TGRR Tiger Reef Inc (CE)

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our independent registered public accounting firm has issued a going concern opinion in their audit report dated April 5, 2017, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“ SEC ”) on April 6, 2017.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.  We do not anticipate generating significant revenues until we are able to open our first restaurant.  Accordingly, we must raise additional cash from sources other than operations.

To meet our need for cash we are continually exploring new sources of financing, including raising funds through a secondary public offering, a private placement of securities and/or loans.  If we are unable to secure additional financing, we will either have to suspend operations until we do raise the cash or cease operations entirely.

The following discussion should be read in conjunction with our financial statements and the notes thereto and the other information included in this Quarterly Report as filed with the SEC on Form 10-Q.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance.  We are an emerging growth business with limited operating history.  We cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

To become profitable and competitive, we have to successfully open operating restaurant properties throughout the Caribbean region and have our ultra premium rums available to consumers worldwide.  We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to generate sufficient revenues to cover our operating expenses, which may never happen.  Issuances of additional shares will result in dilution to our then existing stockholders.  There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We are continually exploring new sources of financing to meet our need for additional cash, including raising funds through sales of our equity securities and loans.  We cannot provide any assurances that our efforts to secure additional financing will be successful.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Further, future equity financing could result in additional and substantial dilution to existing shareholders.

Plan of Operations

Tiger Reef was incorporated under the laws of the State of Colorado on June 27, 2013 under the name Stream Flow Media, Inc.  We amended our Articles of Incorporation on October 14, 2015 to change our name to Blue Water Bar & Grill, Inc. and further amended its Articles of Incorporation on October 24, 2016 to change its name to Tiger Reef, Inc. Tiger Reef is a diversified producer of ultra premium rums under the Tiger Reef® brand and a developer of Caribbean casual dining restaurant properties under the Mermaid Reef Ocean Grill & Lounge™ brand.

The projected costs and other related expenses are estimates made by our management and our actual costs related to opening our proposed restaurants may differ significantly.

In addition to the foregoing, and unless otherwise noted, all of the cost estimates and forecasts throughout our business plan are mere estimates made by our management.  Our actual costs related to opening and operating the proposed restaurants may differ significantly from our estimates, which could have a negative impact on our overall business, cause our business to fail, and result in you losing all of your investment.

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Tiger Reef® Ultra Premium Rums

Tiger Reef has worked closely with a distinguished and multi-award winning Cuban Maestro Ronero (master rum maker) to formulate three new and very special ultra premium rums specifically for the US market.  These rums will be produced and bottled in the Dominican Republic and are expected to be available to US consumers in late 2017.

Mermaid Reef Ocean Grill & Lounge™

The Mermaid Reef Ocean Grill & Lounge™ (“ Mermaid Reef ”) concept is an intimate restaurant of between 80 to 100 seats, with both indoor and outdoor seating, featuring a variety of proteins, both from the ocean and the land, seasonal crispy vegetables, and an array of rich, delectable sauces to please even the most discriminating palette.  Each restaurant will be built on-site at an existing major Caribbean resort chain and, even though it will be operated as a resort amenity, each restaurant will also be actively marketed to non-resort guests and local residents.

On June 19, 2017 Tiger Reef, through its wholly owned subsidiary Mermaid Reef, B.V., entered into a lease agreement to open the initial Mermaid Reef at Simpson Bay Resort & Marina , a Royal Resorts property, located in St. Maarten, Dutch West Indies.  Key elements of this new restaurant and location include:

Left: Inside dining floorplan; Top Right: Outside Dining Gazebo; Bottom Right: Outside Lounge Gazebo

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Keys for Success

To better achieve our business objectives and successfully compete with other restaurants, we have developed the following focal points and strategies we anticipate implementing in all of our future restaurants:

