-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0kEl6FFkALgcxoIUQt6CsBtPa0AGRtSXITPzxeuAB0CHRc42Xw5PmLmTCJKnSXG jXp1d96URSYK8HlxVaTPNQ== 0001144204-07-043409.txt : 20070814 0001144204-07-043409.hdr.sgml : 20070814 20070814154735 ACCESSION NUMBER: 0001144204-07-043409 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENDOCINO BREWING CO INC CENTRAL INDEX KEY: 0000919134 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 680318293 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13636 FILM NUMBER: 071054848 BUSINESS ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 BUSINESS PHONE: 7077441015 MAIL ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 10-Q 1 v084677_10-q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended June 30, 2007
 
¨
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from       to    
 
Commission file number 1-13636
 
Mendocino Brewing Company, Inc.
(Exact name of Registrant as Specified in its Charter)
 
 California
(State or Other Jurisdiction of
Incorporation or Organization) 
 68-0318293
(IRS Employer
Identification No.)
 
1601 Airport Road, Ukiah, CA 95482
(Address of principal executive offices)
 
(707) 463-6610
(Registrant's Telephone Number, Including Area Code)
 
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act) (check one)
 
Large Accelerated Filer ¨    Accelerated Filer ¨    Non-Accelerated Filer ý
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X ]
 
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: The number of shares of the issuer's common stock outstanding as of August 14, 2007 is 11,991,686.
 

PART I
 
Item 1. Financial Statements.
 
MENDOCINO BREWING COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
 
   
June 30,
 
December 31,
 
   
2007
 
2006
 
Assets
 
(unaudited)
 
(audited)
 
Current Assets
         
Cash
 
$
167,700
 
$
345,900
 
Accounts receivable, net of allowance for doubtful
             
accounts of $214,600 and $60,500, respectively
    8,041,700     7,903,100  
Inventories
    1,291,100     1,329,500  
Prepaid expenses
   
694,500
   
671,400
 
Total Current Assets
   
10,195,000
   
10,249,900
 
               
Property and Equipment
   
13,259,800
   
13,446,000
 
               
Other Assets
             
Deposits and other assets
    336,200     302,300  
Intangibles net of amortization
   
50,800
   
53,900
 
Total Other Assets
   
387,000
   
356,200
 
Total Assets
 
$
23,841,800
 
$
24,052,100
 
               
Liabilities and Stockholders' Equity
             
             
Secured lines of credit
 
$
4,667,800
 
$
3,934,300
 
Accounts payable
    6,192,700     7,164,300  
Accrued liabilities
    1,498,200     1,397,600  
Current maturities of notes to related parties
    120,400     117,500  
Current maturities of obligations under long-term debt
    245,700     236,500  
Current maturities of obligations under capital leases
   
81,200
   
83,100
 
Total Current Liabilities
    12,806,000     12,933,300  
               
Long-Term Liabilities
             
Notes to related parties including accrued
             
interest of $910,600 and $818,000, respectively
    3,307,500     3,321,000  
Long term debt, less current maturities
    4,099,300     4,226,700  
   
19,500
   
65,600
 
Total Long-Term Liabilities
    7,426,300     7,613,300  
               
Total Liabilities
   
20,232,300
   
20,546,600
 
               
Stockholders' Equity
             
Preferred stock, Series A, no par value, with aggregate liquidation
             
preference of $227,600;10,000,000 shares authorized,
             
227,600 shares issued and outstanding
    227,600     227,600  
Common stock, no par value: 30,000,000 shares authorized,
             
11,991,686 and 11,628,174 shares issued and outstanding
    14,902,300     14,815,300  
Accumulated comprehensive income
    75,600     124,400  
Accumulated deficit
   
(11,596,000
)
 
(11,661,800
)
Total Stockholders' Equity
   
3,609,500
   
3,505,500
 
               
 Total Liabilities and Stockholders' Equity
 
$
23,841,800
 
$
24,052,100
 

See accompanying notes to these condensed financial statements.
1


MENDOCINO BREWING COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
THREE MONTHS ENDED
June 30
 
SIX MONTHS ENDED
June 30
 
   
2007
 
2006
 
2007
 
2006
 
Sales
 
$
9,664,700
 
$
8,504,200
 
$
18,085,100
 
$
15,932,300
 
Excise taxes
   
199,700
   
175,600
   
362,000
   
331,600
 
Net sales
   
9,465,000
   
8,328,600
   
17,723,100
   
15,600,700
 
Cost of goods sold
   
6,694,400
   
5,846,900
   
12,462,300
   
10,860,200
 
Gross profit
   
2,770,600
   
2,481,700
   
5,260,800
   
4,740,500
 
Operating expenses
                         
  Marketing and distribution
   
1,491,900
   
1,104,700
   
2,598,400
   
2,363,200
 
  General and administrative
   
1,140,500
   
1,562,100
   
2,077,400
   
2,538,200
 
Total operating expenses
   
2,632,400
   
2,666,800
   
4,675,800
   
4,901,400
 
Income (loss) from operations
   
138,200
   
(185,100
)
 
585,000
   
(160,900
)
Other income (expense)
                         
  Other income
   
15,300
   
14,200
   
22,100
   
16,600
 
  Profit (Loss) on sale of equipment
   
(4,300
)
 
--
   
(4,300
)
 
(1,100
)
  Interest expense
   
(267,400
)
 
(285,200
)
 
(530,600
)
 
(539,600
)
Total other expenses
   
(256,400
)
 
(271,000
)
 
(512,800
)
 
(524,100
)
Income (loss) before income taxes
   
(118,200
)
 
(456,100
)
 
72,200
   
(685,000
)
Provision for income taxes
   
3,100
   
400
   
6,400
   
400
 
Net income (loss)
 
$
(121,300
)
$
(456,500
)
$
65,800
 
$
(685,400
)
Other comprehensive (loss), net of tax 
Foreign Currency Translation Adjustment
   
(32,500
)
 
(37,100
)
 
(48,800
)
 
(43,400
)
Comprehensive income (loss)
 
$
(153,800
)
$
(493,600
)
$
17,000
 
$
(728,800
)
Net income (loss) per common share - basic and diluted
   
(0.01
)
 
(0.04
)
 
0.01
   
(0.06
)
Weighted average common shares outstanding basic and diluted
   
11,809,930
   
11,473,914
   
11,719,052
   
11,473,914
 

See accompanying notes to these condensed financial statements.
2


MENDOCINO BREWING COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
 Six Months Ended June 30
 
   
2007
 
2006
 
CASH FLOWS FROM OPERATING ACTIVITIES
         
  Net income (Loss)
 
$
65,800
 
$
(685,400
)
    Adjustments to reconcile net income (loss) to net cash from operating activities:
             
      Depreciation and amortization
   
541,500
   
471,200
 
    Allowance for doubtful accounts
   
154,100
   
554,300
 
    Loss on sale of assets
   
4,300
   
1,100
 
      Interest accrued on related party notes
   
92,600
   
87,100
 
      Stock issued for services
   
55,000
   
--
 
    Changes in:
             
Accounts receivable
   
(139,700
)
 
(517,700
)
Inventories
   
38,400
   
(118,800
)
Prepaid expenses
   
(13,200
)
 
(181,000
)
Deposits and other assets
   
(78,300
)
 
(28,800
)
    Accounts payable
   
(1,096,400
)
 
503,800
 
Accrued liabilities
   
115,000
   
(13,600
)
        Net cash used in operating activities:
   
(260,900
)
 
72,200
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
             
Purchases of property, equipment, and leasehold improvements
   
(293,100
)
 
(287,300
)
Proceeds from sale of fixed assets
   
5,500
   
3,600
 
        Net cash used in investing activities:
   
(287,600
)
 
(283,700
)
CASH FLOWS FROM FINANCING ACTIVITIES
             
Net borrowing on line of credit
   
662,500
   
548,100
 
Repayment on long-term debt
   
(236,400
)
 
(320,200
)
Payments on obligation under capital leases
   
(40,100
)
 
(82,900
)
Net cash used in financing activities:
   
386,000
   
145,000
 
               
EFFECT OF EXCHANGE RATE CHANGES ON CASH
   
(15,700
)
 
(5,700
)
NET CHANGE IN CASH
   
(178,200
)
 
(72,200
)
CASH, beginning of period
   
345,900
   
247,700
 
CASH, end of period
 
$
167,700
 
$
175,500
 
SUPPLEMENTAL CASH FLOW INFORMATION
             
  Cash paid during the period for:
             
  Interest
 
$
438,000
 
$
452,500
 
  Income taxes
 
$
6,400
 
$
400
 
  Non-cash investing and financing activity
             
  Seller Financed equipment
 
$
--
 
$
90,900
 

See accompanying notes to these condensed financial statements.
3

 

MENDOCINO BREWING COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
(Unaudited)
 
1. Description of Operations and Summary of Significant Accounting Policies
 
Description of Operations
 
Mendocino Brewing Company, Inc., (the "Company" or "MBC"), has operating subsidiaries, Releta Brewing Company, ("Releta"), and United Breweries International, Limited (UK), ("UBIUK"). In the United States, MBC and its subsidiary, Releta, operate two breweries that produce beer for the specialty "craft" segment of the beer market. The breweries are located in Ukiah, California and Saratoga Springs, New York. The Company also owns and operates a brewpub and gift store located in Hopland, California. The majority of sales for Mendocino Brewing Company are in California. The Company brews several brands, of which Red Tail Ale is the flagship brand. In addition, the Company performs contract brewing for several other brands, and MBC holds the license to distribute Kingfisher Lager in the US.
 
The Company's UK subsidiary, UBIUK, is a holding company for UBSN Limited. UBSN is a distributor of alcoholic beverages, mainly Kingfisher Lager, in the United Kingdom and Europe. The distributorship is located in Faversham, Kent in the United Kingdom.
 
Principles of Consolidation
 
The consolidated financial statements present the accounts of Mendocino Brewing Company, Inc., and its wholly-owned subsidiaries, Releta Brewing Company, LLC, and UBIUK. All inter-company balances, profits and transactions have been eliminated.
 
Basis of Presentation and Organization
 
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The financial statements and notes are representations of the management and the Board of Directors, who are responsible for their integrity and objectivity.
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, except as otherwise indicated, considered necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented. These condensed financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, which contains additional financial and operating information and information concerning the significant accounting policies followed by the Company.
 
Operating results for the six months ended June 30, 2007, are not necessarily indicative of the results that may be expected for the year ending December 31, 2007 or any future period.
 
SIGNIFICANT ACCOUNTING POLICIES
 
There have been no significant changes in the Company's accounting policies during the six months ended June 30, 2007 compared to what was previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2006 except for the adoption of FIN 48, “Accounting for uncertainty in Income Taxes”.
 
