Blue Line Holdings Files S-1/A Amendment

TL;DR

Blue Line Holdings filed an S-1/A, moving closer to IPO. Get ready.

AI Summary

Blue Line Holdings, Inc. filed an S-1/A amendment on November 19, 2024, for its registration statement. The company, incorporated in Colorado, is in the bottled and canned soft drinks sector. Its principal executive offices are located at 400 North Park Avenue, Suite 12-B, Breckenridge, CO 80424, with a business phone number of (720) 705-9222.

Why It Matters

This filing indicates Blue Line Holdings is moving forward with its public offering plans, which could lead to increased liquidity and investment opportunities for the company.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company in the process of going public, which inherently carries higher risks than established public companies.

Key Numbers

• 333-282317 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 241475275 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Blue Line Holdings, Inc. (company) — Registrant
• 20241119 (date) — Filing Date
• Colorado (location) — State of Incorporation
• Anthony Kerrigone (person) — Agent for Service
• William T. Hart, Esq. (person) — Legal Counsel
• Hart & Hart, LLC (company) — Legal Firm

FAQ

Key Financial Figures

• $0.10 — Shareholders will be sold at a price of $0.10 per share. If and when our common stock
• $40,000 — this offering which are estimated to be $40,000. Investing in our common stock is spe
• $5.00 — ty securities with a price of less than $5.00 (other than securities registered on ce
• $1,000 — quo; fee which in some cases can exceed $1,000. For these reasons, investors in this
• $0.002 — et tangible book value of approximately $0.002 per share. Until a market develops for
• $0.01 — ,100,000 shares of our common stock for $0.01 per share. In June and July 2024, other
• $28,520 — s of September 30, 2024, we had cash of $28,520 which we obtained from the private sale
• $4,000 — ember 30, 2024, we raised an additional $4,000 from the private sale of our common sto
• $16 billion — red water market was estimated to be US $16 billion in 2022, increasing at a 10% CAGR from
• $37.65 billion — ndustry is predicted to be valued at US $37.65 billion. The market is expected to remain posit

Filing Documents

• forms-1a.htm (S-1/A) — 738KB
• ex3-1.htm (EX-3.1) — 89KB
• ex3-2.htm (EX-3.2) — 51KB
• ex5.htm (EX-5) — 10KB
• ex10-1.htm (EX-10.1) — 124KB
• ex10-2.htm (EX-10.2) — 7KB
• ex23-1.htm (EX-23.1) — 6KB
• ex23-2.htm (EX-23.2) — 4KB
• fin_001.jpg (GRAPHIC) — 20KB
• ex23-2_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-046760.txt ( ) — 1062KB

RISK FACTORS

RISK FACTORS 3 DETERMINATION OF OFFERING PRICE 6

DILUTION

DILUTION 6 MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION 7

BUSINESS

BUSINESS 8 MANAGEMENT 11 PRINCIPAL SHAREHOLDERS 12 SELLING SHAREHOLDERS 12 PLAN OF DISTRIBUTION 13

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 14 INDEMNIFICATION 15 AVAILABLE INFORMATION 15

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-1 2 PROSPECTUS SUMMARY We were formed as a Colorado corporation on May 16, 2024. At present we plan to secure licensing agreements for the sale of functional beverages with key industry players and acquire assets that complement our core business and drive growth. We may also seek to obtain licensing agreements for products outside of the functional beverage market. As of the date of this prospectus, we were in the development stage and had one licensing agreement giving us the right to sell flavored water in France. The Offering Between June 13, 2024 and October 10, 2024, we sold 9,920,000 shares of our common stock to investors in private transactions. By means of this prospectus, the persons who acquired 5,220,000 of these shares are offering to sell these shares to the public. We will not receive any proceeds from the sale of the common stock by the selling stockholders. See “Selling Shareholders”. Forward-Looking This prospectus contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, concerning our financial condition, results of operations and business. These statements include, among others: concerning the benefits that we expect will result from our business activities; and of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this prospectus. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, act

DILUTION

DILUTION As of September 30, 2024, we had a net tangible book value of approximately $0.002 per share. Until a market develops for our common stock, the shares offered by the Selling Shareholders will be sold at a price of $0.10 per share. If and when our common stock becomes quoted or listed on a recognized market, such as the OTCQB maintained by the OTC Markets Group, the shares owned by the selling shareholders may be sold at prices and terms then prevailing, at prices related to the then-current market price, or in negotiated transactions. An investor purchasing shares in this offering will suffer dilution equal in amount to the difference between the price paid for the shares and our net tangible book value at the time of purchase. On June 13, 2024, Anthony Kerrigone, our sole officer and director, acquired 5,100,000 shares of our common stock for $0.01 per share. In June and July 2024, other shareholders of the Company acquired 4,500,000 shares of the Company’s common stock at a price of $0.01 per share 6 MANAGEMENT’S DISCUSSION AND ANALYSIS AND plan of operation Results of Operations We were incorporated on May 16, 2024. As a result, a discussion of our operating results would not be meaningful. As of September 30, 2024, we had cash of $28,520 which we obtained from the private sales of our common stock. Subsequent to September 30, 2024, we raised an additional $4,000 from the private sale of our common stock. We do not have any firm commitments from any person to provide us with any capital. Trends The factors that will most significantly affect our future operating results, liquidity and capital resources will be: Our ability to secure and generate revenue from licensing agreements; and Access to capital through future sale of our common shares or debt. Other than the foregoing, we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on: revenues or

BUSINESS

BUSINESS We were formed as a Colorado corporation on May 16, 2024. At present we plan to secure licensing agreements for the sale of functional beverages with key industry players and acquire assets that complement our core business and drive growth. We may also seek to obtain licensing agreements for products outside of the functional beverage market. As of the date of this prospectus, we were in the development stage and had one licensing agreement giving us the right to sell flavored water in France. Industry Overview The global flavored water market was estimated to be US $16 billion in 2022, increasing at a 10% CAGR from 2023 to 2033. By 2031, the flavored water industry is predicted to be valued at US $37.65 billion. The market is expected to remain positive in the forthcoming years. The increasing preference for flavored, healthy, and functional drinks has been boosting the growth of the market across the globe. Consumers are showing interest in exploring innovative beverages infused with fruits, herbs, other healthy ingredients. The market witnessed rapid growth during the COVID-19 pandemic due to the increased health concerns, which augmented the demand for flavored hydration products enriched with the benefits of minerals and vitamins, especially among health-conscious consumers with mid-to high-income levels. Consumers, especially millennials and Gen Z, in the developed economies, such as the U.S., are spending more on flavored water. The trend of zero-calorie, zero-sugar, and low-carb content soft drinks is rising across the globe, which is also boosting the market growth. Citrus and berry flavors are gaining traction among consumers due to their refreshing tastes. The natural flavors are gaining traction due to their health benefits and refreshing tastes. As a result, producers have been launching beverages with such flavors that help improve physical and mental health. Over the past few years, consumer preference is shifting from sugary car

View Full Filing

View this S-1/A filing on SEC EDGAR