Create a Fun, Energetic, Destination Drinking and Dining Experience .  We wish to create and promote a fun and socially open atmosphere whereby our customers can, if they choose to do so, openly interact with one another.  Topics of discussion and frequent interest will often center around where each other is from, what activities have they done while on the island, and giving and receiving recommendations for future activities while on the island; sometimes the floor and bar staff will participate in these discussions and offer their own words of advice.  We intend to accomplish this by utilizing sectional floor and foot traffic planning, whereby the bar area will promote social interaction among customers, a stage area will feature local live entertainment performers to create a lively and festive atmosphere, and more intimate dining tables will be located further in the back to provide separation for those who just wish to dine alone and enjoy the island atmosphere.  We believe that if we are successful at achieving this goal, new customers – tourists, “local” ex-patriots and native locals alike – will become repeat, or “regular”, customers and subsequently promote the restaurant by word-of-mouth to their friends and family.

Distinctive Concept .  In each restaurant we wish to create a fun and consistent experience for our customers centered around our full bar service, dining offerings, and daily entertainment.  The restaurant’s concept will be carried throughout our customers’ entire visit and will involve all aspects of the experience, including the exterior design of the building, interior layout and decorum, employee greetings and uniforms, specialty drinks and menu items, and fun and creative souvenirs such as interestingly shaped drink glasses and bright and flamboyant t-shirts that can remind the customer of their vacation or make an excellent gift for someone back home.

Comfortable Adult Atmosphere .  Our restaurants will be primarily adult orientated.  While children will be welcomed during daytime hours as long as they are accompanied by a responsible adult at all times during their visit, no one under 21 years of age (or the minimum legal drinking age as established by statute) will be allowed into our restaurants after 10pm.  We believe that this policy will help maintain a fun and relaxed atmosphere that appeals to adult customers, and will help attract groups such as private parties and business organizations.

High Standard of Customer Service .  Because service is one the key areas restaurants differentiate themselves from one another – and a constant source of either compliments or complaints from customers – we intend to foster a high level of customer service among our employees, ranging from the general manager to the greeters, through intense training (cross training for all manager level employees and a one-week training course, complete with required testing on all food and drink offerings, operational procedures, and computer checkout for all other employees), constant monitoring (from the on-duty manager and surprise visits from “secret shoppers”), and emphasizing consideration of our customers first and foremost in all decisions.  From the moment a customer walks into the front door, we want them to experience a high level of guest service provided by a knowledgeable, energetic staff.  Bar tenders will be required to be able to free pour simultaneously from multiple liquor bottles and perform “flare” techniques (flipping, tossing, and twirling of liquor bottles) for our customers’ entertainment; greeters and servers will be required to introduce customers to the concept, explain the drink and entree menus and daily specials, and generally set the stage for a fun and memorable experience for them.

Provide Dining Value .  We believe that our restaurants should provide our customers with interesting, high quality, and generously portioned (covering the entire plate) menu items that are aesthetically appealing and result in the customer leaving fully satisfied.  Complementing the dining aspect, we intend to offer the customer a unique variety of original drinks, each designed to perpetuate and immerse the customer in the restaurant’s overall concept.  It is our goal to generate at least a US$35 average check per guest, inclusive of food and drinks.  We estimate that our overall gross sales will be comprised of 65% food and 35% drinks.  We anticipate achieving and maintaining a 30% food cost and 18% liquor cost, which relates to our actual cost of the product compared to the gross revenue the product generates.  For example, if we sold a fish entree for $20 our actual cost would be $6 and our gross profit would be $14.  Prices for entrees will start at around $12 for a hamburger and rise to $42 (or more) for a surf and turf dinner; prices for drinks will start at $3 for beer, $6 for basic well mixed drinks, and $8 for specialty drinks.

It is important to note that although we aspire to operate at or below the above food and liquor costs, we cannot guarantee that we will ever achieve such food or liquor costs or, if achieved, will be able to maintain them.

