $.001 per share ("Series A Preferred").  Each share of Series A Preferred shall have 500 votes for any election or other vote placed before the shareholders of the Company.  During the six months ended June 30, 2015, no new shares were issued and as of June 30, 2015, 250,000 shares of Series A Preferred are issued and outstanding.

The board of directors has designated 300,000 shares as Series B Preferred stock, par value $.001 per shares ("Series B Preferred").  The Series B Preferred is non-voting, not eligible for dividends and ranks equal to common stock and below Series A preferred stock.  Each share of Series B Preferred has a conversion rate into eight shares of common stock.  During the six months ended June 30, 2015, the Company issued 229,807 shares of Series B Preferred in conjunction with two promissory notes (see Notes 6 and 7).  In June 2015, the Company sold 25,000 shares of Series B Preferred for $25,000 cash. As of June 30, 2015, 254,807 shares of Series B Preferred are issued and outstanding.

Common stock issuance and terms of conversion

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value.  New issuances of common stock during the three months ended June 30, 2015 were as follows:

· 1,479,290 shares of common stock were issued pursuant to the Acquisition (see Note 3).  The Company estimated the fair market value to be $0.338 per share at the time of issuance.  These shares were issued with "Price Protection" for a period of 18 months.  If the market value of the common stock issued pursuant to the Acquisition is less than $500,000, the Company shall issue additional shares so the aggregate amount of shares issued in the Acquisition is equal to a market value of $500,000 based on the average closing bid price of the common stock for the five days prior thereto.

· 204,000 shares of common stock were sold to three investors for cash proceeds of $61,200, or $.30 per share, under a private placement offering (the "Offering").  The Offering provided for the issuance warrants to purchase 50% of the number of shares subscribed for, at a price of $.50 per share, expiring one year from the investment.  A total of 102,000 warrants were issued and expire between April 13 and June 10, 2016 (see Note 9).

· 52,000 shares of common stock were issued to employees for services rendered.  The Company estimated the fair market value to be $0.44 per share at the time of issuance and recorded an expense of $22,880 during the three months ended June 30, 2015.

· 85,714 shares of common stock were issued to employee pursuant to an employment contract whereby the employee would be granted shares of common stock valued at $30,000.  The Company estimated the fair market value to be $0.35 per share at the time of issuance and recorded a corresponding expense during the three months ended June 30, 2015.

· 32,701 shares of common stock were issued to employee pursuant to an employment contract whereby the employee would be granted shares of common stock equal to $6,500 at the end of each quarter effective with the three months ending March 31, 2015.  The Company estimated the fair market value to be $0.35 per share as of March 31, 2015 and $0.46 per share as of June 30, 2015.  Accordingly, the employee received 18,571 and 14,130 shares of common stock, respectively, and the Company recorded an expense of $13,000 during the three months ended June 30, 2015.

· 5,000 shares of common stock were issued to Stonefield Fund for services rendered.  The Company estimated the fair market value to be $0.44 per share at the time of issuance and recorded an expense of $2,200 during the three months ended June 30, 2015.

· 500,000 shares of common stock were issued to LP Funding, LLC for services rendered.  The Company estimated the fair market value to be $0.46 per share at the time of issuance and recorded an expense of $230,000 during the three months ended June 30, 2015.

As of June 30, 2015,15,403,925 shares of common stock are issued and outstanding.

Number of common shares authorized to issue

50,000,000

Series A Preferred Stock [Member]

Preferred Shares authorized to be Issued

250,000

Par Value

$ 0.001

Series B Preferred Stock [Member]

Preferred Shares authorized to be Issued

300,000

Par Value

$ 0.001

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NOTE 3 - ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC (Details) - Jun. 30, 2015 - USD ($)	Total
Total Purchase Consideration
Cash	$ 260,000
Notes payable	140,000
Common stock issued	500,000
Total Purchase Consideration	$ 900,000

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NOTE 10 - COMMON STOCK WARRANTS - (Details) - 3 months ended Jun. 30, 2015 - $ / shares	Total
Shares
Warrants outstanding March 31, 2015	1,025,000
Granted	102,000
Warrants outstanding June 30, 2015	1,127,000
Warrants exercisable as of June 30, 2015	1,127,000
Weighted Average Exercise Price
Warrants outstanding March 31, 2015	$ .99
Granted	$ 0.50
Forfeited
Warrants outstanding June 30, 2015	$ 0.94
Warrants exercisable as of June 30, 2015	$ .94

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Disclosure - NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jun. 30, 2015 USD ($)
Disclosure - Note 8 - Commitments And Contingencies Details
Remaining 2015	$ 50,076
2016	5,672
Total	$ 55,748

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NOTE 4 - INVENTORIES

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 4 – INVENTORIES

Inventories consist of hops, sugar, brewing materials, tea ingredients, bulk packaging and finished goods.  The cost elements of work in process and finished goods inventory consist of raw materials and direct labor.  Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses on its raw materials.  The Company has yearly contracts with vendors to supply essential hop varieties on-hand in order to limit the risk of an unexpected reduction in supply or price fluctuations.  Inventories are stated at the lower of cost, determined on the first-in, first-out basis, or market.

Inventories consisted of the following as of:

	June 30, 2015		December 31, 2014
	Successor		Predecessor
Raw materials	$	58,585	$	83,892
Work-in-process		25,168		-
Finished goods		408,443		202,178
	$	492,196	$	286,070

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NOTE 6 - Notes Payable and Capital Leases (Details 2) - Jun. 30, 2015 - USD ($)	Total
Note 6 - Notes Payable And Capital Leases Details 2
Entered into Equipment Financing Agreement	$ 124,322
Number of monthly payments	48
Amount of payments	$ 3,218
Interest included with payments	628
Remaining balance of agreement	112,705
Amount received for (3) 60 day Pomissory notes	$ 150,000
Loan fee for each note	150.00%
Interest rate for (3) 60 day Pomissory notes	80.00%
Number of shares issued for debt discount	230,000
The relative fair value of the stock	$ 38,440
Aggregate discounts to the (3) 60 day Pomissory notes	2,250
Outstanding amount due on the (3) 60 day Pomissory notes	111,560
Amount received for (2) Pomissory notes	$ 260,000
Interest rate for (2) Promissory notes	10.00%
Maturity of notes	Mar. 31, 2020
Number of shares of Series B preferred stock issued with the debt	229,807
The relative fair value of the shares of Series B preferred stock	$ 185,176
Outstanding amount due for the (2) Pomissory notes	74,824
Aggregate discounts to the Series B preferred stock	$ 185,176

