This registration statement contains forward-looking statements as defined under the federal securities laws.  All statements other than statements of historical facts included in this registration statement regarding our financial performance, business strategy and plans and objectives of management for future operations and any other future events are forward-looking statements and based on our beliefs and assumptions.  Words such as "may," "will," "expect," "might," "believe," "anticipate," "intend," "could," "estimate," "project," "plan," and other similar words are one way to identify such forward-looking statements.  Actual results could vary materially from these forward-looking statements. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties, and assumption, and assumptions including, without limitation, those risks and uncertainties contained in the Risk Factors section of this registration statement.  Although we believe that our expectations are reasonable, we can give no assurance that such expectations will prove to be correct.  Based upon changing conditions, any one or more of these events described herein as anticipated, believed, estimated, expected or intended may not occur.  Al prior and subsequent written and oral forward-looking statements attributable to our Company or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.  We do not intend to update any of the forward-looking statements after the date of this registration statements to conform these statements to actual results or to changes in our expectations, except as required by laws.

Baristas Coffee Company, Inc. ("BCCI") is a Nevada Corporation that was originally formed on October 18, 1996. Its fiscal year end date is December 31st. Neither the issuer nor any of its predecessors has ever been in bankruptcy, receivership or any other similar proceeding.

The Company was originally formed as InfoSpi.com in 1996, and developed software programs, hired programmers and procured funding from a venture capital group prior to merging with Innovative Communications Technologies in 2001.  On December 22nd, 2009, it acquired greater than a 60% interest in Pangea Networks, Inc. ("Pangea"), DBA Baristas and Inc., and it acquired for cash, stock, debt and other consideration, numerous coffee stands in the greater Seattle area through the acquisition of Pangea. In May of 2010, the Company changed its name to Baristas Coffee Company, Inc.

 The company  is not in default on the terms of any indebtedness or financing arrangement requiring it to make payments, nor has it had a change of control.

In conjunction with the above discussed acquisition of Pangea, the acquisition of certain coffee shops and the conversion of debt to equity (discussed at Item 11 ( C ) and ( D )) the Company issued common stock shares that increased the number of shares outstanding by more than 10%.  Subsequent to year-end, the Company affected a 20:1 reverse split resulting in the number of shares outstanding at June 30, 2010 being more than 10% less than the number of shares outstanding at December 31, 2009.

There has been no delisting of the issuer's securities by any securities exchange or deletion from the OTC Pink Sheets, nor are there any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer's business, financial condition, or operations. There have been no current, past or pending trading suspensions by a securities regulator.  The Company's common stock currently trades on the OTC Markets under the symbol BCCI.

We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act enacted on April 5, 2012 (the "JOBS Act"). For as long as we are an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory "say-on-pay" and "say-when-on-pay" votes on executive compensation and shareholder advisory votes on golden parachute compensation.

Under the JOBS Act, we will remain an emerging growth company until the earliest of:

The JOBS Act also provides that an emerging growth company may utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to "opt out" of such extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

Competition in the market for coffee and coffee related products is intense and we expect it to increase. Our most significant competitors include premium coffee companies such as Starbucks, Peet's Coffee, Keurig Green Mountain (formerly Green Mountain Coffee Roasters), Duncan Doughnuts, McDonalds, Farmer's Brothers, Dutch Brothers, and other national, local and regional companies in the grocery retail and office coffee service and hospitality industry market, many of which have substantially greater financial, sales, marketing and human resources than we do. In addition, there are numerous smaller companies and that offer similar products and which compete in the coffee business.

We believe that our customers choose among coffee brands based on the total value proposition that includes quality, variety, convenience, personal taste preference, price, service and social/sustainable consciousness. We believe that our market share in the category is driven by the quality of our product and the overall experience created by the Company and its servers, while being competitively priced in the premium category.

On January 11, 2012, Baristas filed for a trademark of the Baristas Brand SER. No. 85-513,645.  On Sept 25, 2012 it was granted protection of the Baristas service mark for coffee shops: Restaurant and Cafe services, in class 43 (U.S. CLS. 100 and 101).  The United States Patent and Trademark Office Service Mark Reg. No. is 4,213,149.  The Baristas Brand has been in use in commerce since July 1, 2009.

We are subject to the information and reporting requirements of the Exchange Act, under which we file periodic reports, proxy and information statements and other information with the United States Securities and Exchange Commission, or SEC. Copies of the reports, proxy statements and other information may be examined without charge at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, or on the Internet at http://www.sec.gov. Copies of all or a portion of such materials can be obtained from the Public Reference Room of the SEC upon payment of prescribed fees. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room.