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Operations and Management

Our ability to effectively manage an operation including high volume restaurants (annual gross sales of US$1,000,000 or more) with live entertainment offerings is critical to our overall success.  In order to maintain quality and consistency at each of our future restaurants we must carefully train and properly supervise our personnel and the establishment of, and adherence to, high standards relating to personnel performance, food and beverage preparation, entertainment productions and equipment, and maintenance of the restaurant facilities.  We believe our current management is capable of overseeing our planned growth over the next two years.  While staffing levels will vary from restaurant to restaurant depending on actual sales volumes, we anticipate our typical restaurant management staff to be comprised of a general manager, a kitchen manager (who also serves as the head chef) and a bar manager (who also serves as the head bartender); the kitchen manager and bar manager will also act as assistant general managers when the general manager is off-duty and will receive a slightly higher base salary compared to our other chefs and bartenders to compensate for their added responsibilities.

Recruiting .  We will actively recruit and select individuals who share our passion for customer service.  Our selection process includes testing and multiple interviews to aid in the selection of new employees, regardless of their prospective position.  We will offer a competitive compensation plan to our managers that includes a base salary, bonuses for achieving performance objectives, and possibly incentive stock options once they have worked for us for at least one full year.  For example, the general manager in our initial restaurant will most likely be offered a base salary of $3,500 a month, plus up to $1,000 a month in additional performance incentives for achieving minimum gross sales and exceeding the minimum targeted food, liquor, and labor costs, as determined by our executive management team.  In addition, all employees are entitled to discount meals at any of our future restaurants.

Training .  We believe that proper training is the key to exceptional customer service.  Each new management hire will go through an extensive training program, which will include cross-training in all management duties.  All non-management new hires will go through a standard training program where they will learn and be tested on all of our food and drink offerings, operational procedures, and our point-of-sale (POS) computer system.

Management Information Systems (MIS) .  All of our future restaurants will be equipped with a variety of integrated management information systems.  These systems will include an easy-to-use point-of-sale (POS) computer system which facilitates the movement of customer food and drink orders between the customer areas and kitchen and bar operations, controls cash, handles credit card authorizations, keeps track of sales on a per employee basis for incentive awards purposes, and provides on-site and executive level management with real-time sales and inventory data.  Additionally, we intend to implement a centralized accounting system that will include a food cost program and a labor scheduling and tracking program.  Physical inventories of food and drink items will be performed on a weekly basis.  Further, daily, weekly, and monthly financial information will be provided to executive level management for analysis and comparison to our budget and to comparable restaurants.  By closely monitoring each restaurant’s gross sales, cost of sales, labor, and other cost trends we will be better able to control our costs, inventory levels, and identify problems with individual operations, if any, early on.

Secret Shopper .  Because we believe exceptional customer service is paramount to our success, we intend to implement a “secret shopper” program to monitor the quality control at all of our future restaurants.  Secret shoppers are independent persons who test the quality of our food, drink, and service as paying customers without the knowledge of the restaurant’s management or employees.  Secret shoppers then report their unbiased experiences to our executive level management.

Long-Term Growth Plan (5+ Years)

Ultra Premium Rums

Over the next five years we plan to expand and grow the Tiger Reef® brand of ultra premium rums into new territories, including:

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Mermaid Reef Ocean Grill & Lounge™

Over the next five years we plan to focus on a disciplined growth strategy of opening one new Mermaid Reef restaurant each year.  We have also identified the following Caribbean islands we intend to eventually open a Mermaid Reef restaurant:

We estimate that we will need to raise a minimum of $5 million to achieve the above listed goals and milestones.  This capital will most likely be raised through the sales of additional equity securities, which will have a dilutive effect on existing shareholders.

Sales and Marketing

Our marketing strategy is aimed at attracting new customers through both traditional and creative avenues.  We intend to focus on building a reputation among local customers (those living on the island) while directing our marketing efforts toward tourists staying on the island or visiting for the day on a cruise ship.  We intend to accomplish this through:

When opening a new restaurant we intend to host grand opening parties for local leaders, media personalities, hospitality employees such as resort and hotel staff, and tourism bureau representatives (inclusive of cruise ship industry representatives and hotel/resort industry representatives).  Our goal with courting these groups is to introduce them to our concept and court them to refer new customers to our restaurants and provide us with free future media exposure.