4

The Company has adopted EITF - 01-09 "Accounting for Consideration Given by a Vendor to a Customer (including a Reseller of the Vendor's Products)". This EITF requires that certain cash consideration paid to customers for services or placement fees are to be reported as a reduction in revenue rather than as an expense. The Company has reclassified these items on the income statement as a reduction in revenue and as a corresponding reduction in marketing and selling expenses. This reclassification has no impact on net income.
 
Cash and Cash Equivalents, Short and Long-Term Investments
 
For purposes of cash flows, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Other investments with maturities less than twelve months from the balance sheet date are considered short-term investments, and those with maturities greater than twelve months from the balance sheet date are considered long-term investments.
 
Deferred Financing Costs
 
Costs relating to obtaining financing are capitalized and amortized over the term of the related debt. Deferred financing costs were $311,300, and the related accumulated amortization at June 30, 2007 was $65,000. Amortization of deferred financing costs charged to operations was $32,700 and $1,400 for the six months ended June 30, 2007 and 2006, respectively. The Company will continue to amortize these fees until 2011. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to operations.
 
Concentration of Credit Risks
 
Financial instruments that potentially subject the Company to credit risk consist principally of trade receivables, cash deposits in excess of FDIC limits, and assets located in the United Kingdom. Substantially all of the Company's cash deposits are deposited with commercial banks in the US and the UK.
 
Wholesale distributors account for substantially all accounts receivable; therefore, this risk concentration is limited due to the number of distributors and the laws regulating the financial affairs of distributors of alcoholic beverages. The Company has approximately $75,100 in cash deposits and $5,616,800 of accounts receivable due from customers located in the United Kingdom as of June 30, 2007.
 
Income Taxes
 
The Company accounts for its income taxes using the Financial Accounting Standards Board Statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which requires the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carryforwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.
 
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards. A valuation allowance is established to reduce the deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized. Management believes that sufficient uncertainty exists regarding the future realization of deferred tax assets and, accordingly, a full valuation allowance has been provided against net deferred tax assets. Tax expense has taken into account any change in the valuation allowance for deferred tax assets where the realization of various deferred tax assets is subject to uncertainty.
 
5

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation 48 ("FIN 48"), Accounting for Uncertainty in Income Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS 109, Accounting for Income Taxes. FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. This interpretation is effective for fiscal years beginning after December 15, 2006.
 
The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, the Company had no changes in the carrying value of its tax assets or liabilities for any unrecognized tax benefits.
 
Stock-Based Compensation
 
On January 1, 2006, the Company adopted SFAS 123(R) which requires the measurement and recognition of compensation expense for all share-based awards made to employees and directors, including employee stock options and employee stock purchases, based on estimated fair values. The Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 ("SAB 107") relating to SFAS 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R).
 
During the six months ended June 30, 2007 and 2006, the Company did not grant any options or warrants. Additionally, as of January 1, 2006, all outstanding stock options were fully vested.
 
Basic and Diluted Earnings (Loss) per Share
 
In accordance with SFAS No. 128, "Earnings Per Share," the basic net income (loss) per share is computed by dividing the income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by weighted average number of common shares and dilutive potential common shares outstanding during the period.
 
The following is a reconciliation of the number of shares used in the calculation of basic earnings per share for the three and six months period ended June 30, 2007 and 2006:
 
       
Three months ended
 
 Six months ended
 
       
6/30/2007
 
6/30/2006
 
 6/30/2007
 
6/30/2006
 
Net income (loss)
       
$
(121,300
)
 
(456,500
)
$
65,800
   
(685,400
)
Weighted average common shares outstanding
         
11,809,930
   
11,473,914
   
11,719,052
   
11,473,914
 
Incremental shares from assumed exercise of dilutive securities
         
-
   
-
   
-
   
-
 
Dilutive potential common shares
         
11,809,930
   
11,473,914
   
11,719,052
   
11,473,914
 
Net earnings per share
Basic
Diluted
 
 
 
   
$
$
(0.01
(0.01
)
)
 
(0.04
(0.04
)
)
$
$
0.01
0.01
   
(0.06
(0.06
)
)
 
6

The following securities were not included in the computation of diluted net earnings per share as their effect would have been anti dilutive:
 
   
Three months ended
 
 Six months ended
 
 
   
6/30/2007 
   
6/30/2006
   
6/30/2007
   
6/30/2006
 
Option to purchase common stock
   
-
   
240,385
   
-
   
240,385
 
Subordinated convertible notes
   
1,883,999
   
1,729,580
   
1,883,999
   
1,759,500
 
 
Foreign Currency Translation
 
The assets and liabilities of UBIUK were translated at the United Kingdom pound sterling - U.S. dollar exchange rates in effect at June 30, 2007 and December 31, 2006, and the statements of operations were translated at the average exchange rates for each of the six months ended June 30, 2007 and 2006. Gains and losses resulting from the translations were deferred and recorded as a separate component of consolidated stockholders' equity. Cash at UBIUK was translated at exchange rates in effect at June 30, 2007 and December 31, 2006, and its cash flows were translated at the average exchange rates for each of the six months ended June 30, 2007 and 2006. Changes in cash resulting from the translations are presented as a separate item in the statements of cash flows.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America includes having the Company make estimates and assumptions affecting the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. The amounts estimated could differ from actual results. Significant estimates include the allowance for bad debts, depreciation and amortization periods, and the future utilization of deferred tax assets. The Company has determined that deferred tax assets associated with net operating loss carryforwards in the US may expire prior to utilization. The Company has placed a valuation allowance on these assets in the US.
 
Comprehensive Income (Loss)
 
Comprehensive income (loss) is composed of the Company's net income (loss) and changes in equity from non-stockholder sources. The accumulated balances of these non-stockholder sources are reflected as a separate item in the equity section of the balance sheet.
 
7

The components of other comprehensive income for the three months and six months ended June 30, 2007 and 2006 are reflected as a separate item in the statement of operations.
 
Reportable Segments
 
The Company manages its operations through three business segments: brewing operations, tavern and tasting room operations (domestic) and distributor operations (international). The international business segment sells the Company's products outside the U.S.
 
The Company evaluates performance based on net operating profit. Where applicable, portions of the administrative function expenses are allocated between the operating segments. The operating segments do not share manufacturing or distribution facilities. In the event any materials and/or services are provided to one operating segment by the other, the transaction is valued according to the company's transfer policy, which approximates market price. The costs of operating the manufacturing plants are captured discretely within each segment. The Company's property, plant and equipment, inventory, and accounts receivable are captured and reported discretely within each operating segment.
 
Reclassifications
 
Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net losses or accumulated deficit.
 
Recent Accounting Pronouncements
 
In June 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-11, "Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards." EITF 06-11 provides for the recognition and classification of deferred taxes associated with dividends or dividend equivalents on nonvested equity shares or nonvested equity share units (including restricted stock units (RSUs)) that are paid to employees and charged to retained earnings.  This issue is effective for annual periods beginning after September 15, 2007.  Also in June 2007, the EITF ratified EITF Issue No. 07-3, "Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development Activities."  EITF 07-3 provides that nonrefundable advance payments made for goods or services to be used in future research and development activities should be deferred and capitalized until such time as the related goods or services are delivered or are performed, at which point the amounts would be recognized as an expense. EITF 07-3 is effective for fiscal years beginning after December 15, 2007. The Company has evaluated the potential impact of these issues and anticipates that they will have no material impact on the Company's financial position and results of operations.
 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force ("EITF")), the American Institute of Certified Public Accountants ("AICPA"), and the SEC did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 
2. Liquidity and Management Plans
 
At June 30, 2007, the Company had cash and cash equivalents of $167,700, a working capital deficit of $2,611,000 and an accumulated deficit of $11,596,000. Additionally, the Company has a history of past losses as infrastructure costs were incurred in advance of obtaining customers.
 
8

Management has taken several actions to ensure that the Company will have sufficient cash for its working capital needs through June 30, 2008, including obtaining a secured line of credit, reducing discretionary expenditures, and obtaining additional debt financing. During fiscal year 2006, the Company obtained additional debt financing and repaid certain indebtedness and raised additional working capital. Management believes that these actions combined with increased sales will enable the Company to meet its working capital needs through June 30, 2008.
 
3. Inventories
 
Inventories are stated at the lower of average cost or market and consist of the following:
 
   
30-Jun-07
 
31-Dec-06
 
Raw Materials
 
$
479,200
 
$
481,900
 
Beer-in-process
    259,400     199,600  
Finished Goods
    532,400     630,000  
Merchandise
   
20,100
   
18,000
 
TOTAL
 
$
1,291,100
 
$
1,329,500
 

4. Line of Credit and Note Payable
 
In November 2006, Marquette Business Credit, Inc. provided a line of credit drawable up to 85% of eligible receivables and 60% of eligible inventory for a period up to June 2011. The borrowings were collateralized, with recourse, by certain eligible trade receivables up to a maximum percentage of 85% of the qualified net amounts of such receivables of each of MBC and Releta and 60% of MBC's and Relata's eligible inventory located in the US. This facility carries interest at a rate of one-month LIBOR plus 4.25% and is secured by substantially all of the assets, excluding real property, of Releta and MBC. The amount outstanding on this line of credit as of June 30, 2007 was approximately $1,563,100.
 
The Company retains the right to recall any of the collateralized receivables under the line of credit, and the receivables are subject to recourse. Therefore, the transaction does not qualify as a sale under the terms of Financial Accounting Standards Board Statement No. 125 (Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities). Included in the Company's Balance Sheets as Accounts receivable at June 30, 2007, are account balances totaling $2,200,400 of uncollected accounts receivables collateralized to the financial institution under this facility.
 
On April 26, 2005, Royal Bank of Scotland Commercial Services Limited ("RBS") provided an invoice discounting facility to UBSN Limited for a maximum amount of £1,750,000 based on 80% prepayment against qualified accounts receivable related to UBSN's customers in the United Kingdom. The initial term of the facility was for a one year period after which time the facility could be terminated by either party by providing the other party within six months notice. The facility carries an interest rate of 1.38% above the RBS base rate and a service charge of 0.10% of each invoice discounted. The amount outstanding on this line of credit as of June 30, 2007 was approximately $3,104,700.
 
9

5. Long-Term Debt
 
Maturities of long-term debt for succeeding years are as follows:
 
   
2007
 
2006
 
Note to a financial institution, payable in monthly installments of $18,200, plus interest at one month LIBOR plus 5.25% with a balloon payment of $544,600 in June 2011; secured by substantially all of the assets of Releta Brewing Company and Mendocino Brewing Company, excluding real property at Ukiah.
 
