UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K



(Mark One)



xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended July 31, 2013



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______  to
_______



Commission
file number 333-170393



|HIGH PERFORMANCE BEVERAGES COMPANY                    
|------------------------------------------------------
|                                                      
|(Exact Name of Registrant as Specified in its Charter)



|Nevada                                                                         |  | 27-3566307                                  
|------------------------------------------------------------------------------ |  | --------------------------------------------
|(State or Other Jurisdiction of Incorporation
        or
        Organization) |  | (I.R.S. Employer
        Identification No.)
|                                                                               |  |                                             
|5137 E. Armor St.
        Cave Creek, AZ                                       |  | 85331                                       
|(Address of Principal Executive Offices)                                       |  | (Zip Code)                                  



Registrant’s Telephone Number: 602.326.8290



Securities
registered under Section 12(b) of the Act: None



Securities
registered under Section 12(g) of the Act:  Common Stock par value $.001 per share



Indicate by check mark
if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes ̈.Nox



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ̈.Nox



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

Yes ̈.Nox



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated
filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Check
one:



|Large accelerated filer |  ̈ |                                               | Accelerated filer         |  ̈ | 
|----------------------- | - | --------------------------------------------- | ------------------------- | - | 
|Non-accelerated filer   |  ̈ | (Do not check if a smaller reporting
company) | Smaller reporting
company | x | 



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes ̈.Nox



The aggregate market value of the voting stock held by non-affiliates
of the registrant as of  January 31, 2013 was approximately $2,058,021 (based on the closing price reported on date closest
to January 31, 2013 when trading took place on the OTCBB of the registrant's Common Stock). Shares of Common Stock held by officers
and directors and holders of 10% or more of the outstanding Common Stock have been excluded from the calculation of this amount
because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.



As of December 30, 2013 the number of outstanding shares of
the registrant's Common Stock was 121,407,603.



DOCUMENTS INCORPORATED BY REFERENCE



The following documents are herewith incorporated by reference:



None











HIGH PERFORMANCE BEVERAGES COMPANY



TABLE OF CONTENTS



|PART I  
|--------
|ITEM 1  
|ITEM 1A 
|ITEM 1B 
|ITEM 2  
|ITEM 3  
|ITEM 4  
|PART II 
|ITEM 5  
|ITEM 6  
|ITEM 7  
|ITEM 7A 
|ITEM 8  
|ITEM 9  
|ITEM 9A 
|ITEM 9B 
|PART III
|ITEM 10 
|ITEM 11 
|ITEM 12 
|ITEM 13 
|ITEM 14 
|PART IV 
|ITEM 15 



2







PART I



This Annual Report on Form 10-K of High
Performance Beverage Comany (referred to as the “Company,” “we” or “us”) (formerly Dethrone
Royalty Holdings, Inc., formerly Exclusive Building Services, Inc.) includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management's beliefs and assumptions,
and on information currently available to management. Forward-looking statements include the information concerning possible or
assumed future results of operations of set forth under the heading Management's Discussion and Analysis of Financial Condition
and Results of Operations. Forward-looking statements also include statements in which words such as “expect,”
 “anticipate,”  “intend,”  “plan,”  “believe,”  “estimate,”
 “consider” or similar expressions are used.



Forward-looking statements are not guarantees
of future performance. They reflect our current views and expectations based largely upon the information currently available to
us and are subject to inherentrisks, uncertainties and assumptions. The Company's future results and shareholder values
may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance
on any forward-looking statements. By making these forward-looking statements, we do not undertake to update them in any manner
except as may be required by our disclosure obligations in filings that we make with the Securities and Exchange Commission (the
“SEC”) under the Federal securities laws. Our actual results may differ materially from our forward-looking statements.



Item 1. BUSINESS



We were founded as an unincorporated DBA in February 1997 and
were incorporated as a C corporation under the laws of the State of Nevada on October 11, 2010. The incorporation effort included
the Company issuing 10,000,000 shares of common stock to Patricia G. Skarpa, who founded and managed the business which had been
operating continuously as a DBA since February 1997, and 300,000 shares to Hallie Beth Skarpa, our other director, for services
rendered. These services involving the incorporation planning were valued at $10,300. Hallie Beth Skarpa is the daughter of Patricia
G. Skarpa. The day-to-day operations of the Company did not change as a result of the change in legal structure.