Afterwards we will sustain awareness through more traditional marketing methods, including radio and television spots, newspaper ads, billboards and road signs, and resort and hotel concierge promotional cards and discount coupons.

If our strategy is successful it will lead to “word of mouth” referrals, which is our ultimate goal.  This is accomplished by providing our customers with consistently excellent service and quality food and drinks.

While we do not have a fixed marketing budget, we do anticipate launching each new restaurant with a marketing blitz campaign and tapering it down to less than 5% of the restaurant’s annual gross sales once it is sufficiently established with regular and recurring revenue.

Financing

We estimate that we will need to generate at least $1.5 million in additional financing in order to maintain our current level of operations and meet our planned fiscal 2017 capital expenditures.  Further, in order to proceed with our long-term plans, we anticipate that we will need to generate at least between $4 and $5 million in additional long-term financing.

We presently do not have an established or dependable source of financing.  Currently we are exploring various sources of new financing to meet our basic working capital needs and provide for our planned capital expenditures.  Without limiting our available options, future financings will most likely be through the sale of additional shares of our common stock.  It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock.  However, we can give no assurance that sufficient financing will be available to us, and if available to us, in amounts or on

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terms acceptable to us.  If we are unable to obtain additional funds to meet our basic working capital needs, we may need to cease or curtail our business operations.  

Government Regulation

The restaurant industry is subject to many various laws which directly affect our organization and planned operations.  Each restaurant we open must comply with various licensing requirements and regulations by a number of governmental authorities, which typically include health, safety and fire authorities in the municipality where our restaurant is located.  The development and operation of a successful restaurant depends upon selecting and acquiring a suitable location, which is normally subject to zoning, land use, environmental, traffic, and other regulations.  Further, our operations will also be subject to various laws governing such matters as wages, health insurance requirements, working conditions, citizenship and work permit requirements, and mandatory overtime pay, all of which will directly affect our labor costs.

Additionally, because we anticipate a significant portion of our revenue to be generated from the sale of alcoholic beverages, we must comply with any and all regulations governing their sale.  Typically this requires the proper licensing at each restaurant location (in many cases it needs to be renewed on an annual basis).  Such licenses may be revoked or suspended for cause at any time.  These regulations often relate to many aspects of the restaurant, including the minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage and dispensing of alcoholic beverages.   The failure of any of our future restaurants to obtain and retain such a license would limit its ability to generate sufficient revenues to achieve profitability at that particular location, which could subsequently impact our business’s overall revenues and ability to achieve (and if achieved, maintain) profitability.

Compliance with Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

Patents and Trademarks

Our Tiger Reef trademark and logo have been registered with the U.S. Patent and Trademark Office (“ USPTO ”) with a serial number of 87158477, which is owned by our wholly-owned subsidiary, Tiger Reef Spirits, Ltd., an Anguilla International Business Company (“ IBC ”) that we formed on August 31, 2016.

Property and Equipment

Our principal executive office is located at Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies. This space is provided to us by our President and CEO, J. Scott Sitra, free of charge.  There is no written agreement or other material terms relating to this arrangement.

Executive Offices and Telephone Number

Our executive office, US mailing address and main telephone number is currently:

Executive Office US Mailing Address (Mail Forwarding Service)  

Wellsburg Street #7 c/o The Mailbox #5241 

Cole Bay P. O. Box 523882 

St. Maarten, Dutch West Indies Miami, FL  33152 

Telephone and Other Contact Information Corporate Internet Websites  

Tel: (949) 264-1475 www.tigerreefinc.com  

Fax: (949) 607-4052 

E-Mail: info@tigerreefinc.com  

Jumpstart Our Business Startups Act

In April 2012, the Jumpstart Our Business Startups Act (" JOBS Act ") was enacted into law. The JOBS Act provides, among other things:

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In general, under the JOBS Act a company is an emerging growth company if its initial public offering (" IPO ") of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of:

(i) the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,  

(ii) the completion of the fiscal year of the fifth anniversary of the company's IPO;  

(iii) the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or  

(iv) the company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.  