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NOTE 6 - NOTES PAYABLE AND CAPITAL LEASES (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Note 6 - Notes Payable And Capital Leases Details
Notes payable, net of unamortized discounts of $152,954 and $0, respectively	$ 261,251
Related party debt, net of unamortized discounts of $72,912 and $0, respectively	37,838
Capital leases	7,253	$ 12,923
Subtotal	306,342	12,923
Less current portion, net of unamortized discounts of $40,690 and $0, respectively	(145,646)	(7,910)
Long-term portion, net of unamortized discounts of $185,176 and $0, respectively	$ 160,696	$ 5,013

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NOTE 7 - RELATED PARTY DEBT - Related Party debt (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Successor [Member]
Convertible Notes payable to related parties
Related party debt, net of unamortized discounts of $40,605	$ 19,395
Less: current portion
total convertible notes payable to related parties	$ 19,395
Predecessor [Member]
Convertible Notes payable to related parties		$ 120,000
Related party debt, net of unamortized discounts of $40,605
Less: current portion		$ (120,000)
total convertible notes payable to related parties

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Disclosure - NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details)	Jun. 30, 2015 USD ($)
Purchase commitments [Abstract]
Remaining 2015	$ 51,900
2016	232,650
2017	231,950
2018	273,200
2019	38,200
2020	31,650
2021	30,950
Total	$ 890,500

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NOTE 3 - ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC

NOTE 3 – ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC

On April 1, 2015, the Company entered into an Asset Purchase Agreement whereby it acquired substantially all of the operating assets of B&R Liquid Adventure, LLC, a California Limited Liability Company ("B&R") (the "Acquisition").  B&R is engaged in the manufacture of búcha™ Live Kombucha, a gluten free, organic certified, sparkling kombucha tea.  On April 1, 2015, the parties executed all documents related to the Acquisition.  Upon the closing of the Acquisition, the Company received substantially all of the operating assets of B&R, consisting of inventory, fixed assets and intellectual property.

Kombucha, a fermented, probiotic tea beverage, offers a myriad of health benefits.  Sales of kombucha have been steadily growing as it projects to reach $500 million for 2015 according to WholeFoods Magazine.  With the acquisition of the búcha™ Live Kombucha brand, which features eight flavors, the Company plans to leverage its beer-making expertise to expand distribution in major health and grocery chains throughout North America.  The Company believes its búcha™ Live Kombucha brand differentiates itself from other kombucha producers through its proprietary extraction process which reduces the sour taste and may appeal to a larger audience.

Pursuant to the Acquisition, the purchase price of the operating assets of B&R was a cash payment of $260,000, a secured promissory note in an amount of $140,000 and the issuance 1,479,290 shares of common stock valued at $500,000.  In addition, the Company assumed $121,416 of scheduled liabilities.

The Asset Purchase Agreement provided that the shares were issued with "Price Protection" for a period of 18 months, meaning that on the date that is 18 months from the date of the Acquisition, if the market value of the common stock issued pursuant to the Acquisition is less than $500,000, the Company shall issue additional shares so the aggregate amount of shares held by B&R is equal to a market value of $500,000 based on the average closing bid price of the common stock for the five days prior thereto. The Company determined the fair value of the 1,479,290 shares issued as of June 30, 2015 to be higher than $500,000, and thus no additional shares were due as of June 30, 2015.

The Company accounted for its acquisition of the operating assets of B&R using the acquisition method of accounting.  B&R's inventory, fixed assets and identifiable intangible assets acquired and liabilities assumed were recorded based upon their estimated fair values as of the closing date of the Acquisition.  The excess of purchase price over the value of the net assets acquired was recorded as goodwill.  The Company's purchase price allocation is preliminary.  The fair values of acquired assets and liabilities may be further adjusted as additional information becomes available during the measurement period.  Additional information that may become available subsequently and may result in changes in the values allocated to various assets and liabilities includes, but is not limited to any changes in the values allocated to tangible and identified intangible assets acquired and liabilities assumed during the measurement period and may result in material adjustments to goodwill.

The following table summarizes the preliminary acquisition accounting and the tangible and intangible assets acquired as of the date of acquisition:

Total Purchase Consideration
Cash	$	260,000
Notes payable		140,000
Common stock issued		500,000
	$	900,000

The following table summarizes the estimated fair values of the assets acquired:

Net assets acquired:
Inventory	$	249,902
Property and equipment, net		53,600
Intangible assets acquired		-
Assumption of scheduled liabilities		(121,416	)
		182,086
Goodwill		717,914
	$	900,000

Goodwill is the excess of the purchase price over the preliminary fair value of the underlying net tangible and identifiable intangible assets.  In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present.

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B Going Concern (Details Narrative)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Approximate accumulated deficit	$2,300,000	$2,125,000

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NOTE 10 - COMMON STOCK WARRANTS (Details Narrative) - Jun. 30, 2015 - USD ($)	Total
Notes to Financial Statements
Number of shares outstanding that warrants the Company owns can purchase	1,025,000
Excercise price minimum	$ 0.50
Excercise price maximum	$ 1.00
Expriation date between
Total number of warrants issued under Offering	$ 102,000