On January 10, 2012, the Company incorporated a wholly-owned
subsidiary, TO Sports Innovation, Inc. (“TO”), in Nevada. TO was inactive until March 15, 2012. Its name was changed
to Dethrone Beverage, Inc. (“DB”).



In April 2012, the Company entered into an exclusive license
agreement with Dethrone Royalty, Inc. (the “Dethrone License Agreement”) giving the Company the right to use the Dethrone
trademark worldwide in connection with the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic
beverage under the trade name, Dethrone Beverages.



In August 2012, the Company changed its name to Dethrone Royalty
Holdings, Inc.

October 2013, the Dethrone License Agreement was terminated
and the Company entered into a license agreement with Throwdown Industries Holdings, LLC, a Delaware limited liability company
(“Throwdown Licensor”), pursuant to which the Licensor granted an exclusive, non-sublicenseable and non-assignable
right to the Company to use its trademarks and other intellectual properties (“Throwdown Trademarks”) solely in connection
with the development, manufacture, distribution, marketing and sale of sports performance drinks within the United States and Canada
(the “Throwdown License”) as well as a one-time right of first refusal to license other types of beverages.



Effective November 14, 2013, the Company changed its name to
High Performance Beverages Company in order to better reflect the direction and business of the Company.



Dethrone License

The Dethrone License Agreement with Dethrone Royalty, Inc. is
for five years and requires payments as follows:



|Year | Royalty                                            
|---- | ---------------------------------------------------
|1    | 12% of Gross Profit                                
|2    | $50,000 plus 8% of Gross Profit                    
|3    | $100,000 or 6% of Gross profit, whichever is higher
|4    | $150,000 or 6% of Gross profit, whichever is higher
|5    | $200,000 or 6% of Gross profit, whichever is higher



3







The Dethrone License Agreement with Dethrone Royalty, Inc. specifies
minimum levels of sales which, if not attained by the Company, gives Dethrone Royalty, Inc. the right to terminate the Dethrone
License Agreement. These minimums are as follows:



|Year |  |  | Minimum Sales |           
|---- |  |  | ------------- | ----------
|1    |  |  | $             | -0-       
|2    |  |  | $             | 3,000,000 
|3    |  |  | $             | 6,000,000 
|4    |  |  | $             | 9,000,000 
|5    |  |  | $             | 12,000,000



The Dethrone License Agreement with Dethrone Royalty, Inc. also
requires the Company to maintain various liability insurance coverage.



The Company’s officers have formulas that will be used
for the initial products that are planned. They have undertaken efforts to raise the financing necessary to manufacture the initial
products using outside contractors and implement marketing programs. The initial expenditures are being used for:





| | · | Production of bottles, labels and caps,
| | - | ---------------------------------------

| | · | Purchase of inventory needed for beverage content,
| | - | --------------------------------------------------

| | · | Marketing materials,
| | - | --------------------

| | · | Travel and business expenses, and
| | - | ---------------------------------

| | · | Shipping costs of our first orders.
| | - | -----------------------------------



In October 2013, the Dethrone License Agreement was terminated.



Throwdown License



On October 10, 2013, he Company, entered into a license agreement
(“Throwdown License Agreement”) with Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Throwdown
Licensor”), pursuant to which the Licensor granted an exclusive, non-sublicenseable and non-assignable right to the Company
to use its trademarks and other intellectual properties (“Throwdown Trademarks”) solely in connection with the development,
manufacture, distribution, marketing and sale of sports performance drinks within the United States and Canada (the “Throwdown
License”) as well as a one-time right of first refusal to license other types of beverages. The Company’s rights under
the Throwdown License Agreement are contingent upon Licensor’s prior written approval of any sports performance drinks developed
or proposed by the Company to contain any of the Trademarks (“Throwdown Licensed Products”).



In consideration for the Throwdown License, the Company shall
pay ten percent (10%) of the net revenue generated by all sales and other transfers of the Licensed Products during the term of
the Throwdown License Agreement. Notwithstanding the foregoing, the Company shall pay the minimum royalties as set forth below:



|    |  |                                 |  | Minimum     |              |    | Minimum            |  
|--- |  | ------------------------------- |  | ----------- | ------------ | -- | ------------------ | -
|    |  | Time Period:                    |  | Net Revenue |              |    | Quarterly Payments |  
|    |  |                                 |  |             |              |    |                    |  
|(a) |  | Effective Date through 12/31/13 |  | $           | 0.0          |    |                    |  
|(b) |  | 01/01/14 through 12/31/14       |  | $           | 1,000,000.00 |    |                    | $
|(c) |  | 01/01/15 through 12/31/15       |  | $           | 1,600,000.00 | *  |                    | $
|(d) |  | 01/01/16 through 12/31/16       |  | $           | 2,500,000.00 | ** |                    | $



* 2015 minimum Net Revenue shall be the greater of 120% of the
actual 2014 Net Revenue or $1,600,000.00.