(i) audited financial statements required for only two fiscal years; 

(ii) selected financial data required for only the fiscal years that were audited; and 

(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)  

Section 102(a) of the JOBS Act exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act . The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Securities Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period . Section 102(b) (1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Tiger Reef has elected not to opt out of the transition period pursuant to Section 107(b).

Results of Operations

Three Months Ended June 30, 2017 and 2016

Revenues . We did not generate any revenue during the three months ended June 30, 2017 and 2016.

Operating Expenses . Our total operating expenses for three months ended June 30, 2017 were $174,335 compared to $55,189 for the three months ended June 30, 2016, which represents an increase of $119,146, or 215.9%. The increase in operating expenses is the result of continued cost increases related to our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.

Loss From Operations . We generated an operating loss of ($174,335) from operations during the three months ended June 30, 2017 compared to an operating loss of ($55,189) during the three months ended June 30, 2016, which represents an increase of $119,146, or 215.9%.  The increase in operating loss from operations is the result of continued cost increases related to our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.

Other income (expenses) . During the three months ended June 30, 2017 and 2016 we recorded ($232,153) and ($646,949), respectively, in other expenses.  For the three months ended June 30, 2017 these other expenses were comprised of ($213,817) in in derivative losses related to newly issued convertible debt, and ($18,336) as interest expense.  For the three months ended June 30, 2016 these other expenses were comprised of ($644,115) for a one-time asset impairment charge and ($2,834) in imputed interest. The imputed interest expenses were recorded in our financial statements under additional paid-in capital.

Net Loss . We realized a net loss of ($406,488) during the three months ended June 30, 2017 compared to a net loss of ($702,138) during the three months ended June 30, 2016, which represents a decrease of ($295,650), or (42.1%). The decrease in the net loss is primarily the result of a one-time asset impairment charge.

Six Months Ended June 30, 2017 and 2016

Revenues . We did not generate any revenue during the six months ended June 30, 2017 and 2016.

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Operating Expenses . Our total operating expenses for six months ended June 30, 2017 were $472,343 compared to $124,936 for the six months ended June 30, 2016, which represents an increase of $347,407, or 278.1%. The increase in operating expenses is the result of continued cost increases related to our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.

Loss From Operations . We generated an operating loss of ($472,343) from operations during the six months ended June 30, 2017 compared to an operating loss of ($124,936) during the six months ended June 30, 2016, which represents an increase of $347,407, or 278.1%.  The increase in operating loss from operations is the result of continued cost increases related to our complying with our ongoing SEC reporting requirements, which have consisted primarily of legal, accounting and outside consulting fees.

Other income (expenses) . During the six months ended June 30, 2017 and 2016 we recorded ($286,495) and ($649,534), respectively, in other expenses.  For the six months ended June 30, 2017 these other expenses were comprised of ($213,817) in in derivative losses related to newly issued convertible debt, and ($72,678) in interest expense.  For the six months ended June 30, 2016 these other expenses were comprised of ($644,115) for a one-time asset impairment charge and ($5,419) in imputed interest.  The imputed interest expenses were recorded in our financial statements under additional paid-in capital.

Net Loss . We realized a net loss of ($758,838) during the six months ended June 30, 2017 compared to a net loss of ($774,470) during the six months ended June 30, 2016, which represents a decrease of ($15,632), or (2.0%). The decrease in the net loss is primarily the result of a one-time asset impairment charge.

Total Stockholders’ Deficit . Our stockholders’ deficit was ($779,432) as of June 30, 2017.

Liquidity and Capital Resources

As of June 30, 2017, we had assets valued at $24,935, which was comprised of $275 in cash and $24,660 in security deposits.

As of June 30, 2017, we had total liabilities of ($804,367), which consisted of accounts payable of ($193,548), notes payable to a related party of ($60,879), net convertible debt of ($60,700), derivative liability of ($433,317), accrued payroll of ($50,500), and accrued interest of ($5,423).