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CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS:
Property and equipment, net of accumulated depreciation of 479,164 and $36,541, respectively		$ 991,798
Common Class NP A [Member]
STOCKHOLDERS' EQUITY:
Common stock, no par value, 40,000,000 shares authorized;1,366,042 shares issued and outstanding			$ (35,000)
Series A Preferred Stock [Member]
STOCKHOLDERS' EQUITY:
Series A preferred stock, $0.001 par value: 250,000 shares authorized, 250,000 shares issued and outstanding		250
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY:
Series B Preferred stock, $0.001 par value: 300,000 shares authorized, 254,807 shares issued and outstanding		255
Series A Preferred NP Stock [Member]
STOCKHOLDERS' EQUITY:
Series A Preferred stock, no par value: 8,000,000 shares authorized, 6,205,558 shares issued and outstanding			4,327,628
Successor [Member]
CURRENT ASSETS:
Cash		66,453
Accounts receivable, net of allowance for doubtful accounts of		330,151
Inventories		492,196
Prepaid expenses and other current assets		45,140
Total current assets		933,940
Property and equipment, net of accumulated depreciation of 479,164 and $36,541, respectively		991,798
Goodwill		717,914
Other assets		22,204
Total assets		2,665,856
CURRENT LIABILITIES:
Accounts payable		327,098
Current portion of notes payable and capital leases, net of unamortized discounts		$ 146,157
Convertible notes payable to related parties
Factoring payable		$ 115,420
Accrued expenses and other current liabilities		$ 209,801
Reserve for legal settlement
Total current liabilities		$ 798,476
Note payable and capital leases, less current portion, net of unamortized discounts		315,343
Related party debt, less current portion, net of unamortized discounts		19,395
Total liabilities		$ 1,133,214
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $0.001 par value; 50,000,000 shares authorized; 13,045,220, and 12,715,220 shares issued and outstanding, respectively		$ 15,404
Common stock, no par value, 40,000,000 shares authorized;1,366,042 shares issued and outstanding
Series A preferred stock, $0.001 par value: 250,000 shares authorized, 250,000 shares issued and outstanding		$ 250
Series B Preferred stock, $0.001 par value: 300,000 shares authorized, 254,807 shares issued and outstanding		$ 255
Series A Preferred stock, no par value: 8,000,000 shares authorized, 6,205,558 shares issued and outstanding
Additional paid-in capital		$ 3,798,081
Accumulated deficit		(2,281,348)
Total stockholders' (deficit) equity		1,532,642
Total liabilities and stockholders' (deficit) equity		$ 2,665,856
Predecessor [Member]
CURRENT ASSETS:
Cash	$ 125,312		125,312
Accounts receivable, net of allowance for doubtful accounts of	254,705
Inventories	286,070		286,070
Prepaid expenses and other current assets	13,865
Total current assets	679,952
Property and equipment, net of accumulated depreciation of 479,164 and $36,541, respectively	$ 65,453		$ 65,453
Goodwill
Other assets
Total assets	$ 745,405
CURRENT LIABILITIES:
Accounts payable	616,719
Current portion of notes payable and capital leases, net of unamortized discounts	3,689
Convertible notes payable to related parties	$ 120,000
Factoring payable
Accrued expenses and other current liabilities	$ 106,899
Reserve for legal settlement	342,924
Total current liabilities	$ 1,190,231
Note payable and capital leases, less current portion, net of unamortized discounts
Related party debt, less current portion, net of unamortized discounts
Total liabilities	$ 1,190,231
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common Stock, $0.001 par value; 50,000,000 shares authorized; 13,045,220, and 12,715,220 shares issued and outstanding, respectively
Common stock, no par value, 40,000,000 shares authorized;1,366,042 shares issued and outstanding	$ (35,000)
Series A preferred stock, $0.001 par value: 250,000 shares authorized, 250,000 shares issued and outstanding
Series B Preferred stock, $0.001 par value: 300,000 shares authorized, 254,807 shares issued and outstanding
Series A Preferred stock, no par value: 8,000,000 shares authorized, 6,205,558 shares issued and outstanding	$ 4,327,628
Additional paid-in capital	126,328
Accumulated deficit	(4,863,782)
Total stockholders' (deficit) equity	(444,826)
Total liabilities and stockholders' (deficit) equity	$ 745,405

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NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

American Brewing Company, Inc. (the "Company") was formed under the laws of the State of Washington on April 26, 2010.  The Company is a micro-brewing company based out of Edmonds, Washington.  The Company also manufactures and sells búcha™ Live Kombucha, a gluten free, organic certified, sparkling kombucha tea.  The Company acquired the búcha™ Live Kombucha brand and the assets related to the production and sale of it pursuant to an Asset Purchase Agreement dated April 1, 2015 (see Note 3).  The búcha™ Live Kombucha brand is distributed in major health and grocery chains throughout North America.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements as of June 30, 2015 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on April 15, 2015.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year.  Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2014 as reported in the Form 10-K have been omitted.

The accompanying unaudited interim consolidated financial statements have been presented on a comparative basis.  For periods after the acquisition of the búcha™ Live Kombucha brand (see Note 3), the Company is referred to as the Successor and its results of operations combines the brewery operations and the kombuch tea operations.  For periods prior to the acquisition of the búcha™ Live Kombucha brand, the Company is referred to as the Predecessor and its results of operations includes only the búcha™ Live Kombucha operations.  A black line separates the Predecessor and Successor financial statements to highlight the lack of comparability between these two periods.

Concentrations

Receivables arising from sales of the Company's products are not collateralized.  As of June 30, 2015, four customers represented approximately 80.2% (36.2%, 18.3%, 14.1% and 11.6%) of accounts receivable and as of December 31, 2014, four customers represented approximately 75.1% (25.4%, 24.1%, 13.5% and 12.1%) of accounts receivable.  For the three months ended June 30, 2015 (Successor), three customers represented approximately 59.5% (24.4%, 22.4% and 12.7%) of revenue.  For the three months ended March 31, 2015 (Predecessor), three customers represented approximately 85.6% (30.2%, 29.4% and 26.0%) of revenue.  For the six months ended June 30, 2014 (Predecessor), four customers represented approximately 87.0% (30.3%, 22.7%, 17.5% and 16.5%) of revenue.  For the three months ended June 30, 2014 (Predecessor), four customers represented approximately 85.8% (34.6%, 18.8%, 16.5% and 15.9%) of revenue.

Accounts Receivable Factoring Arrangement with Recourse

On April 2, 2015, the Company entered into a factoring agreement to sell, with recourse, certain receivables to an unrelated third-party financial institution.  Under the terms of the factoring agreement, the Company receives an advance of 80% of qualified receivables and maximum amount of outstanding advances at any one time will not exceed $500,000.  During the three months ended June 30, 2015, the Company received net advances from the factoring of accounts receivable of $115,420 and recognized a loss on factoring of $5,647.  The Company pays factoring fees associated with the sale of receivables at the rate of 0.67% of the gross face value of the receivable for every ten-day period or fraction thereof from the date of the advance until the receivable is paid in full.  The outstanding factoring payable as of June 30, 2015 was $115,420.

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired.  Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired.  The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit.  If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach.

The first step involves comparing the fair value of a company's reporting units to their carrying amount.  If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment.  If the reporting unit's carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any.  The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one.  The implied fair value of the goodwill in this step is compared to the carrying value of goodwill.  If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. There was no impairment of goodwill recognized during 2015.