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this registration statement before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Wherever possible, our Board of Directors will attempt to utilize revenues and profits in order to satisfy debts and other obligations.  Any non-cash based compensations will be reserved for executive performance incentives, debt reconciliations, acquisitions, or other such activities that the board determines in the best interest of the Company.  Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market.  These actions will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material.  Such issuances may also serve to enhance existing management's ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

Although Baristas relies on key personnel, the Company has reached a point of duty diversification such that given the loss of one or a few key personnel, although potentially detrimental, would not likely materially affect the ongoing operations for an extended period of time.

The coffee industry is highly fragmented.  Competition in coffee products and brands are increasingly intense as relatively low barriers to entry encourage new competitors to enter the marketplace.  In addition, we believe that maintaining and developing our brands is important to our success, and the importance of brand recognition may increase to the extent that competitors offer products similar to ours.  Many of our current and potential competitors have substantially greater financial, marketing and operating resources and access to capital than we do. Our primary competitors include Starbucks, Tully's, Seattle's Best, Peet's Coffee, Keurig Green Mountain (formerly Green Mountain Coffee Roasters), Farmer's Brothers and other companies in the office coffee service and hospitality industry market. If we do not succeed in effectively differentiating ourselves from our competitors in the coffee industry, including by developing and maintaining our brands, or our competitors adopt our strategies, then our competitive position may be weakened and our sales of coffee, and accordingly our future revenues may be materially adversely affected.

All of our revenues are planned to be generated through the sale of coffee.  Demand for coffee is affected by many factors, including:

Because we are highly dependent on consumer demand for coffee, a shift in consumer preferences away from coffee would harm our business more than if we had more diversified product offerings.  If customer demand for our coffee decreases, our sales, if any, would decrease and we would be materially adversely affected.

We believe that maintaining and developing our brand is critical to our success and that the importance of brand recognition may increase as a result of competitors offering products similar to ours.  Our brand building initiative involves increasing the availability of our products on the Internet, in grocery stores, licensed locations and food service locations to increase awareness of our brand and create and maintain brand loyalty.  If our brand building initiative is unsuccessful, we may never recover the expenses incurred in connection with these efforts and we may be unable to increase our future revenue or implement our business strategy. As part of our brand building initiative, we may revise our packaging or make other changes from time to time. If these changes are not accepted by customers, our business could suffer.

Our success in promoting and enhancing our brand will also depend on our ability to provide customers with high quality products and customer service. Although we take measures to ensure that we sell only high-quality coffee, we have no control over our coffee products once purchased by customers.  Accordingly, customers may prepare coffee from our products in a manner inconsistent with our standards, store our coffee for long periods of time or resell our coffee without our consent, which in each case, potentially affects the quality of the coffee prepared from our products.  If customers do not perceive our products to be of high quality, then our reputation and the value of our brand may be diminished and, consequently, our ability to implement our business strategy may be adversely affected.

Coffee costs have been very volatile over the last several years and increases in the cost of high-quality coffee beans could impact the profitability of our business.

In the past several years, we have experienced a dramatic increase in the price volatility of Arabica coffee traded on the New York Board of Trade. While we do not purchase coffee on the commodity markets, price movements in the commodity trading of Arabica coffee beans impacts the prices we pay.  We expect the coffee commodity market to continue to be challenging as it continues to be influenced by worldwide supply and demand, the relative strength of the United States Dollar and speculative trading.  Coffee prices can also be affected by multiple factors in the producing countries, including weather, natural disasters, political and economic conditions, export quotas or similar factors.

One of our main concerns for fiscal 2015 is a shortage in Jamaican Blue Mountain (JBM) beans and products.  Hurricane Sandy and coffee leaf rust has impacted the production output of JBM by about 40 percent for 2014.  Jamaica and the industry expect a slow recovery in 2015 and to be back in full production by 2016.  We are diligently working to secure more JBM as the market we created for it continues to expand.  Limited JBM supply hampered our growth in fiscal 2014.  If we are not able to purchase sufficient quantities of high-quality coffee beans, we may not be able to fulfill the demand for our coffee, our revenue may decrease and our ability to expand our business may be negatively impacted.