In addition to the foregoing, we expect to incur continued losses through the fiscal year ending December 31, 2017, possibly even longer.  We estimate that we will need to generate at least $1.5 million in additional financing in order to maintain our current level of operations and meet our planned fiscal 2017 capital expenditures.  Further, in order to proceed with our long-term plans, we anticipate that we will need to generate at least between $4 and $5 million in additional long-term financing.  

Without limiting our available options, future financings will most likely be through the sale of additional shares of our common stock.  It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock.  However, we can give no assurance that financing will be available to us, and if available to us, in amounts or on terms acceptable to us.  If we cannot secure adequate financing we may be forced to cease operations and you will lose your entire investment.

Eagle Equities and Adar Bays Notes

On March 1, 2017, Tiger Reef issued a convertible note payable for $35,000 to Eagle Equities, LLC (“ Eagle Equities ”). Tiger Reef agreed to pay 8% interest per annum on the principal amount and the maturity date is March 1, 2018. The note is convertible at the option of the holder at any time after 180 days at a rate of 55% of the lowest closing bid price of Tiger Reef’s common stock for the 15 prior trading days including the date upon which the conversion notice was received.

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The determined fair value of the embedded derivative of $68,374 was charged as a debt discount up to the net proceeds of the note ($35,000) with the remainder ($33,374) charged to current period operations as non-cash loss on change in derivative liability.

Tiger Reef recorded a loss on change in derivative liability for this note of ($33,374) for the six months ended June 30, 2017.

As of June 30, 2017, the outstanding balance due on the Eagle Equities Note was $35,000.  During the three and six months ended June 30, 2017, this note incurred $8,726 and $8,726 in amortization expenses that was recorded in the financial statements as interest expense.  Further, as of June 30, 2017, the remaining unamortized debt discount was $26,274.  As of June 30, 2017 the Eagle Equities Note had accrued $925 in interest.

On March 23, 2017, Tiger Reef issued a convertible note payable for $30,000 to Adar Bays, LLC (“ Adar Bays ”). Tiger Reef agreed to pay 8% interest per annum on the principal amount and the maturity date is March 23, 2018. The note is convertible at the option of the holder at any time after 180 days at a rate of 55% of the lowest closing bid price of Tiger Reef’s common stock for the 15 prior trading days including the date upon which the conversion notice was received.

The determined fair value of the embedded derivative of $58,607 was charged as a debt discount up to the net proceeds of the note ($35,000) with the remainder ($28,607) charged to current period operations as non-cash loss on change in derivative liability.

Tiger Reef recorded a loss on change in derivative liability for this note of ($28,607) for the six months ended June 30, 2017.

As of June 30, 2017, the outstanding balance due on the Adar Bays Note was $30,000.  During the three and six months ended June 30, 2017, this note incurred $7,479 and $7,479 in amortization expenses that was recorded in the financial statements as interest expense.  Further, as of June 30, 2017, the remaining unamortized debt discount was $22,521.  As of June 30, 2017 the Adar Bays Note had accrued $793 in interest.

In addition to each of the above initial convertible promissory notes (“ Initial Convertible Notes ”), Tiger Reef issued to Eagle Equities another convertible promissory note for $35,000 and issued Adar Bays two additional convertible notes each in the amount of $30,000.  These additional convertible notes are termed "Back-End Notes". Each of these notes have the same terms as the Initial Convertible Notes. Each Back-End Note shall initially be paid for by an offsetting promissory note issued to Tiger Reef by the lender (" Note Receivable ") provided that prior to the conversion of the Back-End Notes, the holders must have paid off the Notes Receivable in cash. The Notes Receivable to Eagle Equities is due on November 1, 2017 and the Notes Receivable to Adar Bays are due on November 27, 2017, unless Tiger Reef did not meet the “current public information” requirement pursuant to Rule 144, in which case both the Back-End Notes and the Notes Receivable could both be cancelled. The Notes Receivable are initially secured by the pledge of the Back-End Notes, but may be exchanged for other collateral upon Company’s approval following a three (3) day written notice to Tiger Reef. The term of the Notes Receivable and the Back-End Notes are one year, upon which the outstanding principal and interest is payable. The amounts funded plus accrued interest under Back-End Notes are convertible into common stock at any time after the requisite Rule 144 holding period (subject to the condition above for the Back-End Notes), at a conversion price equal to 55% of the lowest closing bid price in the 15 trading days prior to the conversion.