$
1,397,900
 
$
1,506,900
 
               
Note to a financial institution, payable in monthly installments of $27,300 including interest at the prime rate plus 1.75% with a balloon payment of approximately $2,867,900 in June 2011 (net of discount of $29,600).
    2,947,100     2,956,300  
      4,345,000     4,463,200  
               
Less current maturities
    245,700     236,500  
   
$
4,099,300
 
$
4,226,700
 
 
6. Notes to Related Party
 
Subordinated Convertible Notes Payable
 
Notes payable to a related party consist of unsecured convertible notes to United Breweries of America (UBA) for a total value of $1,915,400, with interest at the prime rate plus 1.5%, but not to exceed 10% per year. The UBA notes have accrued interest of $910,600 and $818,000 as at June 30, 2007 and December 31, 2006, respectively. The UBA notes are convertible into common stock at $1.50 per share. The UBA notes were extended until June 2008. UBA may demand payment within 60 days of the end of the extension period but is precluded from doing so because the notes are subordinated to long-term debt agreements with Grand Pacific Financing Corporation and Marquette Business Credit, both maturing in June 2011. Therefore, the Company will not require the use of working capital to repay any of the UBA notes until the above-mentioned facilities are repaid. Accordingly, the entire amount due under the UBA notes is classified as a long term liability.
 
5% Notes Payable
 
Notes payable also include an unsecured loan from Shepherd Neame Limited to UBSN Limited payable in annual installments of $118,100 with interest at 5% per year beginning June 2003 and maturing June 2013. The amounts outstanding under this loan as of June 30, 2007 and December 31, 2006 were $601,900 and $705,100, respectively, including current maturities of $120,400 and $117,500 on those dates.
 
7. Commitments and Contingencies
 
Legal
 
The Company is periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The Company is not currently aware of any legal proceedings or claims that the Company believes will have, individually or in the aggregate, a material adverse effect on the Company's financial position or results of operations.
 
10

Operating Leases
 
The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2009 and provide for renewal options ranging from month-to-month to five year terms. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases which are generally meant to correlate with the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay executory costs (real estate taxes, insurance and repairs).
 
The Company and its subsidiaries have various lease agreements for the brewpub and gift store in Hopland, California; a sales office in Petaluma, California; land at its Saratoga Springs, New York, facility; a building in the United Kingdom; and certain personal property. The land lease includes a renewal option for two additional five-year periods, which the Company intends to exercise, and some leases are adjusted annually for changes in the consumer price index. The leases begin expiring in 2007.
 
Keg Management Agreement
 
In September 2004, the Company renewed the keg management agreement with MicroStar Keg Management LLC. Under this arrangement, MicroStar provides all kegs for which the Company pays a service fee between $5 and $15, depending on territory. The agreement is effective for five years ending in September 2009. If the agreement is terminated, the Company is required to purchase three times the average monthly keg usage for the preceding six-month period from MicroStar at purchase prices ranging from $54 to $84 per keg. The Company expects to continue this relationship.
 
8. Related-Party Transactions
 
MBC and its subsidiaries have entered into or amended several agreements with affiliated and related entities. Among these were a Market Development Agreement, a Distribution Agreement, and a Brewing License Agreement between MBC and UBSN; a Distribution Agreement between UBI and UBSN; a Trademark Licensing Agreement between MBC and Kingfisher of America, Inc.; and a License Agreement between UBI and UB Limited. UBSN is a party to a brewing agreement and a loan agreement with Shepherd Neame Limited ("Shepherd Neame"). Additional information about these transactions may be found in the Company's annual report on Form 10-K for the year ended December 31, 2006.
 
The following table reflects the value of the transactions for the six months ended June 30, 2007 and 2006 and the balances outstanding as of June 30, 2007 and 2006.
 
   
2007
 
2006
 
Sales to Shepherd Neame
 
$
2,124,100
 
$
1,573,600
 
Purchases from Shepherd Neame
 
$
9,110,700
 
$
6,886,100
 
Expense reimbursement to Shepherd Neame
 
$
624,000
 
$
481,700
 
Interest expense associated with UBA convertible notes payable
 
$
92,600
 
$
87,100
 
Accounts payable to Shepherd Neame
 
$
4,612,400
 
$
4,236,700
 
Accounts receivable from Shepherd Neame
 
$
509,600
 
$
632,500
 

11


9. Stockholders' Equity
 
The following table summarizes equity transactions during the six months ended June 30, 2007. 
 
 
Series A
Preferred Stock
 
Common Stock
Other Comprehensive 
Accumulated  
Total  
 
Shares 
Amount 
 
Shares 
Amount 
Income / (Loss) 
Deficit 
Equity 
                 
Balance,
December 31, 2006
227,600
$ 227,600
 
11,628,174
$14,815,300
$ 124,400
$ (11,661,800)
$ 3,505,500
Stock issued for accrued compensation
     
113,512
32,000
   
32,000
Stock issued for services
     
250,000
55,000
   
55,000
Net Income
-
-
 
-
-
-
65,800
65,800
                 
Currency Translation Adjustment
-
-
 
-
-
(48,800)
-
(48,800)
                 
Balance, June 30, 2007
227,600
$ 227,600
 
11,991,686
$14,902,300
$ 75,600
$ (11,596,000)
$ 3,609,500
 
The following table summarizes equity transactions during the six months ended June 30, 2006.
 
 
Series A
Preferred Stock
 
Common Stock
Other Comprehensive 
Accumulated  
Total  
 
Shares 
Amount 
 
Shares 
Amount 
Income / (Loss) 
Deficit 
Equity 
Balance,
December 31, 2005
227,600
$ 227,600
 
11,473,914
$14,747,300
$ 130,400
$ (10,231,200)
$ 4,874,100
                 
Net Loss
-
-
 
-
-
-
(685,400)
(685,400)
                 
Currency Translation Adjustment
-
-
 
-
-
(43,400)
-
(43,400))
                 
Balance, June 30, 2006
227,600
$ 227,600
 
11,473,914
$14,747,300
$ 87,000
$ (10,916,600)
$ 4,145,300
 
Independent outside members of the Board of Directors are compensated for attending Board of Directors and committee meetings.
 
Preferred Stock
 
Ten million shares of preferred stock have been authorized, of which 227,600 are designated as Series A. Series A shareholders are entitled to receive cash dividends and/or liquidation proceeds equal, in the aggregate, to $1.00 per share before any cash dividends are paid on the common stock or any other series of preferred stock. When the entire Series A dividend/liquidation proceeds have been paid, the Series A shares are automatically canceled and will cease to be outstanding. Only a complete corporate dissolution will cause a liquidation preference to be paid.
 
12

10. Stock Option Plan
 
Under the 1994 Stock Option Plan, which expired during 2004, the Company could issue options to purchase up to 1,000,000 shares of common stock. The Plan provided for both incentive stock options, as defined in Section 422 of the Internal Revenue Code, and options that did not qualify as incentive stock options.
 
The exercise price of incentive options was no less than the fair-market value of the Company's stock at the date the option was granted, while the exercise price of non-statutory options was no less than 85% of the fair-market value per share on the date of grant. Options granted to a person possessing more than 10% of the combined voting power of all classes of the Company's stock had an exercise price of no less than 110% of the fair-market value of the Company's stock at the date of grant. During 2002, 240,385 non-statutory stock options with a five-year term were issued to the independent members of the Board of Directors at the market price on the date of grant. All options were exercisable at the date of grant and expired on January 3, 2007.
 
General Option Information
 
The following is a summary of changes to outstanding stock options during the six months ended June 30, 2007:
 
   
Number of
 
Weighted Average
 
Options
 
Share Options
 
Exercise Price
 
           
Outstanding at December 31, 2006
   
240,385
 
$
0.52
 
Granted
   
-
    -  
Exercised
   
-
    -  
Expired
   
(240,385
)
$
0.52
 
Outstanding at June 30, 2007
   
-
   
-
 
               
 
All the options outstanding at the beginning of the 2007 fiscal year expired on January 3, 2007.
 
 
Valuation and Expense Information under SFAS 123(R)
 
On May 14, 2007, the Company issued 113,512 shares of common stock valued at $0.28 per share for a total value of $32,000 against accrued compensation for the year 2006 and 250,000 shares of common stock valued at $0.22 per share for a total value of $55,000 as directors compensation for the year 2007. The trading price of the Company’s stock as of the date of issue was $0.22. The amount is included as a component of general and administrative expenses.
 
13

 
The Company's business presently consists of three segments. The first is brewing for wholesale to distributors and other retailers. The second consists of distributing alcoholic beverages to retail establishments and restaurants in the United Kingdom and Europe. The third segment consists of beer for sale along with merchandise at the Company's brewpub and retail merchandise store located at the Hopland brewery and at the Saratoga Springs brewery. A summary of each segment is as follows:
 
   
Six months ended June 30, 2007 
   
Domestic
Operations
 
European
Territory
 
Retail
Operations
 
Corporate &
Others 
   
Total
 
Sales
 
$
7,080,100
 
$
10,870,600
 
$
134,400
 
$
-
 
$
18,085,100
 
Operating Profit/(Loss)
 
$
457,600
 
$
95,900
 
$
31,500
 
$
-
 
$
585,000
 
Identifiable Assets
 
$
12,524,200
 
$
8,268,300
 
$
63,700
 
$
2,985,600
 
$
23,841,800
 
Depreciation & Amortization
 
$
256,200
 
$
272,900
 
$
2,100
 
$
10,300
 
$
541,500
 
Capital Expenditures
 
$
16,400
 
$
276,700
 
$
-
 
$
-
 
$
293,100
 
 
   
Six months ended June 30, 2006
   
 Domestic
Operations
 
European
Territory 
 
Retail
Operations 
 
Corporate & 
Others 
 
 Total 
 
Sales
 
$
6,250,400
 
$
9,591,300
 
$
90,600
 
$
-
 
$
15,932,300
 
Operating Profit/(Loss)
 
$
468,300
 
$
(640,400
)
$
11,200
 
$
-
 
$
(160,900
)
Identifiable Assets
 
$
12,737,000
 
$
7,976,200
 
$
62,100
 
$
2,470,100
 
$
23,245,400
 
Depreciation & Amortization
 
$
220,100
 
$
234,800
 
$
2,300
 
$
14,000
 
$
471,200
 
Capital Expenditures
 
$
91,600
 
$
286,600
 
$
-
 
$
-
 
$
378,200
 

 
12. Unrestricted Net Assets
 
The Company's wholly-owned subsidiary, UBI, has undistributed losses of approximately $178,200 as of June 30, 2007. Under UBSN's line of credit agreement with RBS, distributions and other payments to the Company from its subsidiary are not permitted if the retained earnings drops below approximately $2,000,000. Condensed financial information of the parent company, Mendocino Brewing Company, Inc. together with its other subsidiary, Releta Brewing Company is as follows:
 
   
June 30, 2007
(unaudited)
 
December 31, 2006 (audited)
 
Assets
     
Cash
 
$
92,600
 
$
55,700
 
Accounts receivable
    2,200,400     1,812,300  
Inventories
    1,291,100     1,329,500  
Other current assets
   
298,300
   
209,100
 
Total current assets
    3,882,400     3,406,600  
               
Investment in UBI
    1,225,000     1,225,000  
Property and equipment
    11,307,300     11,526,800  
Other assets
    383,800     349,900  
Total assets
 