In addition to the increase in coffee costs discussed above, we are exposed to cost fluctuation in other commodities, including milk, sugar, syrups, energy and fuel. For example, an increase in the cost of fuel could indirectly lead to higher electricity costs, transportation costs and other commodity costs. An increase in the cost of milk or other products, including sugar and other sweeteners, which coffee drinkers use to flavor and season their coffee, could also lead to a decrease in the demand for our products.  Much like coffee costs, the costs of these commodities depend on various factors beyond our control, including economic and political conditions, foreign currency fluctuations and global weather patterns. To the extent that we are unable to pass along such costs to our customers through price increases, our margins and profitability will decrease.

The coffee environment is rapidly evolving as a result of, among other things, changes in consumer preferences; shifting consumer tastes and needs; changes in consumer lifestyles; and competitive product and pricing pressures.  In addition, the beverage retail landscape is very dynamic and constantly evolving, not only in emerging and developing marketplaces, where modern trade is growing at a faster pace than traditional trade outlets, but also in developed marketplaces, where discounters and value stores, as well as the volume of transactions through e-commerce, are growing at a rapid pace.  If we are unable to successfully adapt to the rapidly changing environment and retail landscape, our share of sales, volume growth and overall financial results could be negatively affected.

Our industry is being affected by the trend toward consolidation in the retail channel.  Larger retailers may seek lower prices from us and may demand increased marketing or promotional expenditures, any of which could negatively affect the Company's profitability.  In addition, our success depends in part on our ability to maintain good relationships with key retail and grocery customers.  The loss of one or more of our prospective or current customers could have an adverse effect on our financial performance.

In addition, because of the competitive environment facing retailers, many of our customers have increasingly sought to improve their profitability through increased promotional programs, pricing concessions, more favorable trade terms and increased emphasis on private label products.  To the extent we provide concessions or trade terms that are favorable to customers, our margins would be reduced. Further, if we are unable to continue to offer terms that are acceptable to our significant customers, or our customers determine that they need fewer inventories to service consumers, these customers could reduce purchases of our products or may increase purchases of products from our competitors, which would harm our sales and profitability.

Decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit availability or increase the cost of key agricultural commodities, such as coffee and tea, which are important sources of ingredients for our products, and could impact the food security of communities around the world.  Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products.  As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations.

Advances in technologies or alternative methods of delivery, including advances in vending machine technology and home coffee makers, or certain changes in consumer behavior driven by these or other technologies and methods of delivery could have a negative effect on our business.  Moreover, technology and consumer offerings continue to develop, and we expect that new or enhanced technologies and consumer offerings will be available in the future.  We may pursue certain of those technologies and consumer offerings if we believe they offer a sustainable customer proposition and can be successfully integrated into our business model.  However, we cannot predict consumer acceptance of these delivery channels or their impact on our business.  In addition, our competitors, many of whom have greater resources than us, may be able to benefit from changes in technologies or consumer acceptance of alternative methods of delivery, which could harm our competitive position.  There can be no assurance that we will be able to successfully respond to changing consumer preferences, including new technologies and alternative methods of delivery, or to effectively adjust our product mix, service offerings, and marketing and merchandising initiatives for products and services that address, and anticipate advances in technology and market trends.  If we are not able to successfully respond to these challenges, our business, financial condition, and operating results could be harmed.

Our coffee contains significant amounts of caffeine and other active compounds, the health effects of some of which are not fully understood.  A number of research studies conclude or suggest that excessive consumption of caffeine may lead to increased heart rate, nausea and vomiting, restlessness and anxiety, depression, headaches, tremors, sleeplessness and other adverse health effects.  An unfavorable report on the health effects of caffeine or other compounds present in coffee could significantly reduce the demand for coffee, which could harm our business and reduce our sales and profits.  Also, we could become subject to litigation relating to the existence of such compounds in our coffee; any such litigation could be costly and could divert management attention.

We may be the subject of complaints or litigation from customers alleging beverage and food-related illnesses or other quality, health or operational concerns.  Adverse publicity resulting from such allegations may materially adversely affect us, regardless of whether such allegations are true or whether we are ultimately held liable.  In addition, any litigation relating to such allegations could be costly and could divert management attention.

Our current officers and our directors do not hold voting control over the Company.  As a result, our shareholders who are not officers and directors may be able to obtain a sufficient number of votes to choose who serves on our Board of Directors, and/or to remove our current directors from the Board of Directors.  Because of this possiblity, the current composition of our Board of Directors may change in the future, which could in turn have an effect on those individuals who currently serve in management positions with us.  If that were to happen, our new management could affect a change in our business focus and/or curtail or abandon our business operations, which, in turn could cause the value of our securities, if any, to decline or become worthless.