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NOTE 5 - PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014
Successor [Member]
Depreciation expense	$ 60,631
Predecessor [Member]
Depreciation expense		$ 5,100	$ 9,963

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NOTE 8 - COMMITMENTS AND CONTINGENCIES (Tables)

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Purchase Commitments for each year

Remaining 2015	$	51,900
2016		232,650
2017		231,950
2018		273,200
2019		38,200
2020		31,650
2021		30,950
	$	890,500

Minimum Annual Rental Payment

Remaining 2015	$	50,076
2016		5,672
	$	55,748

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NOTE 7 - RELATED PARTY DEBT (Details Narrative) - 6 months ended Jun. 30, 2015 - USD ($)	Total
Related Party Transactions [Abstract]
Promissory Note for cash amount	$ 50,000
Loan fee percentage	1.50%
Interest rate on promissory note	8.00%
Discount resulting from loan fee	$ 750
Number os ahres included as equity payment	200,000
The relative fair value of the stock	$ 29,420
Amount borrowed for acquisition	60,000
Interest rate per annum	10
Amount to be raised that will mae the note due immediately	$ 2,000,000
Shares of Series B preferred stock equity payment issued with debt	53,073
The relative fair value of the Series B preferred stock issued recorded as a debt discount	42,742
Remaining balance of this note t be amortized to interest expense over the life of the loan	$ 19,395

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NOTE 10 - COMMON STOCK WARRANTS (Tables)

3 Months Ended

Jun. 30, 2015

Notes to Financial Statements

A summary of common stock warrants activity

			Weighted Average
	Number		Exercise Price
Warrants outstanding March 31, 2015		1,025,000	$	0.99
Granted		102,000	$	0.50
Exercised		-	$	-
Forfeited		-	$	-
Warrants outstanding June 30, 2015		1,127,000	$	0.94
Warrants exercisable as of June 30, 2015		1,127,000	$	0.94

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NOTE 2 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS

6 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS

NOTE 2 – GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS

The accompanying unaudited interim consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  Since inception, the Company has financed its operations primarily through equity and debt financings.  As of June 30, 2015, the Company had an accumulated deficit of $2,281,348 and used cash in operating activities of $189,420.  These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern.

The Company recognizes it will need to raise additional capital in order to fund operations and execute its business plan.  There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow.  While the Company believes in the viability of its strategy to generate additional revenues and in its ability to raise additional funds, there can be no assurances to that effect.  If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations.  There can be no assurance that such a plan will be successful.  If the Company is unable to obtain financing on a timely basis, the Company could be forced scale back its business and/or pursue other strategic avenues to develop its business.

These unaudited interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Jun. 30, 2015
Series A Preferred Stock [Member]
Series A Preferred Stock, par value		$ 0.001
Series A Preferred Stock, shares authorized		250,000
Series A Preferred Stock, shares issued		250,000
Series A Preferred Stock, shares outstanding		250,000
Series B Preferred Stock [Member]
Series A Preferred Stock, par value		$ 0.001
Series A Preferred Stock, shares authorized		300,000
Successor [Member]
Common Stock, par value		$ 0.001
Common Stock, shares authorized		50,000,000
Common Stock, shares issued		15,403,925
Common Stock, shares outstanding		15,403,925
Common Stock No Par value, par value		$ 0
Common Stock No Par value, shares authorized		40,000,000
Common Stock No Par value, shares issued		0
Common Stock No Par value, shares outstanding		0
Series A Preferred Stock, par value		$ 0.001
Series A Preferred Stock, shares authorized		250,000
Series A Preferred Stock, shares issued		250,000
Series A Preferred Stock, shares outstanding		250,000
Series B Preferred Stock, par value		$ 0.001
Series B Preferred Stock, shares authorized		300,000
Series B Preferred Stock, shares issued		254,807
Series B Preferred Stock, shares outstanding		254,807
Series A No Par value Preferred Stock, par value		$ 0
Series A No Par value Preferred Stock, shares authorized		8,000,000
Series A No Par value Preferred Stock, shares issued		0
Series A No Par value Preferred Stock, shares outstanding		0
Predecessor [Member]
Common Stock, par value	$ 0.001
Common Stock, shares authorized	50,000,000
Common Stock, shares issued	0
Common Stock, shares outstanding	0
Common Stock No Par value, par value	$ 0
Common Stock No Par value, shares authorized	40,000,000
Common Stock No Par value, shares issued	1,366,042
Common Stock No Par value, shares outstanding	1,366,042
Series A Preferred Stock, par value	$ 0.001
Series A Preferred Stock, shares authorized	250,000
Series A Preferred Stock, shares issued	0
Series A Preferred Stock, shares outstanding	0
Series B Preferred Stock, par value	$ 0.001
Series B Preferred Stock, shares authorized	300,000
Series B Preferred Stock, shares issued	0
Series B Preferred Stock, shares outstanding	0
Series A No Par value Preferred Stock, par value	$ 0
Series A No Par value Preferred Stock, shares authorized	8,000,000
Series A No Par value Preferred Stock, shares issued	6,205,558
Series A No Par value Preferred Stock, shares outstanding	6,205,558

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NOTE 3 - ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC (Tables)

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Summary of the acquisition, tangible and intangible assets acquired at date of acquisition

Total Purchase Consideration
Cash	$	260,000
Notes payable		140,000
Common stock issued		500,000
	$	900,000

Summary of the estimated fair value of assets acquired

Net assets acquired:
Inventory	$	249,902
Property and equipment, net		53,600
Intangible assets acquired		-
Assumption of scheduled liabilities		(121,416	)
		182,086
Goodwill		717,914
	$	900,000

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 19, 2015
Document And Entity Information
Entity Registrant Name	American Brewing Company, Inc.
Entity Central Index Key	0001579823
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,280,454
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

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NOTE 4 - INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

INVENTORIES

	June 30, 2015		December 31, 2014
	Successor		Predecessor
Raw materials	$	58,585	$	83,892
Work-in-process		25,168		-
Finished goods		408,443		202,178
	$	492,196	$	286,070