$
16,798,500
 
$
16,508,300
 
               
Liabilities and Stockholders' Equity
     
Line of credit and note payable
 
$
1,563,100
 
$
1,363,600
 
Accounts payable
    1,187,600     1,333,000  
Accrued liabilities
    790,700     579,700  
Current maturities of debt and leases
   
257,700
   
246,200
 
Total current liabilities
    3,799,100     3,522,500  
               
Inter-company payable to UBI
    928,000     1,079,800  
Long-term debt and capital leases
    4,099,300     4,233,700  
Notes payable to related party
    2,826,000     2,733,400  
Total liabilities
   
11,652,400
   
11,569,400
 
               
Stockholders' equity
             
Common stock
    14,902,300     14,815,300  
Preferred stock
    227,600     227,600  
Accumulated deficit
   
(9,983,800
)
 
(10,104,000
)
Total stockholders' equity
    5,146,100     4,938,900  
Total liabilities and stockholders' equity
 
$
16,798,500
 
$
16,508,300
 

14

 
12. Unrestricted Net Assets (continued)
 
Statements of Operations
 
Quarter ended June 30
 
Six months ended June 30
 
   
2007
 
2006
 
2007
 
2006
 
 
 
 (unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
Net sales
 
$
3,795,000
 
$
3,157,800
 
$
6,852,500
 
$
6,009,400
 
Cost of goods sold
    2,706,900     2,178,700     4,853,700     4,142,900  
Selling, marketing, and retail expenses
    343,100     294,100     628,600     608,100  
General and administrative expenses
   
506,600
   
456,800
   
927,300
   
828,900
 
Income from operations
    238,400    
228,200
   
442,900
   
429,500
 
                           
Other (income)
    (45,800 )   (44,200 )   (82,300 )   (77,800 )
Interest expense
    199,900     206,900     398,600     404,800  
Provision for taxes
   
3,100
   
400
   
6,400
   
-
 
   
$
81,200
 
$
65,100
 
$
120,200
 
$
102,500
 


Statements of Cash Flows
 
Six months ended June 30
 
   
2007
 
2006
 
   
(unaudited)
 
(unaudited)
 
Cash flows from operating activities
 
$
125,800
 
$
201,200
 
Purchase of property and equipment
    (16,400 )   (91,600 )
Proceeds from sale of fixed assets
    2,700     -  
Net borrowing (repayment) on line of credit
    199,500     317,900  
Repayment on long term debt
    (118,200 )   (212,800 )
Payment on obligation under capital lease
    (4,700 )   (47,500 )
Net change in payable to UBI
    (151,800 )   (161,300 )
Increase (decrease) in cash
    36,900     5,900  
Cash, beginning of period
    55,700     11,500  
Cash, end of period
 
$
92,600
 
$
17,400
 
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion summarizes the significant factors affecting the consolidated operating results for the six months and three months ended June 30, 2007, compared to the six months and three months ended June 30, 2006, financial condition and liquidity/cash flows of the Company for the six months ended June 30, 2007 compared to the six months ended June 30, 2006. This discussion should be read in conjunction with the Consolidated Financial Statements and Notes included in the company's Annual Report on Form 10-K for the year ended December 31, 2006.
 
15

In this Report, the term "the Company" and its variants is generally used to refer to Mendocino Brewing Company, Inc. and its subsidiaries, while the term "MBC" is used to refer to Mendocino Brewing Company, Inc. as an individual entity standing alone.
 
Forward Looking Statements
 
Various portions of this Quarterly Report, including but not limited to the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations," contain forward-looking information. Such information involves risks and uncertainties that are based on current expectations, estimates and projections about the Company's business, Management's beliefs, and assumptions made by Management. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and variations of those and similar words are intended to identify such forward-looking information. Any forward-looking statements made by the Company are intended to provide investors with additional information with which they may assess the Company's future potential. All forward-looking statements are based on assumptions about an uncertain future and are based on information available at the date such statements are made. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking information due to numerous factors, including but not limited to: changes in the pricing environment for the Company's products; changes in demand for malt beverage products in different Company markets; changes in distributor relationships or performance; changes in customer preference for the Company's malt beverage products; regulatory or legislative changes; the impact of competition; changes in raw materials prices; availability of financing for operations; changes in interest rates; changes in the company's European beer and/or restaurant business, and other risks discussed elsewhere in this Quarterly Report and from time to time in the Company's Securities and Exchange Commission (the "Commission") filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and in general domestic and European economic and political conditions. The Company undertakes no obligation to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made or to publicly release the results of any revision to these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
 
Critical Accounting Policies
 
In the ordinary course of business, the Company has made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. The Company believes that the following discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's financial condition and results. The Company constantly re-evaluates these significant factors and makes adjustments where facts and circumstances dictate. Historically, actual results have not significantly deviated from those determined using the necessary estimates inherent in the preparation of financial statements. Estimates and assumptions include, but are not limited to, customer receivables, inventories, assets held for sale, fixed asset lives, contingencies and litigation. The Company has also chosen certain accounting policies when options were available, including the following:
 
16

·  
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company's evaluation is based on an estimate of the future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. Long-lived assets are written down to their estimated net fair value calculated using a discounted future cash flow analysis in the event of an impairment. If circumstances related to the Company's long-lived assets change, the Company's valuation of the long-lived assets could materially change.
 
·  
The Company evaluates the realizability of its deferred tax assets quarterly by assessing the need for and amount of the valuation allowance. This evaluation is based on an assessment of the Company's ability to generate future U.S. taxable income. Results of operations in recent years are considered in the assessment. The Company records a valuation allowance for the portion of its deferred tax assets that do not meet the recognition criteria of SFAS No. 109, "Accounting for Income Taxes." If circumstances related to the Company's ability to generate future U.S. taxable income change, the Company's evaluation of its deferred tax assets could materially change.
 
·  
The Company has adopted EITF - 01-09 "Accounting for Consideration Given by a Vendor to a Customer (including a Reseller of the Vendor's Products)". This EITF requires that certain cash consideration paid to customers for services or placement fees are to be reported as a reduction in revenue rather than as an expense. The Company has reclassified these items on the income statement as a reduction in revenue and as a corresponding reduction in marketing and selling expenses. This reclassification has no impact on net income.
 
These accounting policies are applied consistently for all periods presented. The Company's operating results would be affected if other alternatives were used. Information about the impact on operating results is included in the footnotes to the Company's consolidated financial statements.
 
Segment Information
 
Prior to 2001, the Company's business operations were exclusively located in the United States, where it was divided into two segments, manufacturing and distribution of beer, which accounted for the majority of the Company's gross sales, and retail sales (primarily at the Company's Hopland, California, tavern and merchandise store) which generally accounted for less than 5% of gross sales (by revenue). With the Company's acquisition of United Breweries International (UK), Ltd. ("UBI") in August 2001, however, the Company gained a new business segment, distribution of beer outside the United States, primarily in the U.K. and Ireland, continental Europe, and Canada (the "European Territory"). This segment accounted for 60% of the Company's gross sales during the first six months of the year 2007 as well as 2006, with the Company's United States operations, including manufacturing and distribution of beer as well as retail sales (the "Domestic Territory") accounting for the remaining 40% during the first six months of the year 2007 and 2006, respectively. With expanded wholesale distribution of beer and the closure of the restaurant at the Hopland facility, Management expects that retail sales, as a percentage of total sales, will decrease proportionally to the expected increase in the Company's wholesale sales.
 
17

Seasonality
 
Sales of the Company's products are somewhat seasonal. Historically, sales volumes in all geographic areas have been comparatively low during the first quarter of the calendar year in both the Company's Domestic Territory and European Territory. In the Domestic Territory, sales volumes have been stronger during the second and third quarters and slower again during the fourth quarter, while in the European Territory the fourth quarter has generated the highest sales volume. The volume of sales in any given area may also be affected by local weather conditions. Because of the seasonality of the Company's business, results for any one quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.
 
Summary of Financial Results
 
The Company ended the first six months of 2007 with a net profit of $65,800, as compared to a net loss of $685,400 for the same period in 2006. As set forth more fully under "Results of Operations" below, during the first six months of 2007 the Company experienced an increase in net sales of $2,122,400 as compared to the same period in 2006. Costs of goods sold increased by $1,602,100, marketing costs increased by $235,200, general and administrative costs decreased by $460,800, and interest expenses increased by $9,000, all of which contributed to the Company's results for the period.
 
Results of Operations
 
The following tables set forth certain items included in the Company's Statements of Operations, as a percentage of net sales, and certain items included in the Company's Balance Sheet. For additional information see the accompanying Financial Statements and Notes thereto.
 
Statements of Operations Data:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
   
2007
 
2006
 
2007
 
2006
 
  %   %   %   %  
Sales
   
102.1
   
102.1
   
102.1
   
102.1
 
Less Excise taxes
   
2.1
   
2.1
   
2.1
   
2.1
 
Net Sales
   
100.0
   
100.0
   
100.0
   
100.0
 
Costs of Sales
   
70.7
   
70.2
   
70.3
   
69.6
 
Gross Profit
   
29.3
   
29.8
   
29.7
   
30.4
 
Marketing
   
15.8
   
13.3
   
14.7
   
15.1
 
General and Administrative Expense
   
12.1
   
18.7
   
11.7
   
16.3
 
Profit (Loss) from Operations
   
1.4
   
(2.2
)
 
3.3
   
(1.0
)
Other Income / (Expense)
   
0.1
   
0.2
   
0.1
   
0.1
 
Interest Expense
   
(2.8
)
 
(3.4
)
 
(3.0
)
 
(3.5
)
Income/(Loss) before income taxes
   
(1.3
)
 
(5.4
)
 
0.4
   
(4.4
)
Provision for income taxes
   
0.00
   
0.00
   
0.00
   
0.00
 
Net income / (Loss)
   
(1.3
)
 
(5.4
)
 
0.4
   
(4.4
)
Other Comprehensive Income / (loss)
   
(0.3
)
 
(0.4
)
 
(0.3
)
 
(0.3
)
Comprehensive income / (Loss)
   
(1.6
)
 
(5.9
)
 
0.1
   
(4.7
)

18

   
Six Months Ended June 30,
 
   
2007
 
2006
 
Balance Sheet Data:
   $  
$
 
Cash and Cash Equivalents
   
167,700
   
175,500
 
Working Capital
   
(2,611,000
)
 
(3,989,400
)
Property and Equipment
   
13,259,800
   
13,207,600
 
Deposits and Other Assets
   
387,000
   
364,600
 
Total Assets
   
23,841,800
   
23,245,400
 
Long-term Debt (less current maturities)
   
4,099,300
   
2,096,900
 
Capital Lease (less current maturities)
   
19,500
   
146,500
 
Note payable to related parties (less current maturities)
   
3,307,500
   
3,194,100
 
Total Liabilities
   
20,232,300
   
19,100,100
 
Accumulated Deficit
   
(11,596,000
)
 
(10,916,600
)
Stockholder's equity
   
3,609,500
   
4,145,300
 
 
 
Three Months Ended June 30, 2007 Compared To
Three Months Ended June 30, 2006
 
Net Sales
 
Overall net sales for the second quarter of 2007 were $9,465,000, an increase of $1,136,400, or 13.6%, compared to $8,328,600 for the second quarter of 2006. The increase was mainly due to increased sales volume and increased selling prices.
 