Our policies and procedures are designed to comply with all applicable laws, accounting and reporting requirements, tax rules and other regulations and requirements, including those imposed by the SEC, as well as applicable trade, labor, healthcare, privacy, food, anti-bribery and corruption and merchandise laws.  In addition to potential damage to our reputation and brand, failure to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements.  Future laws or regulations (or the cost of complying with such laws, regulations or requirements) could also adversely affect our business and results of operations.

Our sales and performance depend significantly on consumer confidence and discretionary spending, which are still under pressure from United States and global economic conditions.  A worsening of the economic downturn and decrease in consumer spending may adversely impact our sales, ability to market our products, build customer loyalty, or otherwise implement our business strategy and further diversify the geographical concentration of our operations.  For example, we are highly dependent on consumer demand for specialty coffee, and a shift in consumer demand away from specialty coffee due to economic or other consumer preferences would harm our business.

Our brand is among our most valuable assets.  Maintaining the brand "Baristas" as it becomes a more generalized term may lead to a dilution of our brand as a generic term as opposed to solidifying "Baristas" as our brand.  If we are unsuccessful in deterring others from utilizing our name, and our likeness to promote their products, then we could suffer an adverse effect which could cause material harm to our Company and its value to shareholders.

In the future, we may incur significant amounts of additional indebtedness in order to make acquisitions or continue our business plan.  Our level of indebtedness could affect our operations in several ways, including the following:

A high level of indebtedness increases the risk that we may default on our debt obligations.  We may not be able to generate sufficient cash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be available to pay or refinance such debt.  If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sell significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financial condition and results of operations.

Our securities are currently quoted on the OTCPK under the symbol "BCCI." We, at times, have a volatile, sporadic and illiquid market for our common stock, which is subject to wide fluctuations in response to several factors, including, but not limited to:

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance.  These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

We are subject to the requirements of Rule 15(g)9, promulgated under the Exchange Act, as long as the price of our common stock is below $5.00 per share.  Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction.  The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock.  Generally, the SEC defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share.  The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it.  Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

As a public company with listed equity securities, we must comply with the federal securities laws, rules and regulations, including certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act and the Dodd-Frank Act, related rules and regulations of the SEC, with which a private company is not required to comply.  Complying with these laws, rules and regulations will occupy a significant amount of time of our sole director and management and will significantly increase our costs and expenses, which we cannot estimate accurately at this time.  Among other things, we must:

The changes in our operating expenses from March 31, 2014 to March 31, 2013 are as follows:

Direct costs for generating sales was $99,617 for the three months ended March 31, 2014 compared to $51,788 in the three months ended March 31, 2013, an increase of $47,829 or 92.4%. The increase was due the timing of purchases and the change in allocation of expenses, from the previous period.

General and administrative expenses consisted of expenses covering office, supplies, shipping, telephone, internet insurance, and other general operating costs related to our business. General and administrative expenses of $42,797 for the three months ended March 31, 2014 compared to $212,558 for the three months ended March 31, 2013, a decrease of $169,761 or 79.9%.  The decrease was primarily due to a Department of Labor judgment in 2013 that did not affect 2014.

Stock-based compensation and compensation expenses consisted of: $10,000 in stock issued for compensation in the three months ended March 31, 2014 compared to $115,136 in the three months ended March 31, 2013, an decrease of $105,136 or 91.3%; $129,259 in payroll compensation and related tax expenses in the three months ended March 31, 2014 compared to $152,254 for the three months ended March 31, 2013, an decrease of $22,995 or 15.1%. The decrease is the result of lower revenues of 13% and reduced staffing expenses as compared to 2013.

Depreciation and amortization expenses for the three months ended March 31, 2014 of $40,471 decreased $59,144 from $99,615 or 59.4% from the three months ended March 31, 2013.  The descrease was due to certain assets becoming fully depreciated and the disposal of assets.

Net other income (loss) was ($61,863) for the three months ended March 31, 2014 compared to ($28,935) an increase of $32,928 or 113.8%. The net loss is comprised of interest expense, gain on disposal, and minority interest. The increase in the net other loss is primarily due to the increase of interest expense in the current period of $56,768 and offset by gains from asset disposal of $32, and a gain in minority interest of $23,808, as compared to 2013.  During the period ended March 31, 2013, we did not have any disposal of assets or a minority interest position, thus net other loss consisted solely of interest expense. 