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2014
REVENUES	$ 944,916
Net revenue	940,007
Cost of goods sold	613,379
GROSS PROFIT	326,628
Successor [Member]
REVENUES	944,916
Less: Excise taxes	(4,909)
Net revenue	940,007
Cost of goods sold	613,379
GROSS PROFIT	326,628
OPERATING EXPENSES:
Advertising, promotion and selling	88,281
General and administrative	537,963
Gain on forgiveness of accrued payroll	(500,000)
Legal and professional	107,974
Total operating expenses	234,218
LOSS FROM OPERATIONS	92,410
OTHER INCOME (EXPENSE):
Interest expense	$ (73,193)
Interest income
Total other income (expense)	$ (73,193)
NET INCOME (LOSS)	$ 19,217
Weighted Average Number of Common Shares Outstanding - Basic	14,763,091
Weighted Average Number of Common Shares Outstanding - Diluted	16,829,113
NET INCOME (LOSS) PER SHARE - BASIC	$ 0
NET INCOME (LOSS) PER SHARE - DILUTED	$ 0
Predecessor [Member]
REVENUES		$ 638,525	$ 843,320	$ 1,526,453
Less: Excise taxes
Net revenue		$ 638,525	$ 843,320	1,526,453
Cost of goods sold		413,582	495,858	895,287
GROSS PROFIT		224,943	347,462	631,166
OPERATING EXPENSES:
Advertising, promotion and selling		113,178	180,503	454,234
General and administrative		$ 134,124	$ 151,490	$ 303,047
Gain on forgiveness of accrued payroll
Legal and professional		$ 47,369	$ 141,333	$ 432,870
Total operating expenses		294,671	473,326	1,190,151
LOSS FROM OPERATIONS		(69,728)	(125,864)	(558,985)
OTHER INCOME (EXPENSE):
Interest expense		$ (2,294)	(433)	(884)
Interest income			29	88
Total other income (expense)		$ (2,294)	(404)	(796)
NET INCOME (LOSS)		$ (72,022)	$ (126,268)	$ (559,781)

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NOTE 7 - RELATED PARTY DEBT

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

NOTE 7 - RELATED PARTY DEBT

NOTE 7 – RELATED PARTY DEBT

Related Party debt consisted of the following as of:

	June 30, 2015		December 31, 2014
	Successor		Predecessor
Convertible Notes payable to related parties	$	-	$	120,000
Related party debt, net of unamortized discounts of $40,605		19,395		-
		19,395		120,000
Less: current portion		-		(120,000	)
	$	19,395	$	-

In March 2015, the Company entered into a 60 day-promissory note for cash proceeds of $50,000 with a member of management.  The note has a 1.5% loan fee and bears an interest rate of 8% per annum. The loan fee resulted in a discount to the note of $750.  The note also included an equity payment of 200,000 shares of common stock that were issued with the debt.  The Company has allocated the loan proceed among the debt and the stock based upon relative fair value. The relative fair value of the stock was determined to be $29,420 and it was recorded as a debt discount.  The note was fully paid off during the three months ended June 30, 2015.

In March 2015, the Company borrowed $60,000 from a member of management used for the Acquisition (see Note 3).  The note bears interest at 10% per annum and is due and payable beginning June 30, 2015 maturing on March 31, 2020.  Payments of interest are required quarterly.  Should the Company be successful in raising $2,000,000 or more in funding the entire balance of the note will be due immediately.  The note was issued in conjunction with an equity payment totaling 53,073 shares of Series B preferred stock that was issued with the debt.  The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value.  The relative fair value of the stock was determined to be $42,742 and was recorded as a debt discount.  As of June 30, 2015, no payment has been made on this note and the remaining balance of this note is $19,395, net of the unamortized discount.  The discount will be amortized over the life of the loans to interest expense and $2,137 was amortized during the three months ended June 30, 2015.

Accrued Officer Compensation and Gain on Forgiveness of Accrued Payroll

In April 2015, the Company and two officers agreed to forgive $500,000 of the $600,000 in accrued officer compensation.  This resulted in the Company recognizing a gain of $500,000 on forgiveness of accrued payroll during the three months ended June 30, 2015.  No payments have been made on the remaining balance of $100,000, which is recorded as an accrued liability on the accompanying unaudited interim consolidated balance sheet as of June 30, 2015.

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NOTE 6 - NOTES PAYABLE AND CAPITAL LEASES

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

NOTES PAYABLE AND CAPITAL LEASES

NOTE 6 – NOTES PAYABLE AND CAPITAL LEASES

Notes payable and capital leases consisted of the following as of:

	June 30, 2015			December 31, 2014
	Successor			Predecessor
Notes payable, net of unamortized discounts of $135,312	$	454,992		$	-
Capital lease obligations		6,508			3,689
		461,500			3,689
Less:  current portion		(146,157	)		(3,689	)
Long-term portion, net of unamortized discounts of $135,312	$	315,343		$	-

Notes Payable

In January 2015, the Company entered into an Equipment Financing Agreement with Pinnacle Capital Partners for $124,322.  The note requires 48 monthly payments of $3,218 each of which include $628 in interest.  The note cannot be prepaid.  As of June 30, 2015, the remaining balance of this note is $108,154.  The note is secured by the underlying assets.

In March 2015, the Company entered into two 60-day promissory notes for cash proceeds of $50,000 each.  Each note has a 1.5% loan fee and bears an interest rate of 8% per annum.  The loan fees resulted in aggregate discounts to the notes of $2,250.  The notes also included an equity payment totaling 230,000 shares of common stock that were issued with the debt.  The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value.  The relative fair value of the stock was determined to be $9,020 and it was recorded as a debt discount.  The two notes were fully paid off during the three months ended June 30, 2015.

In March 2015, the Company borrowed $200,000 used for the Acquisition (see Note 3).  The note bears interest at 10% per annum and is due and payable beginning June 30, 2015 maturing on March 31, 2020.  Payments of interest are required quarterly.  Should the Company be successful in raising $2,000,000 or more in funding the entire balance of the note will be due immediately.  The note was issued in conjunction with an equity payment totaling 176,734 shares of Series B preferred stock that was issued with the debt.  The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value.  The relative fair value of the stock was determined to be $142,434 and was recorded as a debt discount.  As of June 30, 2015, no payment has been made on this note and the remaining balance of this note is $64,688, net of the unamortized discount.  The discount will be amortized over the life of the loans to interest expense and $7,122 was amortized during the three months ended June 30, 2015.

On April 1, 2015, a promissory note in an amount of $140,000 was issued pursuant to the Acquisition (see Note 3). The note bears interest at 10% per annum and it due on June 30, 2015. The note was fully paid off, and the balance as of June 30, 2015 is zero.

In April 2015, the Company borrowed $50,000 under a 90-day promissory note.  The note bears interest at 3% per month and is due on July 21, 2015.  As of June 30, 2015, the remaining balance of this note is $50,000.