In the event Tiger Reef redeems the Initial Convertible Notes in full, Tiger Reef is required to pay off all principal, interest and any other amounts owing multiplied by (i) 120% of the unpaid principal amount during the first 30 days; (ii) 126% of the unpaid principal amount between days 31 and 60; (iii) 132% of the unpaid principal amount between days 61 and 90; (iv) 138% of the unpaid principal amount between days 91 and 120; (v) 144% of the unpaid principal amount between days 121 and 150; and (vi) 150% of the unpaid principal amount between days 151 and 180.   There shall be no redemption after the 180th day. The Back-End Notes may not be prepaid, except that if the initial convertible notes are redeemed by Tiger Reef within six months of their issuance, all obligations of Tiger Reef and holders under the Back-End Notes and the Notes Receivable will be deemed satisfied and such notes shall automatically be deemed cancelled and of no further force or effect.

In the event of two specific defaults, which include the maintenance of a minimum trading price and an aggregate dollar trading volume of Tiger Reef's common shares, the holders may cancel the Back-End Notes and the related Notes Receivable and otherwise in the event of other defaults as defined in the securities purchase agreement, the amount of principal and accrued interest will become immediately due and payable and may be offset by amounts due to Tiger Reef by the holders. Additionally, the Back-End Notes will bear default interest at a rate of 16% per annum, or the highest rate of interest permitted by law.

Since the Back-End Notes are not convertible until the Notes Receivable are paid and also not for 180 days from the note dates, and the Notes Receivable and Back-End Notes have a right of setoff, the Notes Receivable and Back-End Notes and related

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accrued interest receivable and payable have been netted for presentation purposes on the accompanying consolidated balance sheet.

Crown Bridge Note

On April 3, 2017, Tiger Reef issued a convertible note in the original principal amount of $111,000 to Crown Bridge Partners, LLC (“ Crown Bridge Note ”) bearing 12% interest per annum on the outstanding principal amount.  On April 6, 2017 Crown Bridge funded Tiger Reef $37,000 in the first tranche pursuant to the Crown Bridge Note, less a $2,500 Original Issue Discount (OID) and $1,500 in legal fees associated with this tranche.  Each tranche pursuant to the Crown Bridge Note matures 365 days after each tranche financing.

Upon receipt of the initial funding tranche of the Crown Bridge Note, Tiger Reef determined the aggregate fair value of $59,611 of embedded derivatives for this tranche. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 283.8%, (3) weighted average risk-free interest rate of 1.02%, (4) expected life of 1.0 years, and (5) estimated fair value of Tiger Reef’s common stock of $0.04 per share.

The determined fair value of the embedded derivative of $59,611 was charged as a debt discount up to the net proceeds of the note ($34,500) with the remainder ($22,611) charged to current period operations as non-cash loss on change in derivative liability.

Tiger Reef recorded a loss on change in derivative liability for this note of ($22,611) for the six months ended June 30, 2017.

As of June 30, 2017, the outstanding balance due on the Crown Bridge Note was $37,000.  During the three and six months ended June 30, 2017, this note incurred $8,921 and $8,921 in amortization expenses that was recorded in the financial statements as interest expense.  Further, as of June 30, 2017, the remaining unamortized debt discount was $28,079.  As of June 30, 2017 the Crown Bridge Note had accrued $964 in interest.

EMA Note

On April 3, 2017, Tiger Reef issued a convertible note in the original principal amount of $42,500 to EMA Financial, LLC (“ EMA Note ”) bearing 10% interest per annum on the outstanding principal amount.  On April 6, 2017 EMA funded Tiger Reef $42,500, less a $2,500 Original Issue Discount (OID) and $2,000 in legal fees associated with this tranche.  The EMA Note matures on April 3, 2018.