The net loss for the three months ended March 31, 2014 was ($77,078) compared to the net loss of ($293,613) for the three months ended March 31, 2013. The Company had a loss per weighted common shares outstanding of ($0.00) for the three months ended March 31, 2014 compared to ($0.00) for the three months ended March 31, 2013.

The changes in the Company's operating expenses from December 31, 2013 to December 31, 2011 are as follows:

 

General and administrative expenses consisted of expenses for office, supplies, shipping, telephone, Internet insurance, and other general operating costs related to our business. General and administrative expenses of $880,728 for the year ended December 31, 2013 compared to $432,401 for the year ended December 31, 2012, a increase of $448,327 or 103.7%.  The increase was primarily due to a Department of Labor judgment in 2013 that did not affect 2012.

Stock-based compensation and compensation expenses consisted of: $633,687 in stock issued for compensation in the year ended December 31, 2013 compared to $376,250 in the year ended December 31, 2012, an increase of $257,437 or 68.4%; $627,656 in payroll compensation and related tax expenses in the year ended December 31, 2013 compared to $580,612 for the year ended December 31, 2012, an increase of $47,044 or 8.1%.

Depreciation and amortization expenses for the year ended December 31, 2013 of $132,990 increased $29,689 from $103,301 or 28.7% from the year ended December 31, 2012 related to the capital expenditures the Company made of $33,891 and $104,400, during the years ending December 31, 2013 and 2012, respectively.

Net other loss was ($205,709) for the year ended December 31, 2013 compared to ($116,671) in the year ended December 31, 2012, an increase of $89,038 or 76%. The net other loss is comprised of interest expense and loss on disposal of equipment. The increase in the net other loss is primarily due to the loss on disposal of equipment of $89,969 during the year end December 31, 2013. 

The net loss of the year ended December 31, 2013 was ($1,471,433) compared to the net loss of ($608,573) in the year ended December 31, 2012, an increase of $862,860 or 142%. The Company had a loss per weighted common shares outstanding of ($0.01) for the year ended December 31, 2013 compared to ($0.00) for the year ended December 31, 2012.

We have a history of operating losses as we have focused our efforts on raising capital and building our brand and expanding our business locations. The report of our independent auditors issued on our consolidated financial statements as of and for the years ended December 31, 2013 and 2012 expresses substantial doubt about our ability to continue as a going concern. In 2013, we were successful in raising net proceeds of $394,136; 195,000 through private placements, $182,288 from stockholders, and $16,848 through debt financing in order to fund the development and growth of our operations. During the first quarter ended March 31, 2014, we were successful in raising net proceeds of $90,933 through private placements in order to fund the development and growth of our operations. Our ability to continue as a going concern is dependent on our obtaining additional adequate capital to fund additional operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations.

For the three months ended March 31, 2014, we incurred a net loss of $77,078. Net cash provided by operating activities was $79,155, net cash used in investing activities was $166,430 and net cash provided by financing activities was $90,933.  For the three months ended March 31, 2013, we incurred a net loss of $293,613. Net cash used in operating activities was $208,258, net cash used in investing activities was $57,034 and net cash provided by financing activities was $265,292.

For the year ended December 31, 2013, we incurred a net loss of $1,471,433. Net cash used in operating activities was $310,541, net cash used in investing activities was $83,595 and net cash provided by financing activities was $394,136.  For the year ended December 31, 2012, we incurred a net loss of $608,573. Net cash used in operating activities was $280,573, net cash used in investing activities was $104,400 and net cash provided by financing activities was $348,508.  

As of March 31, 2014, the Company had a working capital deficit of $1,255,447, compared to $1,153,602 at December 31, 2013, or an increase in working capital deficit of $101,845 (8.8%). As of March 31, 2014, the Company had cash and cash equivalents of $3,658 as compared to $0 on December 31, 2013. For 2013, current assets increased $5,799 (18.9%) due to increases of $3,658 in cash and an increase of $2,141 in accounts receivable. Current liabilities increased $107,644 (9.1%), with an increase in accounts payable and accrued expenses of $131,711 (19.9%), a decrease in shareholder loans of $20,067 (4.2%), and a decrease in notes payable of $4,000 (9.0%).