In June 2015, the Company entered into an Equipment Financing Agreement with Pinnacle Capital Partners for $125,000.  The note requires 48 monthly payments of $3,236 each of which include $632 in interest.  The note cannot be prepaid.  As of June 30, 2015, the remaining balance of this note is $121,764.  The note is secured by the underlying assets.

In June 2015, the Company entered into an Equipment Financing Agreement with Pinnacle Capital Partners for $113,320.  The note requires 48 monthly payments of $2,934 each of which include $573 in interest.  The note cannot be prepaid.  As of June 30, 2015, the remaining balance of this note is $110,386.  The note is secured by the underlying assets.

Capital Leases

The Company has entered into various capital lease agreements to obtain property and equipment for operations. These agreements range from two to three years with interest rates ranging from 5% to 6%.  These leases are secured by the underlying leased property and equipment.

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Disclosure - NOTE 11 - SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Operating Segment

	Three months ended June 30, 2015 (Successor)
	Brewery Retail		Brewery Wholesale		búcha tea Wholesale		Total
Sales	$	86,253	$	166,678	$	691,985	$	944,916
Less excise taxes		1,674		3,235		-		4,909
Net revenue		84,579		163,443		691,985		940,007
Cost of goods sold		66,713		128,918		417,748		613,379
Gross profit	$	17,866	$	34,525	$	274,237	$	326,628

	Three months ended June 30, 2015 (Successor)
	Brewery Retail			Brewery Wholesale			búcha tea Wholesale			Total
Accounts receivable		$	-		$	31,818		$	298,333		$	330,151
Property and equipment, net		$	46,575		$	880,287		$	64,936		$	991,798

Operating Segment bucha Live Kombucha brand

	Three months ended March 31, 2015		Six months ended June 30, 2014		Three months ended June 30, 2014
	Predecessor		Predecessor		Predecessor
Sales	$	638,525	$	1,526,453	$	843,320
Less excise taxes		-		-		-
Net revenue		638,525		1,526,453		843,320
Cost of goods sold		413,582		895,287		495,858
Gross profit	$	224,943	$	631,166	$	347,462

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NOTE 5 - PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property and equipment

	June 30, 2015			December 31, 2014
	Successor			Predecessor
Notes payable, net of unamortized discounts of $135,312	$	454,992		$	-
Capital lease obligations		6,508			3,689
		461,500			3,689
Less:  current portion		(146,157	)		(3,689	)
Long-term portion, net of unamortized discounts of $135,312	$	315,343		$	-

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NOTE 10 - COMMON STOCK WARRANTS

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

NOTE 10 - COMMON STOCK WARRANTS

NOTE 10 – COMMON STOCK WARRANTS

As of March 31, 2015, the Company has warrants to purchase 1,025,000 shares of common stock outstanding, with exercise prices between $0.50 and $1.00 and expiration dates between September 2016 and October 2019.  During the period ended June 30, 2015, the Company issued a total of 102,000 warrants under the Offering (see Note 8).

A summary of common stock warrants activity for the three months ended June 30, 2015 is as follows:

			Weighted Average
	Number		Exercise Price
Warrants outstanding March 31, 2015		1,025,000	$	0.99
Granted		102,000	$	0.50
Exercised		-	$	-
Forfeited		-	$	-
Warrants outstanding June 30, 2015		1,127,000	$	0.94
Warrants exercisable as of June 30, 2015		1,127,000	$	0.94

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NOTE 8 - COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Hops Purchase Commitments

The Company entered into contracts for the supply of a portion of its hops requirements.  These purchase contracts extend through crop year 2021 and specify both the quantities and prices to which the Company is committed.  As of June 30, 2015, hops purchase commitments outstanding was approximately $890,500.  As of June 30, 2015, projected cash outflows under hops purchase commitments for each of the remaining years under the contracts are as follows:

Remaining 2015	$	51,900
2016		232,650
2017		231,950
2018		273,200
2019		38,200
2020		31,650
2021		30,950
	$	890,500

These commitments are not accrued in the accompanying unaudited interim consolidated balance sheet as of June 30, 2015.  In addition, the Company has elected not to recognize the purchase contracts as cash flow hedges in accordance with ASC Topic 815, Derivatives and Hedges.

Operating Lease Commitments

In December 2013, the Company entered into a 25-month facilities lease with a third party for its brewery operations.  The monthly base rent of $4,709 increases annually based on the Consumer Price Index All Urban Consumers U.S. City Average.  Monthly rent payments include common area maintenance charges, taxes, and other charges.  In December 2014, the Company amended this lease to add an additional 2,016 square feet of warehouse space.  As of June 30, 2015, the minimum monthly lease payment was $5,510.

Effective April 1, 2015, the Company assumed a facilities lease with a third party for the manufacture of its búcha™ Live Kombucha tea.  This lease was executed in August 31, 2013 with a lease term of 31 months, expiring February 29, 2016.  The monthly base rent is $2,673 for first 12 months, $2,748 for next 12 months, and $2,836 for the balance of the term.  Monthly rent payments also include common area maintenance charges, taxes, and other charges.

Future minimum lease payments under operating leases are approximately as follows:

Remaining 2015	$	50,076
2016		5,672
	$	55,748

Rent expense for both facilities was approximately $24,500 for the three months ended June 30, 2015.

Consulting Agreement

During the year ended December 31, 2014, the Company issued 1,302,500 shares of common stock under various consulting agreements for services to be provided over terms from three to twelve months.  The Company estimated the fair market value to be $0.56 per share at the time of issuance and recorded $726,800 as a prepaid expense to be amortized to general and administrative expense over the term of the agreements.  A total of $57,138 was amortized during the six months ended June 30, 2015 with the remaining balance of $14,962 as a prepaid expense on the accompanying unaudited interim consolidated balance sheet as of June 30, 2015.

On October 26, 2014, the Company entered into a consulting agreement in exchange for 25,000 warrants to purchase 25,000 shares of common stock.  The Company valued the warrant at $0.06 per share (based on the Black-Scholes option pricing model on the date of grant) and recorded a prepaid expense to be amortized to general and administrative expense over the term of the agreement.  A total of $2,594 was amortized during the three months ended June 30, 2015, with the remaining balance of $1,295 as a prepaid expense asset on the accompanying unaudited interim consolidated balance sheet as of June 30, 2015.

Legal

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business.  Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.  There are no such matters that are deemed material to the consolidated unaudited interim consolidated financial statements as of June 30, 2015.