Domestic Operations: Net sales for the second quarter of 2007 were $3,795,000 compared to $3,157,800 for the same period in 2006, an increase of $637,200, or 20.2%. Sales volume increased to 20,486 barrels in the second quarter of 2007 from 16,755 barrels in the second quarter of 2006, a net increase of 3,731 barrels, or 22.3%. The increase was mainly due to an increase of 3,161 barrels of contract brands. Sales of the Company’s domestic brands increased by 733 barrels, however, sales of Kingfisher brands decreased by 163 barrels.
 
European Territory: Net sales for the second quarter of 2007 were $5,670,000 (GBP 2,856,200) compared to $5,170,800 (GBP 2,836,900) during the corresponding period of 2006, an increase of $499,200, or 9.7%. During the second quarter of 2007, UBSN sold 16,536 barrels, compared to 17,153 barrels during the second quarter of 2006, representing a decrease of 617 barrels, or 3.6%. Exchange rate fluctuations increased the financial effect of the Company's growth in sales in its European Territory. When measured from period to period exclusively in Pounds Sterling (which is the basic currency of account for the European Territory), the Company's net sales in its European Territory increased by 0.7%.
 
Cost of Goods Sold
 
Cost of goods sold as a percentage of net sales during the second quarter of 2007 was 70.7%, as compared to 70.2% during the corresponding period of 2006.
 
Domestic Operations: Cost of goods sold as a percentage of net sales in the United States during the second quarter of 2007 was 71.3%, as compared to 69% during the corresponding period of 2006. This increase was mainly due to increases in the costs of raw materials and packaging materials.
 
European Territory: Cost of goods sold as a percentage of net sales in the United Kingdom during the second quarter of 2007 was 70.7%, as compared to 71.4% during the corresponding period in 2006 (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation).
 
19

Gross Profit
 
As a result of the higher sales described above, gross profit for the second quarter of 2007 increased to $2,770,600, from $2,481,700 during the corresponding period of 2006, representing an increase of $288,900 or 11.6%. As a percentage of net sales, gross profit during the second quarter of 2007 decreased to 29.3% from 29.8% for the second quarter of 2006.
 
Operating Expenses
 
Operating expenses for the second quarter of the year 2007 were $2,632,400, a decrease of $34,400, or 1.3%, as compared to $2,666,800 for the corresponding period of the year 2006. Operating expenses consist of marketing and distribution expenses and general and administrative expenses.
 
Marketing and Distribution Expenses: The Company's marketing and distribution expenses for the second quarter of 2007 were $1,491,900, as compared to $1,104,700 for the second quarter of 2006, representing an increase of $387,200 or 35.1%.
 
Domestic Operations: Expenses for the second quarter of 2007 were $343,100 compared to $294,100 during the corresponding period of 2006, representing an increase of $49,000 or 16.7%. As a percentage of net sales in the United States, the expenses decreased to 9% during the second quarter of 2007, compared to 9.3% during the corresponding period of 2006. The increase was mainly due to increases in salary expenses and travel costs resulting from increases to headcount during the year 2007 and increased promotional expenses.
 
European Territory: Expenses for the second quarter of 2007 were $1,148,800 compared to $810,600 during the corresponding period of 2006, (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation) representing an increase of $338,200 or 41.7%. As a percentage of net sales in the United Kingdom, the expenses increased to 20.3% during the second quarter of 2007 compared to 15.7% during the corresponding period of 2006 (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation). The increase resulted mainly from higher freight costs due to fuel price increases, higher sales commissions and salary increases to the Company's sales force.
 
General And Administrative Expenses: The Company's general and administrative expenses were $1,140,500 for the second quarter of the year 2007, representing a decrease of $421,600 or 27%, compared to $1,562,100 for the corresponding period in 2006.
 
Domestic Operations. Domestic general and administrative expenses were $506,600 for the second quarter of the year 2007, representing an increase of $49,800, or 10.9%, from $456,800 for the second quarter of the year 2006. The increase was primarily due to higher compensation expenses to directors due to increased meetings and a one time issue of stock compensation in lieu of options.
 
European Territory. General and administrative expenses related to the European Territory were $633,900 for the second quarter of the year 2007, representing a decrease of $471,400 or 42.6%, compared to general and administrative expenses of $1,105,300 for the second quarter of the year 2006 (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation). The decrease was mainly due to a significant decrease against the provision for bad debts during the second quarter of the year 2007 compared to the corresponding period in the previous year and a reduction in personnel costs due to temporary headcount reductions.
 
20

Other Expenses
 
Other expenses for the second quarter of 2007 totaled $256,400, representing a decrease of $14,600, or 5.4%, when compared to the second quarter of 2006 due to reduced interest expenses.
 
Income Taxes
 
The Company has a provision for income taxes of $3,100 for the second quarter of 2007, compared to $400 for the second quarter of 2006. The provision for taxes relates to the estimated amount of taxes that will be imposed by taxing authorities in the United States.
 
Net Profit / Loss
 
The Company's net loss for the second quarter of 2007 was $121,300, as compared to net loss of $456,500 for the second quarter of 2006. After providing for a negative foreign currency translation adjustment of $32,500 during the second quarter of 2007 (as compared to a negative currency translation adjustment of $37,100 for the same period in 2006), the comprehensive loss for the second quarter of 2007 was $153,800, compared to a net loss of $493,600 for the same period in 2006.

Six Months Ended June 30, 2007 Compared To
Six Months Ended June 30, 2006
 
Net Sales
 
Overall net sales for the first six months of the year 2007 were $17,723,100, an increase of $2,122,400, or 13.6%, compared to $15,600,700 for the same period in 2006.
 
Domestic Operations: Domestic net sales for first six months of the year 2007 were $6,852,500 compared to $6,009,400 for the same period in 2006, an increase of $843,100 or 14%. The sales volume increased to 36,500 barrels during the first six months of the year 2007 from 32,061 barrels in the first six months of the year 2006, representing an increase of 4,439 barrels or 13.8%. Sales of the Company’s brands increased by 118 barrels, sales of the Kingfisher brands decreased by 356 barrels, and sales of contract brands increased by 4,677 barrels.
 
European Territory: Net sales for the first six months of the year 2007 were $10,870,600 (GBP 5,516,400) compared to $9,591,300 (GBP 5,357,700) during the corresponding period of 2006, an increase of $1,279,300 or 13.3%. During the first six months of the year 2007, UBSN sold 32,267 barrels compared to 32,554 barrels during the first six months of the year 2006, a decrease of 287 barrels, or 0.9%. Exchange rate fluctuations when measured in United States dollars increased the growth percentage as compared to last year. Hence, when the net sales results are compared in Pounds Sterling, there is an increase of 3%.
 
Cost of Goods Sold
 
Cost of goods sold as a percentage of net sales during the first six months of the year 2007 was 70.3%, as compared to 69.6% during the corresponding period of 2006.
 
Domestic Operations: Cost of goods sold as a percentage of net sales in the United States during the first six months of the year 2007 was 70.8%, as compared to 68.9%, during the corresponding period of 2006, representing an increase as a percentage of net sales of 1.9% which was mainly due to an increase in the costs of raw materials and packaging materials.
 
European Territory: Cost of goods sold as a percentage of net sales in the United Kingdom during the first six months of the year 2007 was 70.4%, as compared to 70.6% during the corresponding period in 2006 (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation).
 
21

Gross Profit
 
As a result of the higher net sales described above, gross profit for the first six months of the year 2007 increased to $5,260,800, from $4,740,500 during the corresponding period of 2006, representing an increase of $520,300 or 11%. As a percentage of net sales, gross profits during the first six months of 2007 decreased to 29.7% compared to 30.4% during the corresponding period in 2006.
 
Operating Expenses
 
Operating expenses for the first six months of the year 2007 were $4,675,800, a decrease of $225,600, or 4.6%, as compared to $4,901,400 for the corresponding period of the year 2006. Operating expenses consist of marketing and distribution expenses and general and administrative expenses.
 
Marketing and Distribution Expenses: The Company's marketing and distribution expenses for the first six months of the year 2007 were $2,598,400, as compared to $2,363,200 for the same period in 2006, representing a decrease of $235,200 or 10%.
 
Domestic Operations: Expenses for the first six months of the year 2007 were $628,600 compared to $608,100 during the corresponding period of 2006, representing an increase of $20,500 or 3.4%. As a percentage of net sales in the United States, these expenses decreased to 9.2% during the first six months of the year 2007, compared to 10.1% during the corresponding period of 2006. The increase was mainly due to higher promotional expenses.
 
European Territory: Expenses for the first six months of the year 2007 were $1,969,800 compared to $1,755,100 during the corresponding period of 2006, representing an increase of $214,700 or 12.2%. As a percentage of net sales in the United Kingdom, the expenses increased to 18.1% during the first six months of the year 2007 compared to 18.3% during the corresponding period of 2006 (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation). The increase was mainly due to higher freight costs associated with increases in fuel prices, higher sales commissions and salary increases to the Company's sales force.
 
General And Administrative Expenses: The Company's general and administrative expenses were $2,077,400 for the first six months of the year 2007, representing a decrease of $460,800 or 18.2%, compared to $2,538,200 for the corresponding period in 2006.
 
Domestic Operations. Domestic general and administrative expenses were $927,300 for the first six months of the year 2007, representing an increase of $98,400, or 11.9%, compared to $828,900 for the same period in 2006. The increase was primarily due to higher compensation expenses to directors due to increased meetings and one time issue of stock compensation in lieu of options. 
 
European Territory. General and administrative expenses related to the European Territory were $1,150,100 for the first six months of the year 2007, representing a decrease of $559,200 or 32.7%, as compared to $1,709,300 for the same period in 2006 (in each case as calculated in U.S. dollars, after taking into account the effects of the exchange rate calculation). These decreases were mainly due to a significantly lower provision against bad debts for the first six months of the year 2007 compared to the corresponding period in the previous year and reductions in personnel costs due to temporary reductions in headcount.
 
22

Other Expenses
 
Other expenses for the first six months of the year 2007 totaled $512,800 representing a decrease of $11,300 or 2.2% when compared to the same period in 2006 due to reduced interest expenses.
 
Income Taxes
 
The Company has a provision for income taxes of $6,400 for the first six months of the year 2007 compared to a provision of $400 for the corresponding period in 2006. The provision for taxes is related to the estimated amount of taxes that will be imposed by taxing authorities in the United States.
 