As of December 31, 2013, the Company had a working capital deficit of $1,153.602, compared to $959,839 at December 31, 2012, or an increase in working capital deficit of $193,763 (20.2%). As of December 31, 2013, the Company had cash and cash equivalents of $0 as compared to $0 on December 31, 2012. For 2013, current assets increased $3,074 (11.1%) due to an increase of $3,074 in inventory. Current liabilities increased $196,837 (19.9%), with an increase in accounts payable and accrued expenses of $110,585 (20.1%), an increase in shareholder loans of $125,584 (35.7%), and a decrease in notes payable of $39,332 (46.8%).

 

Funding Requirements: We expect to incur substantial expenses and generate ongoing operating losses for the foreseeable future as we prepare for the ongoing development and launch of our sports bar business, grow the existing base of our coffee store locations and support business and further expand this business into additional facilities and locations. If we are unable to raise an adequate amount of capital, however, we could be forced to curtail or cease operations. Our future capital uses and requirements depend on numerous forward-looking factors.

These factors include the following:

During 2014, we entered joint venture agreements to launch franchises in new states and as well to develop a sports bar. We have yet to achieve profitability as a result of the Company's non-operating expenses, and the issuance of shares of our common stock to third parties for various services rendered. As we grow, the use of our common stock as currency will decline when our cash availability grows.

In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon our continued operations, which in turn is dependent upon our ability to meet our financial requirements, raise additional financing, and the success of our future operations.

Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional funds by issuing equity securities or by selling debt securities, if convertible, further dilution to our existing stockholders would result. To the extent our capital resources are insufficient to meet our future capital requirements, we will need to finance our future cash needs through public or private equity offerings, collaboration agreements, debt financings or licensing arrangements.

If adequate funds are not available, we may be required to terminate, significantly modify or delay the development and launch of our businesses, reduce our planned commercialization efforts, or obtain funds through means that may require us to relinquish certain rights that we might otherwise seek to protect and retain. Further, we may elect to raise additional funds even before we need them if we believe the conditions for raising capital are favorable.

The Company has adopted all recently issued accounting pronouncements that management believes to be applicable to the Company. The adoption of these accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

The following table sets forth as of March 31, 2014, the number and percentage of the outstanding shares of common stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding common stock.

President and Director with Baristas Coffee Company™ for over four years, Mr. Steciw duties include refining Baristas™ Operational processes, increasing revenues and generating profits. Mr. Steciw has been involved in virtually every aspect of the construction industry for nearly 20 years. From a laborer to a designer of high rise buildings and a developer of over 40 townhomes.  As a professional consultant to the building design industry, he has held over 100 power point presentations to the industry, presenting to audiences from 10 to over 200 people. Mr. Steciw has a Bachelor of Science Degree in Business Management from Boston University.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of the our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish our company with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such reports received by us, and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended December 31, 2013, our officers and directors, Barry Henthorn and T. Scott Steciw, have not yet filed a Form 3 reporting their beneficial ownership of the Company's common stock.

The Company does not have a formal Audit Committee, Nominating Committee or Compensation Committee.  As the Company's business expands, however, it will reassess this process.

The Company has issued a number of notes with various maturities dates to shareholders, for advances.   These notes are convertible at the previous day's closing market price and accrue interest at 8% per annum.  The outstanding balances at March 31, 2014 and December 31, 2013 were $457,780 and $477,847, respectively. The Company plans to pay the loans back as cash flows become available.

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.  We are not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.  We may become involved in material legal proceedings in the future.

The Company's common stock currently trades on the OTCPK under the symbol "BCCI."  The Company recently made a formal application to the NASDAQ Capital Markets, under the reserve symbol "BAPI".  This application has not yet been approved, and may be rejected.  Trading in our common stock has been very sporadic over the past several years.  The following table shows the high and low bid price for each of the last fiscal quarters for the two most recent fiscal years, as reported by otcbb.com.

As of March 31, 2014, there were 296,233,305 shares issued and outstanding, held by approximately 4,752 shareholders of record.  The Company currently has 300,000,000 authorized shares of its common stock, par value $0.001.

We have never declared or paid any cash dividends on our common stock, and we do not anticipate paying any dividends on our common stock in the foreseeable future.  We intend to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund future growth of our business.

The Below referenced securities were offered and sold in reliance on the exemption from registration afforded by Section 4(2) under the Securities Act and corresponding provisions of state securities laws.

/s/ DKM Certified Public Accountants

Clearwater, Florida

 

 

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