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NOTE 9 - STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Stockholders' Equity

NOTE 9 – STOCKHOLDERS' EQUITY

Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock, each having a par value of $0.001, with voting, distribution, dividend and redemption rights, and liquidation preferences and conversions as designated by the board of directors.

The board of directors has designated 250,000 shares as Series A Preferred stock, par value $.001 per share ("Series A Preferred").  Each share of Series A Preferred shall have 500 votes for any election or other vote placed before the shareholders of the Company.  During the six months ended June 30, 2015, no new shares were issued and as of June 30, 2015, 250,000 shares of Series A Preferred are issued and outstanding.

The board of directors has designated 300,000 shares as Series B Preferred stock, par value $.001 per shares ("Series B Preferred").  The Series B Preferred is non-voting, not eligible for dividends and ranks equal to common stock and below Series A preferred stock.  Each share of Series B Preferred has a conversion rate into eight shares of common stock.  During the six months ended June 30, 2015, the Company issued 229,807 shares of Series B Preferred in conjunction with two promissory notes (see Notes 6 and 7).  In June 2015, the Company sold 25,000 shares of Series B Preferred for $25,000 cash. As of June 30, 2015, 254,807 shares of Series B Preferred are issued and outstanding.

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value.  New issuances of common stock during the three months ended June 30, 2015 were as follows:

· 1,479,290 shares of common stock were issued pursuant to the Acquisition (see Note 3).  The Company estimated the fair market value to be $0.338 per share at the time of issuance.  These shares were issued with "Price Protection" for a period of 18 months.  If the market value of the common stock issued pursuant to the Acquisition is less than $500,000, the Company shall issue additional shares so the aggregate amount of shares issued in the Acquisition is equal to a market value of $500,000 based on the average closing bid price of the common stock for the five days prior thereto.

· 204,000 shares of common stock were sold to three investors for cash proceeds of $61,200, or $.30 per share, under a private placement offering (the "Offering").  The Offering provided for the issuance warrants to purchase 50% of the number of shares subscribed for, at a price of $.50 per share, expiring one year from the investment.  A total of 102,000 warrants were issued and expire between April 13 and June 10, 2016 (see Note 9).

· 52,000 shares of common stock were issued to employees for services rendered.  The Company estimated the fair market value to be $0.44 per share at the time of issuance and recorded an expense of $22,880 during the three months ended June 30, 2015.

· 85,714 shares of common stock were issued to employee pursuant to an employment contract whereby the employee would be granted shares of common stock valued at $30,000.  The Company estimated the fair market value to be $0.35 per share at the time of issuance and recorded a corresponding expense during the three months ended June 30, 2015.

· 32,701 shares of common stock were issued to employee pursuant to an employment contract whereby the employee would be granted shares of common stock equal to $6,500 at the end of each quarter effective with the three months ending March 31, 2015.  The Company estimated the fair market value to be $0.35 per share as of March 31, 2015 and $0.46 per share as of June 30, 2015.  Accordingly, the employee received 18,571 and 14,130 shares of common stock, respectively, and the Company recorded an expense of $13,000 during the three months ended June 30, 2015.

· 5,000 shares of common stock were issued to Stonefield Fund for services rendered.  The Company estimated the fair market value to be $0.44 per share at the time of issuance and recorded an expense of $2,200 during the three months ended June 30, 2015.

· 500,000 shares of common stock were issued to LP Funding, LLC for services rendered.  The Company estimated the fair market value to be $0.46 per share at the time of issuance and recorded an expense of $230,000 during the three months ended June 30, 2015.

As of June 30, 2015,15,403,925 shares of common stock are issued and outstanding.

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NOTE 11 - SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Information

NOTE G – Segment Information

The Company's operations are classified into the sale of alcohol to retail customers through the Company's tasting room, and wholesale sales to distributors. Our retail division is located in the greater Seattle, Washington area and serves walk-in customers seven days a week. Our wholesale division sells to distributors primarily in the greater Seattle, Washington area. Although both segments are involved in the sale and distribution of alcohol, they serve different customers and are managed separately, requiring specialized expertise. We determined our operating segments in accordance with FASB ASC Topic 280, Segment Reporting.

Results of the operating segments are as follows:

	Three Months Ended March 31, 2015
	Retail			Wholesale		Total
Sales		$	82,225	$	166,083	$	248,308
Less excise taxes			1,620		3,289		4,909
Net revenue			80,605		162,794		243,399
Cost of goods sold			75,506		153,300		228,806
Gross profit		$	5,099	$	9,494	$	14,593
	As of March 31, 2015
Accounts receivable		$	-	$	50,032	$	50,032
Property and equipment,
net of accumulated depreciation		$	46,575	$	936,934	$	983,509

	Three Months Ended March 31, 2014
	Retail		Wholesale		Total
Sales	$	69,834	$	171,169	$	241,003
Less excise taxes		1,343		3,293		4,636
Net revenue		68,491		167,876		236,367
Cost of goods sold		53,610		131,252		184,862
Gross profit	$	14,881	$	36,624	$	51,505

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NOTE 3 - ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC (Details Narrative) - Jun. 30, 2015 - USD ($)	Total
Business Combinations [Abstract]
Cash payment required for purchase of B&R	$ 260,000
Secured promissory note required	$ 140,000
Number of shares required to be issued for acquisition	1,479,290
Value of shares issued	$ 500,000
Amount of of scheduled liabilities assumed for acquisition	$ 121,416
Price protection description	18

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NOTE 7 - RELATED PARTY DEBT (Tables)

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Related Party debt

	June 30, 2015		December 31, 2014
	Successor		Predecessor
Convertible Notes payable to related parties	$	-	$	120,000
Related party debt, net of unamortized discounts of $40,605		19,395		-
		19,395		120,000
Less: current portion		-		(120,000	)
	$	19,395	$	-

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NOTE 4 - INVENTORIES (Details) - USD ($)	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Successor [Member]
Raw materials		$ 58,585
Work in progress		25,168
Finished goods		408,443
Total		$ 492,196
Predecessor [Member]
Raw materials			$ 83,892
Work in progress
Finished goods			$ 202,178
Total	$ 286,070		$ 286,070