Net Income / Loss
 
The Company's net income for the first six months of the year 2007 was $65,800, as compared to net loss of $685,400 for the first six months of the year 2006. After providing for a negative foreign currency translation adjustment of $48,800 during the first six months of 2007 (as compared to a negative adjustment of $43,400 for the same period in 2006), the comprehensive income for the first six months of the year 2007 was $17,000, compared to a loss of $728,800 for the same period in 2006.
 
 
LIQUIDITY AND CAPITAL RESOURCES
 
Unused capacity at the Ukiah and Saratoga Springs facilities has continued to place demands on the Company's working capital. Beginning approximately in the second quarter of 1997, the time at which the Ukiah brewery commenced operations, proceeds from operations have not been able to provide sufficient working capital. The Company is a party to several loans, lines of credit, other credit facilities, and lease agreements. The Company is currently making timely payments of its debt and lease commitments as they fall due. Any breach of a loan or lease which actually leads to default, or to an attempt by a creditor to exercise its rights in the Company's tangible or intangible assets, could potentially make it difficult, at least in the short term, for the Company to continue its operations.
 
MARQUETTE BUSINESS CREDIT LINE OF CREDIT
 
In November 2006, Marquette Business Credit, Inc. provided a line of credit drawable up to 85% of eligible receivables and 60% of eligible inventory which terminates in June 2011. The borrowings were collateralized, with recourse, by certain eligible trade receivables up to a maximum percentage of 85% of the qualified net amounts of such receivables of each of MBC and Releta and 60% of MBC's and Relata's eligible inventory located in the US. This facility accrues interest at a rate of one-month LIBOR plus 4.25% and is secured by substantially all of the assets, excluding real property, of Releta and MBC. The amount outstanding under this line of credit as of June 30, 2007 was approximately $1,563,100.
 
MASTER LINE OF CREDIT. On August 31, 1999, MBC and United Breweries of America, Inc. ("UBA"), one of the Company's principal shareholders, entered into a Master Line of Credit Agreement, which was subsequently amended in April 2000 and February 2001 (the "Credit Agreement"). The terms of the Credit Agreement provide the Company with a line of credit with a principal amount of up to $1,600,000. The Company and UBA have executed an Extension of Term of Notes under Master Line of Credit Agreement (the "Extension Agreement"). The Extension Agreement confirms the Company's and UBA's extension of the terms of the UBA Notes for a period ending on June 30, 2008.
 
23

As of the date of this filing, UBA has made thirteen (13) separate advances to the Company under the Credit Agreement and one additional advance on substantially the same terms as those under the Credit Agreement, pursuant to a series of individual eighteen-month promissory notes issued by the Company to UBA (the "UBA Notes"). The aggregate outstanding principal amount of the UBA Notes as of June 30, 2007 was $1,915,400, and the accrued but unpaid interest thereon was equal to approximately $910,600, for a total of $2,826,000.
 
The outstanding principal amount of the notes and the unpaid interest thereon may be converted, at UBA's discretion, into shares of the Company's unregistered Common Stock at a conversion rate of $1.50 per share. As of June 30, 2007, the outstanding principal and interest on the notes was convertible into 1,884,000 shares of the Company's Common Stock. On December 28, 2001, the Company and UBA entered into a Confirmation of Waiver which confirms that as of August 13, 2001, UBA waived its rights with regard to all conversion rate protection as set forth in the UBA Notes.
 
The UBA Notes require the Company to make quarterly interest payments to UBA on the first day of April, July, October, and January. To date, UBA has permitted the Company to capitalize all accrued interest; therefore, the Company has borrowed the maximum amount available under the facility. Upon maturity of any UBA Notes, unless UBA has given the Company prior instructions to commence repayment of the outstanding principal balance, the outstanding principal and accrued but unpaid interest on such Note may be converted, at the option of UBA, into shares of the Company's common stock. If UBA does not elect to so convert any UBA Notes upon maturity, it has the option to extend the term of such notes for any period of time mutually agreed upon by UBA and the Company. During the extended term of any note, UBA has the right to require the Company to repay the outstanding principal balance, along with the accrued and unpaid interest thereon, to UBA within sixty (60) days.
 
The UBA Notes are subordinated to credit facilities extended to the Company by Grand Pacific Financing Corporation and Marquette Business Credit under subordination agreements executed by UBA. As per the terms of the subordination agreements, UBA is precluded from demanding repayment of the UBA Notes unless the Grand Pacific Financing Corporation and Marquette Business Credit facilities are settled in full. Hence the Company does not expect to make payments on any of the UBA Notes within the next year.
 
GRAND PACIFIC FINANCING CORPORATION LOAN: On July 3, 2006, MBC obtained a $3.0 million loan from Grand Pacific Financing Corporation ("Grand Pacific"), secured by a first priority deed of trust on the Ukiah land, fixtures attached to the land, and improvements. The loan is payable in partially amortizing monthly installments of $27,261  including interest at the rate of 1.75% over the prime rate published by The Wall Street Journal, maturing June 28, 2011 with a balloon payment. The amount of the balloon payment will vary depending on the change in interest rates over the term of the loan. MBC used the proceeds of the loan to repay in full all the then outstanding loans owed to the Savings Bank of Mendocino County. Grand Pacific also collects on a monthly basis approximately $10,554 towards property taxes payable on the Ukiah property and pays such taxes when they become due.
 
MARQUETTE BUSINESS CREDIT INC. FACILITY: On November 21, 2006, Marquette Business Credit Inc. ("MBCI") extended a total facility of $4,925,000 with a maturity date of June 27, 2011 consisting of a $2,750,000 revolving facility, a $1,525,000 term loan and a $650,000 capital expenditure loan. The rate of interest on the term loan and capital expenditure loan is the one-month LIBOR rate published in the Wall Street Journal plus a margin of 5.25% and on the revolving facility is the one-month LIBOR rate published in the Wall Street Journal plus a margin of 4.25%. The facility is subject to certain financial covenants including prescribed minimum fixed charges coverage, maintaining prescribed minimum tangible net worth and minimum earnings before interest, depreciation and taxes. The facility also has a prepayment penalty if settled prior to the maturity date. The facility is secured by substantially all of the Company's assets located in the United States excluding real property and fixtures located at the Company's property in Ukiah, California.
 
24

OTHER LOANS AND CREDIT FACILITIES.
 
ROYAL BANK OF SCOTLAND FACILITY: Royal Bank of Scotland ("RBS") provided UBSN with a £1,750,000 maximum revolving line of credit with an advance rate based on 80% of UBSN's qualified accounts receivable. UBSN utilized the proceeds of this facility to settle a credit facility with Nedbank Limited, a South African registered company, on April 26, 2005. This facility has a minimum maturity of twelve months, but will be automatically extended unless terminated by either party upon six months' written notice.
 
SHEPHERD NEAME LOAN: Shepherd Neame has a contract with UBSN to brew Kingfisher Premium Lager for the Company's European and Canadian markets. As consideration for extending the brewing contract, Shepherd Neame advanced a loan of £600,000 (Pounds Sterling) to UBSN, repayable in annual installments of £60,000 (Pounds Sterling) per year, commencing in June 2003. The loan carries a fixed interest rate of 5% per year.
 
WEIGHTED AVERAGE INTEREST: The weighted average interest rates paid on the Company's U.S. debts was 10.09% for the first six months of 2007 and 10.89% for the corresponding period in 2006. For loans primarily associated with the Company's European territory, the weighted average rate paid was 6.56% for the first six months of 2007 and 6.02% for the corresponding period in 2006.
 
KEG MANAGEMENT ARRANGEMENT: The Company entered into a five-year keg management agreement with MicroStar Keg Management LLC as of September 1, 2004. Under this arrangement, MicroStar provides the Company with half-barrel kegs for which the Company pays a filling and use fee. Distributors return the kegs to MicroStar instead of the Company. MicroStar then supplies the Company with additional kegs. If, on any given month, the agreement is not extended and terminates, the Company is required to purchase a certain number of kegs from MicroStar. The Company would probably finance the purchase through debt or lease financing, if available. However, there can be no assurance that the Company will be able to finance the purchase of kegs. Failure to purchase the necessary kegs from MicroStar on termination of the agreement is likely to have a material adverse effect on the Company.
 
CURRENT RATIO: The Company's ratio of current assets to current liabilities on June 30, 2007 was 0.80 to 1.0 and its ratio of total assets to total liabilities was 1.18 to 1.0. On June 30, 2006, the Company’s ratio of current assets to current liabilities was 0.71 to 1.0 and its ratio of total assets to total liabilities was 1.22 to 1.0.
 
RESTRICTED NET ASSETS: The Company's wholly-owned subsidiary, UBI, has undistributed losses of approximately $178,200 as of June 30, 2007. Under UBSN's line of credit agreement with RBS, distributions and other payments to the Company from its subsidiary are not permitted if retained earnings drop below approximately $2,000,000.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
As of June 30, 2007, the Company did not hold derivative instruments, or engage in hedging activities, of any material value or in any material amount, whether for trading or for hedging purposes. The Company has some interest-related market risk due to floating interest rate debt totaling $10,957,800 as of June 30, 2007.
 
25

Interest Rate Risk
 
The Company had total debt as of June 30, 2007 of $11,559,700 of which $10,957,800 was subject to variable rates of interest (either prime or LIBOR plus 1.5% or prime plus 1.75% or LIBOR plus 4.25% or LIBOR plus 5.25%). The Company's long-term debt (including current portion) as of June 30, 2007 totaled $6,891,900, of which $601,900 had fixed rates of interest and the balance of $6,290,000 were subject to variable rates. $4,667,800 of the Company's short term debt is subject to variable rates. At current borrowing levels, an increase of 1% in the prime and LIBOR rates would result in an annual increase of $109,600 in interest expense on the Company's variable rate loans.
 
Foreign Currency Rate Fluctuations
 
The Company's earnings and cash flows at its subsidiaries UBI and UBSN are subject to fluctuations due to changes in foreign currency rates. The Company believes that changes in the foreign currency exchange rate would not have a material adverse effect on its results of operations as the majority of its foreign transactions are delineated in UBI's functional currency, the British Pound.
 
Item 4. Controls and Procedures
 
The Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") has evaluated the effectiveness of the design, maintenance, and operation of the Company's "disclosure controls and procedures" as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Company in its reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures are also designed to ensure that information that the Company is required to disclose in its reports under the Exchange Act is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding the required disclosure.
 
Certain aspects of the Company's internal control over financial reporting are included in the Company's disclosure controls and procedures, and are therefore included in management's evaluation. Management evaluates internal control over financial reporting on a quarterly basis to determine whether any changes have occurred. Internal control over financial reporting is also evaluated on an annual basis in connection with the preparation of the Company's Annual Report on Form 10-K.
 