Upon receipt the funding of the EMA Note, Tiger Reef determined the aggregate fair value of $68,472 of embedded derivatives for this tranche. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 283.8%, (3) weighted average risk-free interest rate of 1.02%, (4) expected life of 1.0 years, and (5) estimated fair value of Tiger Reef’s common stock of $0.04 per share.

The determined fair value of the embedded derivative of $68,472 was charged as a debt discount up to the net proceeds of the note ($40,000) with the remainder ($25,972) charged to current period operations as non-cash loss on change in derivative liability.

Tiger Reef recorded a loss on change in derivative liability for this note of ($25,972) for the six months ended June 30, 2017.

As of June 30, 2017, the outstanding balance due on the EMA Note was $42,500.  During the three and six months ended June 30, 2017, this note incurred $10,247 and $10,247 in amortization expenses that was recorded in the financial statements as interest expense.  Further, as of June 30, 2017, the remaining unamortized debt discount was $32,253.  As of June 30, 2017 the EMA Note had accrued $990 in interest.

Blackbridge Note

On April 17, 2017, Tiger Reef issued a convertible note in the original principal amount of $75,000 to Blackbridge Capital Growth Fund, LLC (“ Blackbridge Note ”) bearing 12% interest per annum on the outstanding principal amount.  On April 20, 2017 Blackbridge funded Tiger Reef $75,000 with no deductions or associated fees.  The Blackbridge Note matures on October 17, 2017.

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Upon receipt the funding of the Blackbridge Note, Tiger Reef determined the aggregate fair value of $137,061 of embedded derivatives for this tranche. The fair value of the embedded derivatives was determined using the Bionomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 242.4%, (3) weighted average risk-free interest rate of 0.94%, (4) expected life of 0.5 years, and (5) estimated fair value of Tiger Reef’s common stock of $0.04 per share.

The determined fair value of the embedded derivative of $137,061 was charged as a debt discount up to the net proceeds of the note ($75,000) with the remainder ($62,061) charged to current period operations as non-cash loss on change in derivative liability.

Tiger Reef recorded a loss on change in derivative liability for this note of ($62,061) for the six months ended June 30, 2017.

As of June 30, 2017, the outstanding balance due on the Blackbridge Note was $75,000.  During the three and six months ended June 30, 2017, this note incurred $30,328 and $30,328 in amortization expenses that was recorded in the financial statements as interest expense.  Further, as of June 30, 2017, the remaining unamortized debt discount was $44,672.  As of June 30, 2017 the Blackbridge Note had accrued $1,751 in interest.

Going Concern Consideration

Our independent registered public accounting firm has issued a going concern opinion in their audit report dated April 5, 2017, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“ SEC ”) on April 6, 2017.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.

Off –Balance Sheet Operations

As of June 30, 2017, we had no off-balance sheet activities or operations.

Critical Accounting Policies

Use of Estimates

The accompanying financial statements of Tiger Reef have been prepared in accordance with generally accepted accounting principles in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  Actual results may vary from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, Tiger Reef considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of June 30, 2017 and December 31, 2016, Tiger Reef had no cash equivalents.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

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The estimated fair values of Tiger Reef’s financial instruments as of June 30, 2017 are as follows:

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The estimated fair values of Tiger Reef’s financial instruments as of December 31, 2016 are as follows:

Net Loss per Share Calculation

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  Tiger Reef excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because Tiger Reef recorded a loss for the three and six months ended June 30, 2017 and 2016.

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Revenue Recognition

Tiger Reef recognizes revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on Management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees.

Income Taxes

Tiger Reef accounts for income taxes pursuant to FASB ASC 740, Income Taxes.  Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

Tiger Reef maintains a valuation allowance with respect to deferred tax assets.  Tiger Reef establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration Tiger Reef’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as Tiger Reef generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

Election to Use Extended Transitional Period Under Jumpstart Our Business Startups Act (“ JOBS Act ”)

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the  adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Recent Accounting Pronouncements

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on Tiger Reef's financial position, results of operations or cash flows.