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G Segment Information (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015
Sales	$ 944,916
Less excise taxes	4,909
Net revenue	940,007
Cost of goods sold	613,379
Gross profit	326,628
Accounts receivable	330,151			$ 330,151
Property and equipment, net of accumulated depreciation	991,798			$ 991,798
Brewery Retail Sale [Member]
Sales	86,253
Less excise taxes	1,674
Net revenue	84,579
Cost of goods sold	66,713
Gross profit	$ 17,866
Accounts receivable
Property and equipment, net of accumulated depreciation	$ 46,575			$ 46,575
Brewery WholeSale [Member]
Sales	166,678
Less excise taxes	3,235
Net revenue	163,443
Cost of goods sold	128,918
Gross profit	34,525
Accounts receivable	31,818			31,818
Property and equipment, net of accumulated depreciation	880,287			880,287
Bucha tea Wholesale [Member]
Sales	$ 691,985
Less excise taxes
Net revenue	$ 691,985
Cost of goods sold	417,748
Gross profit	274,237
Accounts receivable	298,333			298,333
Property and equipment, net of accumulated depreciation	$ 64,936			64,936
Predessor Bucha tea Wholesale [Member]
Sales		$ 638,525	$ 843,320	$ 1,526,453
Less excise taxes
Net revenue		$ 638,525	843,320	$ 1,526,453
Cost of goods sold		413,582	495,858	895,287
Gross profit		$ 224,943	$ 347,462	$ 631,166

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014
Successor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ 19,217
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	60,631
Amortization of debt discount	47,699
Gain on forgiveness of accrued payroll	(500,000)
Common stock issued for services	298,080
Changes in operating assets and liabilities:
Accounts receivable	(280,118)
Inventories	(188,963)
Prepaid expenses and other current assets	41,595
Accounts payable	167,650
Accrued expenses and other current liabilities	$ 29,369
Reserve for legal settlement
Net cash (used in) provided by operating activities	$ (304,840)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(15,320)
Repayment of note issued for acqusition of assets of B&R Liquid Adventure	(140,000)
Acqusition of assets of B&R Liquid Adventure	(260,000)
Net cash used in investing activities	(415,320)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	288,320
Net factoring advances	115,420
Issuance of stock for cash	61,200
Issuance of Series B Preferred stock for cash	$ 25,000
Payments on convertible notes payable to related parties
Repayment of notes payable and capital lease payments	$ 140,000
Repayment of notes payable and capital lease obligations	(110,712)
Net cash provided by (used in) financing activities	328,478
NET CHANGE IN CASH	(391,682)
CASH AT BEGINNING OF PERIOD	458,135
CASH AT END OF PERIOD	$ 66,453	$ 458,135
SUPPLEMENTAL INFORMATION:
Cash paid during the period for: Interest
Cash paid during the period for: Income taxes
NONCASH INVESTING AND FINANCING ACTIVITIES:
Debt issued for acquisition of B&R Liquid Adventure	$ 140,000
Common stock issued for acquisition of B&R Liquid Adventure	$ 500,000
Preferred stock issued for settlement of accounts payable
Predecessor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(72,022)	$ (559,781)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		$ 5,100	$ 9,963
Amortization of debt discount
Gain on forgiveness of accrued payroll
Common stock issued for services
Changes in operating assets and liabilities:
Accounts receivable		$ (23,277)	$ (32,313)
Inventories		105,419	(221,970)
Prepaid expenses and other current assets		5,695	(1,798)
Accounts payable		(5,158)	363,006
Accrued expenses and other current liabilities		3,473	32,745
Reserve for legal settlement		5,100	185,845
Net cash (used in) provided by operating activities		24,330	(224,303)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		$ (11,688)	$ (4,929)
Repayment of note issued for acqusition of assets of B&R Liquid Adventure
Acqusition of assets of B&R Liquid Adventure
Net cash used in investing activities		$ (11,688)	$ (4,929)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable
Net factoring advances
Issuance of stock for cash
Issuance of Series B Preferred stock for cash
Payments on convertible notes payable to related parties		$ (69,000)
Repayment of notes payable and capital lease payments
Repayment of notes payable and capital lease obligations		$ (1,874)	$ (3,748)
Net cash provided by (used in) financing activities		(70,874)	(3,748)
NET CHANGE IN CASH		(58,232)	(232,980)
CASH AT BEGINNING OF PERIOD	$ 67,080	125,312	286,258
CASH AT END OF PERIOD		67,080	$ 53,278
SUPPLEMENTAL INFORMATION:
Cash paid during the period for: Interest		$ 1,861
Cash paid during the period for: Income taxes
NONCASH INVESTING AND FINANCING ACTIVITIES:
Debt issued for acquisition of B&R Liquid Adventure
Common stock issued for acquisition of B&R Liquid Adventure
Preferred stock issued for settlement of accounts payable			$ 16,532

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NOTE 5 - PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

NOTE 5 - PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	June 30, 2015			December 31, 2014
	Successor			Predecessor
Property and equipment	$	1,470,962		$	101,994
Less: accumulated depreciation		(479,164	)		(36,541	)
	$	991,798		$	65,453

Depreciation expense, computed on the basis of three to five year useful lives for all property and equipment, was $60,631, $5,100 and $9,963 for the three months ended June 30, 2015 (Successor), the three months ended March 31, 2015 (Predecessor), and the six months ended June 30, 2014 (Predecessor), respectively.

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NOTE 5 - PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($)	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Value after accumulated depreciation		$ 991,798
Successor [Member]
Property and equipment		1,470,962
Less: accumulated depreciation		(479,164)
Value after accumulated depreciation		$ 991,798
Predecessor [Member]
Property and equipment			$ 101,994
Less: accumulated depreciation			(36,541)
Value after accumulated depreciation	$ 65,453		$ 65,453

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Disclosure - NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details Narrative2) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Disclosure - Note 8 - Commitments And Contingencies Details
Monthly base rent		$ 4,709
Rent Expense	$ 24,500	9,500
Kegs lease expense	$ 2,000	$ 5,500

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NOTE 6 - Notes Payable and Capital Leases (Tables)

6 Months Ended

Jun. 30, 2015

Notes to Financial Statements

Notes Payable and Capital Leases

	March 31, 2015			December 31, 2014
Notes payable, net of unamortized discounts of $152,954 and $0, respectively	$	261,251		$	-
Related party debt, net of unamortized discounts of $72,912 and $0, respectively		37,838			-
Capital leases		7,253			12,923
		306,342			12,923
Less current portion, net of unamortized discounts of $40,690 and $0, respectively		(145,646	)		(7,910	)
Long-term portion, net of unamortized discounts of $185,176 and $0, respectively	$	160,696		$	5,013