Management's review of the disclosure controls and procedures includes a review of their objectives, design, implementation, and results. Based on this evaluation, the CEO and CFO believe that, subject to the limitations set forth below, the Company's disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed in the Company's reports under the Exchange Act is recorded, processed, summarized, and reported within the time specified by the Commission, and that material information pertaining to the Company is timely communicated to the Company's management (including the CEO and CFO). Management is not aware of any changes in the Company's internal or other controls over financial reporting identified in connection with that evaluation that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
26

Please refer to the certifications of the Company's Chief Executive Officer and Chief Financial Officer (which are attached to this report as Exhibits 31.1 and 31.2) for additional information regarding the Company's controls and procedures.
 
Limitations on Controls
 
Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving the Company's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in such controls and procedures, including the fact that human judgment in decision making can be faulty and that breakdowns in internal controls can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
 
 
PART II OTHER INFORMATION
 
Item 4. Submission of matters to a vote of security holders
 
MBC held its 2007 Annual Meeting of Shareholders on June 21, 2007. At that meeting, MBC's shareholders voted to elect all seven of the Board's nominees for Director. The votes cast for each of the nominees were as follows. There were no broker non-votes; ballots for a total of 1,097,857 shares were not cast with respect to any candidate.
 
   Director's Name  Votes for  Withheld  
         
   Dr. Vijay Mallya  10,488,596    41,721  
         
   H. Michael Laybourn  10,505,371    24,946  
         
   Jerome G. Merchant  10,490,646   39,671  
           
   Scott R. Heldfond  10,505,671   24,646  
           
   Sury Rao Palamand  10,488,596  41,721  
         
   Kent D. Price  10,503,821    26,496  
         
   Yashpal Singh  10,488,096  42,221  
 
In addition, the Shareholders voted to ratify the selection of PMB Helin Donovan LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2008. 10,492,815 votes were cast for such action, 8,552 votes were cast against such action and there were 28,950 broker non-votes.
 
27

 
Item 5. Other Information
 
MBC and United Breweries of America Inc. entered into agreements, effective June 30, 2007, to extend the maturity date of the UBA Notes until June 30, 2008.
 
Item 6. Exhibits
 
Exhibit Number
 
Description of Document
3.1
(T)
Articles of Incorporation of the Company, as amended.
3.2
(T)
Bylaws of the Company, as amended.
10.1
 
[Intentionally omitted]
10.2
 
[Intentionally omitted]
10.3
(A)
Wholesale Distribution Agreement between the Company and Bay Area Distributing.
10.4
 
[Intentionally omitted]
10.5
(B)
Liquid Sediment Removal Services Agreement with Cold Creek Compost, Inc.
10.6
 
[Intentionally omitted]
10.7
(C)
Commercial Real Estate Purchase Contract and Receipt for Deposit (previously filed as Exhibit 19.2).
10.8
(D)
Commercial Lease between Stewart's Ice Cream Company, Inc. and Releta Brewing Company LLC.
10.9
 
[Intentionally omitted]
10.10
(F)
Keg Management Agreement with MicroStar Keg Management LLC.
10.11
(G)
Agreement to Implement Condition of Approval No. 37 of the Site Development Permit 95-19 with the City of Ukiah, California (previously filed as Exhibit 19.6).
10.12
 
[Intentionally omitted]
10.13
 
[Intentionally omitted]
10.14
 
[Intentionally omitted]
10.15
 
[Intentionally omitted]
10.16
 
[Intentionally omitted]
10.17
 
[Intentionally omitted]
10.18
 
[Intentionally omitted]
10.19
(K)
Investment Agreement with United Breweries of America, Inc.
10.20
 
[Intentionally omitted]
10.21
 
[Intentionally omitted]
10.22
(L)
Indemnification Agreement with Vijay Mallya.
10.23
(L)
Indemnification Agreement with Michael Laybourn.
10.24
(L)
Indemnification Agreement with Jerome Merchant.
10.25
(L)
Indemnification Agreement with Yashpal Singh.
10.27
(L)
Indemnification Agreement with Robert Neame.
10.28
(L)
Indemnification Agreement with Sury Rao Palamand.
10.29
(L)
Indemnification Agreement with Kent Price.
10.30
 
[Intentionally omitted]
10.31
 
[Intentionally omitted]
10.32
 
[Intentionally omitted]
10.33
(N)
Employment Agreement with Yashpal Singh.
10.35
(O)
Master Line of Credit Agreement between the Company and United Breweries of America Inc. dated August 31, 1999.
 
28

Exhibit Number
 
Description of Document
10.36
(O)
Convertible Note in favor of United Breweries of America Inc. dated Sept. 7, 1999.
10.37
(P)
Convertible Note in favor of United Breweries of America Inc. dated October 21, 1999.
10.38
(P)
Convertible Note in favor of United Breweries of America Inc. dated November 12, 1999.
10.39
(P)
Convertible Note in favor of United Breweries of America Inc. dated December 17, 1999.
10.40
(P)
Convertible Note in favor of United Breweries of America Inc. dated December 31, 1999.
10.41
(P)
Convertible Note in favor of United Breweries of America Inc. dated February 16, 2000.
10.42
(P)
Convertible Note in favor of United Breweries of America Inc. dated February 17, 2000.
10.43
(P)
Convertible Note in favor of United Breweries of America Inc. dated April 28, 2000.
10.44
(P)
First Amendment to Master Line of Credit Agreement between the Company and United Breweries of America, Inc., dated April 28, 2000.
10.45
(Q)
Convertible Note in favor of United Breweries of America Inc. dated September 11, 2000.
10.46
(Q)
Convertible Note in favor of United Breweries of America Inc. dated September 30, 2000.
10.47
(Q)
Convertible Note in favor of United Breweries of America Inc. dated December 31, 2000.
10.48
(Q)
Convertible Note in favor of United Breweries of America Inc. dated February 12, 2001.
10.49
(R)
Convertible Note in favor of United Breweries of America Inc. dated July 1, 2001.
10.50
(S)
Confirmation of Waiver Between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated as of December 28, 2001.
10.51
(S)
Extension of Term of Notes Under Master Line of Credit Agreement between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated February 14, 2002.
10.52
(T)
License Agreement between United Breweries Limited and United Breweries International (U.K.), Limited.
10.53
(T)
Supplemental Agreement to License Agreement between United Breweries Limited and United Breweries International (U.K.), Limited.
10.54
(T)
Distribution Agreement between United Breweries International (U.K.), Limited and UBSN, Ltd.
10.55
(T)
Supplemental Agreement to Distribution Agreement between United Breweries International (U.K.), Limited and UBSN, Ltd.
10.56
(T)
Market Development, General and Administrative Services Agreement between Mendocino Brewing Company, Inc. and UBSN, Ltd.
10.57
(T)
Contract to Brew and Supply Kingfisher Products among Shepherd Neame, Limited, United Breweries International (U.K.), Limited and UBSN, Ltd.
10.58
(T)
Supplemental Agreement to Contract to Brew and Supply Kingfisher Products among Shepherd Neame, Limited, United Breweries International (U.K.), Limited. and UBSN, Ltd.
10.59
(T)
Loan Agreement between Shepherd Neame, Limited and UBSN, Ltd.
10.60
(T)
Brewing License Agreement between UBSN, Ltd. and Mendocino Brewing Company, Inc.
10.61
(T)
Kingfisher Trade Mark and Trade Name License Agreement between Kingfisher of America, Inc. and Mendocino Brewing Company, Inc.
10.62
(U)
First Amendment to Extension of Term of Notes Under Master Line of Credit Agreement between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated November 13, 2002.
29

Exhibit Number
 
Description of Document
10.63
(U)
Second Amendment to Extension of Term of Notes Under Master Line of Credit Agreement between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated March 31, 2003.
10.64
 
[Intentionally omitted]
10.65
 
[Intentionally omitted]
10.66
(W)
Third Amendment to Extension of Term of Notes under Master Line of Credit Agreement, dated August 14, 2003.
10.67
 
[Intentionally omitted]
10.68
(X)
Fourth Amendment to Extension of Term of Notes Under Master Line of Credit Agreement between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated as of August 14, 2004.
10.69
 
[Intentionally omitted]
10.70
(Z)
Second Agreement dated October 9, 1998 between UBSN, Ltd. and Shepherd Neame, Ltd.
10.71
 
[Intentionally omitted]
10.72
 
[Intentionally omitted]
10.73
 
[Intentionally omitted]
10.74
(BB)
Convertible Promissory Note of Mendocino Brewing Company, Inc. in favor of United Breweries of America, Inc., dated March 2, 2005.
10.75
 
[Intentionally omitted]
10.76
(DD)
Invoice Discounting Agreement between The Royal Bank of Scotland Commercial Services Limited and UBSN Limited, dated April 26, 2005.
10.77
 
[Intentionally omitted]
10.78
 
[Intentionally omitted]
10.79
(EE)
Loan Agreement by and between Mendocino Brewing Company, Inc. and Grand Pacific Financing Corporation dated June 28, 2006.
10.80
(EE)
Promissory Note of Mendocino Brewing Company, Inc. in favor of Grand Pacific Financing Corporation, dated June 28, 2006.
10.81
 
[Intentionally omitted]
10.82
(FF)
Loan and Security Agreement by and among Marquette Business Credit Inc. and Mendocino Brewing Company, Inc. and Releta Brewing Company, LLC, dated November 16, 2006.
10.83
(FF)
Revolving Note of Mendocino Brewing Company, Inc. and Releta Brewing Company, LLC in favor of Marquette Business Credit Inc., dated November 16, 2006.
10.84
(FF)
Term Note of Mendocino Brewing Company, Inc. and Releta Brewing Company, LLC in favor of Marquette Business Credit Inc., dated November 16, 2006.
10.85
(FF)
CAPEX Note of Mendocino Brewing Company, Inc. and Releta Brewing Company, LLC in favor of Marquette Business Credit Inc., dated November 16, 2006.
10.86
(FF)
Fifth Amendment to Extension of Term of Notes Under Master Line of Credit Agreement, effective August 31, 2005.
10.87
(FF)
Sixth Amendment to Extension of Term of Notes under Master Line of Credit Agreement, effective December 31, 2006.
10.88
(FF)
Second Amendment to Convertible Promissory Note, effective December 31, 2006.
14.1
(V)
Code of Ethics
 
NOTES: Each Exhibit listed above that is annotated with one or more of the following letters is incorporated by reference from the following sources:
 
30

 
(A)
The Company's Registration Statement dated June 15, 1994, as amended, previously filed with the Commission, Registration No. 33-78390-LA.
 
 
(B)
The Company's Annual Report on Form 10-KSB for the period ended December 31, 1995.
 
 
(C)
The Company's Quarterly Report on Form 10-QSB for the period ended March 31, 1995.
 
 
(D)
The Company's Quarterly Report on Form 10-QSB/A No. 1 for the period ended September 30, 1997.
 
 
(F)
The Company's Annual Report on Form 10-KSB for the period ended December 31, 1996.
 
 
(G)
The Company's Quarterly Report on Form 10-QSB for the period ended September 30, 1995.
 
 
(I)
The Company's Annual Report on Form 10-KSB for the period ended December 31, 1997.
 
 
(K)
Schedule 13D filed November 3, 1997, by United Breweries of America, Inc. and Vijay Mallya.
 
 
(L)
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 1998.
 
 
(N)
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 1999.
 
 
(O)
Amendment No. 5 to Schedule 13D filed September 15, 1999, by United Breweries of America, Inc. and Vijay Mallya.
 
 
(P)
Amendment No. 6 to Schedule 13D filed May 12, 2000, by United Breweries of America, Inc. and Vijay Mallya.
 
 
(Q)
Amendment No. 7 to Schedule 13D filed February 22, 2001, by United Breweries of America, Inc. and Vijay Mallya.
 
 
(R)
Amendment No. 8 to Schedule 13D filed August 22, 2001, by United Breweries of America, Inc and Vijay Mallya.
 
 
(S)
The Company's Current Report on Form 8-K filed as of February 19, 2002.
 
 
(T)
The Company's Annual Report on Form 10-KSB for the period ended December 31, 2001.
 
 
(U)
Amendment No. 9 to Schedule 13D filed March 31, 2003, by United Breweries of America, Inc. and Vijay Mallya.
 
 
(V)
The Company's Annual Report on Form 10-KSB for the year ended December 31, 2003.
 
 
(W)
Amendment No. 10 to Schedule 13D filed August 18, 2003 by United Breweries of America, Inc. and Dr. Vijay Mallya.
 
 
(X)
Amendment No. 11 to Schedule 13D, jointly filed by United Breweries of America, Inc. and Dr. Vijay Mallya on August 16, 2004.
 
 
(Z)
The Company's Quarterly Report on Form 10-Q for the period ended September 30, 2004.
 
 
(BB)
The Company's Current Report on Form 8-K filed as of March 8, 2005.
 
 
(DD)
The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2005.
 
31

 
(EE)
The Company's Quarterly Report on Form 10-Q for the period ended June 30, 2006.
 
 
(FF)
The Company's Annual Report on Form 10-K for the year ended December 31, 2006
 
(b)
Exhibits Attached The following Exhibits are attached to this Quarterly Report on Form 10-Q:
 
 
10.89
Seventh Amendment to Extension of Term of Notes under Master Line of Credit Agreement, effective June 30, 2007.
 
 
10.90
Third Amendment to Convertible Promissory Note, effective June 30, 2007.
 
 
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
 
 
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
 
 
32.1
Certification of Chief Executive Officer Pursuant to U.S.C. 1350.
 
 
32.2
Certification of Chief Financial Officer Pursuant to U.S.C. 1350.
 
(c) Excluded Financial Statements. None.

32


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.
 
     
  MENDOCINO BREWING COMPANY, INC.
 
 
 
 
 
 
Dated: August14, 2007 By:   /s/ Yashpal Singh
 
Yashpal Singh
President and Chief Executive Officer
 
     
  MENDOCINO BREWING COMPANY, INC.
 
 
 
 
 
 
Dated: August14, 2007 By:   /s/ N. Mahadevan
 
N. Mahadevan
Chief Financial Officer and Secretary
33

EX-10.89 2 v084677_ex10-89.htm
SEVENTH AMENDMENT TO
EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT

This Seventh Amendment to Extension of Term of Notes under Master Line of Credit Agreement (this "Amendment") is entered into to be effective as of June 30, 2007 (the "Effective Date") by and between Mendocino Brewing Company, Inc., a California corporation ("Borrower"), and United Breweries of America, Inc., a Delaware corporation ("Lender").
 
RECITALS

A. Borrower and Lender entered into an Extension of Term of Notes Under Master Line of Credit Agreement dated February 14, 2002, and amended as of August 15, 2002, March 31, 2003, August 14, 2003, August 14, 2004, August 31, 2005, and December 31, 2006 (the "Original Agreement"), which provides that the terms of certain of the Notes made by Borrower in favor of Lender shall be extended until June 30, 2007.
 
B. Subject to the terms and conditions of this Amendment, the parties now wish to further extend the terms of certain of the Notes.
 
C. Any capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, Borrower and Lender agree as follows:
 
1. Extension of Term. Section 1 of the Original Agreement is amended to read as follows:
 
The Notes provide that Lender has the right, at any time on or after the respective maturity dates of the Notes, to convert the Notes into shares of Borrower's common stock. However, Section 3 of the Notes provides that in the event that Lender has not converted the entire principal amount of any Note on or before its respective maturity date, Lender has the right to extend the term of such Note for a period of time mutually agreed upon between Lender and Borrower. The parties hereby modify their previous agreement and agree to extend the term of each of the Notes itemized Nos. 1 through 13 on Exhibit A, effective as of the maturity date of each respective Note, for a period of time ending on June 30, 2008.
 
2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles of that or any other jurisdiction.
 
3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all taken together shall constitute one and the same instrument.
 
 
 

 
4. Miscellaneous. This Amendment, in connection with the Original Agreement, contains all of the agreements, conditions, promises and covenants between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations or understandings with respect to the subject matter hereof. In the event of any conflict between the terms of the Original Agreement and this Amendment, the terms of this Amendment shall govern. Except as set forth in this Amendment, the terms of the Original Agreement shall remain in full force and effect. This Amendment may not be amended, modified, altered or otherwise changed in any respect except by written agreement signed by authorized representatives on behalf of Borrower and Lender. If any one or more of the provisions contained in this Amendment shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
 
[signature page to follow]
 

 
 
2

 
 
IN WITNESS WHEREOF, duly executed representatives of each of the parties hereto have executed and delivered this Amendment, to be effective as of the Effective Date first stated above.
 
Borrower:
 
MENDOCINO BREWING COMPANY, INC.
a California corporation
 
 
By: __________________
 
Name:  N. Mahadevan 
 
Title:  Chief Financial Officer and Secretary
Lender:
 
UNITED BREWERIES OF AMERICA, INC.
a Delaware corporation
 
 
By: _____________________
 
Name: Anil Pisharody
 
Title: Secretary


 
3

 
EX-10.90 3 v084677_ex10-90.htm
THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
MENDOCINO BREWING COMPANY, INC.
 
This Third Amendment to Convertible Promissory Note (this "Amendment") is effective as of June 30, 2007 by and between United Breweries of America, Inc., a Delaware corporation ("Holder") and Mendocino Brewing Company, Inc., a California corporation (the "Company").
 
RECITALS
 
A. The Company issued a convertible promissory note (the "Note") to Holder in the principal amount of Four Hundred Thousand Dollars ($400,000) dated March 2, 2005.
 
B. The Holder and the Company entered into the First Amendment to Convertible Promissory Note effective August 31, 2006 as amended by the Second Amendment to Convertible Promissory Note effective December 31, 2006, which provide that the term of the Note made by the Company in favor of Holder was extended until June 30, 2007.
 
C. Subject to the terms and conditions of this Amendment, the parties now wish to further extend the term of the Note.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby agreed, the parties agree as follows:
 
1. Extension of Term. The first sentence of Paragraph 1 of the Note is hereby amended and restated to read as follows:
 
"Mendocino Brewing Company, Inc., a California corporation having its principal office at 1601 Airport Road, Ukiah, California 95482 and any successor (the "Company"), for value received, promises to pay to United Breweries of America, Inc., a Delaware corporation or to its registered successors or assigns (the "Holder") the principal sum of Four Hundred Thousand Dollars ($400,000.00) on presentation and surrender of this Convertible Note ("Note") on June 30, 2008 (the "Maturity Date"), and to pay interest on that principal sum at a rate equal to the lesser of (i) one and one-half percent (1.5%) per annum above the prime rate offered from time to time by the Bank of America in San Francisco, California, or (ii) ten percent (10%)."
 
2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles of that or any other jurisdiction.
 
3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all taken together shall constitute one and the same instrument.
 

4. Miscellaneous. This Amendment contains all of the agreements, conditions, promises and covenants between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations or understandings with respect to the subject matter hereof. In the event of any conflict between the terms of the Note and this Amendment, the terms of this Amendment shall govern. Except as set forth in this Amendment, the terms of the Note shall remain in full force and effect. This Amendment may not be amended, modified, altered or otherwise changed in any respect except by written agreement signed by authorized representatives on behalf of Borrower and Holder. If any one or more of the provisions contained in this Amendment shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.
 
[signature page to follow]
 

 
2


IN WITNESS WHEREOF, duly executed representatives of each of the parties hereto have executed and delivered this Amendment, to be effective as of the Effective Date first stated above.
 
Borrower:
 
MENDOCINO BREWING COMPANY, INC.
a California corporation
 
 
By: _______________
 
Name:  N. Mahadevan 
 
Title:  Chief Financial Officer and Secretary
Holder:
 
UNITED BREWERIES OF AMERICA, INC.
a Delaware corporation
 
 
By: _______________
 
Name: Anil Pisharody
 
Title: Secretary


3

EX-31.1 4 v084677_ex31-1.htm  
 
CERTIFICATIONS
 
I, Yashpal Singh, certify that:
 
 
1.
I have reviewed this quarterly report on Form 10-Q of Mendocino Brewing Company, Inc.;
 
 
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.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 that 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.     
[Intentionally omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];
 
      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; and
 
      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.
The registrant's other certifying officer and 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 control over financial reporting.
 
Date: August 14, 2007
 
 
Yashpal Singh
Yashpal Singh,
Chief Executive Officer
 
 
 

 
EX-31.2 5 v084677_ex31-2.htm
CERTIFICATIONS
 
I, N. Mahadevan, certify that:
 
 
1.
I have reviewed this quarterly report on Form 10-Q of Mendocino Brewing Company, Inc.;
 
 
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.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 that 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.     
[Intentionally omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];
 
      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; and
 
      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.
The registrant's other certifying officer and 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 control over financial reporting.
 
Date: August 14, 2007
 
 
N. Mahadevan 
N. Mahadevan,
Chief Financial Officer

 
 

 
EX-32.1 6 v084677_ex32-1.htm
 
CERTIFICATION PURSUANT TO TITLE 18, UNITED STATES CODE,
SECTION 1350
 
In connection with the Quarterly Report of Mendocino Brewing Company, Inc. (the "Company") on Form 10-Q for the quarterly period ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Yashpal Singh, Chief Executive Officer of the Company, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 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, as amended; and
 
(2)     
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
Date: August 14, 2007
 
 
Yashpal Singh
Yashpal Singh,
Chief Executive Officer
 
 

 
EX-32.2 7 v084677_ex32-2.htm  
CERTIFICATION PURSUANT TO TITLE 18, UNITED STATES CODE,
SECTION 1350
 
In connection with the Quarterly Report of Mendocino Brewing Company, Inc. (the "Company") on Form 10-Q for the quarterly period ended June 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, N. Mahadevan, Chief Financial Officer of the Company, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 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, as amended; and
 
(2)    
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
Date: August 14, 2007
 
 
N. Mahadevan 
N. Mahadevan,
Chief Financial Officer

 
 

 

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