*** 2016 Minimum Net Revenue shall be the greater of 110% of
the actual 2015 Net Revenue or $2,500,000.00. During any Extension Term and beyond 2016, the annual Minimum Net Revenue shall be
at least 105% greater than the previous year.



4







In addition to the cash payment, the Company will also issue
5,437,603 shares of its common stock to the Throwdown Licensor. During each quarter of the term of the Agreement, the Throwdown
Licensor shall have the option to convert a portion or all of the greater of the minimum quarterly payments or the actual earned
royalties into shares of stock of the Company at an exercise price equal to the lesser of $0.03 per share or the VWAP for the ten
(10) trading days prior to the end of the respective quarter during the term.



During the term of the Throwdown License Agreement, the Licensor
will not grant any license that will enable any third party to directly compete with the Company by selling other sports performance
drinks within the United States and Canada. The Throwdown License Agreement has an initial term of three (3) years and is automatically
extended for one (1) additional three (3) year period unless either party elects not to extend the term.



In the event the Throwdown Licensor creates an independent and
formal relationship with one of the Company’s athlete endorsers, the Throwdown Licensor agrees to pay the Company twenty
five percent (25%) of any compensation paid to the athlete endorser for athlete endorser participation.



Either party may terminate the Throwdown License Agreement upon
thirty (30) days written notice if the other party is in material breach of the Throwdown License Agreement and fails to cure or
take reasonable steps to cure the breach within the given time period in accordance with the Throwdown License Agreement. In addition,
the Licensor has the right to terminate the Throwdown License Agreement immediately upon occurrence of certain events pursuant
to the Throwdown License Agreement.



In connection with the Throwdown License
Agreement, the Company entered into a series of lock-up agreements (“Lock-up Agreement”) with certain shareholders
pursuant to which the shareholders agree that they shall not transfer or dispose of any securities of the Company beneficially
owned by them without prior written consent of Throwdown while the Throwdown License Agreement and the Lock-up Agreement are in
effect.



Spinoff and Related Matters



On March 26, 2012, the Company entered into a Spinoff Agreement
with Patricia G. Skarpa and Hallie Beth Skarpa, who were its officers and directors, as well as its largest shareholders, under
which the Company agreed to sell all of the assets relating to the segment of its business that provided commercial cleaning services
to office buildings in exchange for all of the liabilities, as defined, of the commercial cleaning business and the return by Patricia
G. Skarpa and Hallie Beth Skarpa of an aggregate of 265,625,000 shares of the Company’s common stock. As a result of the
Spinoff Agreement the Company ceased to be engaged in providing commercial cleaning services to office buildings, and the commercial
cleaning operations became a discontinued operation for financial reporting purposes.



On March 26, 2012, Patricia G. Skarpa and Hallie Beth Skarpa
entered into agreements with Toby McBride and Michael Jay Holly under which they agreed to sell 28,125,000 shares of common stock
to each (or an aggregate of 56,250,000 shares).



Concurrent with the execution of the Spinoff Agreement described
above, the Board of Directors elected Toby McBride and Michael J. Holly as Directors. Mr. McBride was also appointed as President
and Chief Executive Officer, and Mr. Holly was appointed Vice President and Secretary.



Messrs. Holley and McBride each devote 100% of their time to
us.



Upon electing Messrs. McBride and Holly to the Board of Directors,
Patricia G. Skarpa and Hallie Beth Skarpa each resigned their positions as officers and directors effective immediately. The resignations
of Patricia G. Skarpa and Hallie Beth Skarpa were not in connection with any known disagreement with us on any matter.



Current
Status



We
have begun distribution of our product as of first calendar quarter of 2013, distributing 21 pallets.
Currently we have two flavors of one product and will distribute in California to convenience stores, gas stations, grocery stores
and gyms. We currently work with a beverage manufacturer in Florida and several companies for packaging materials. Our initial
purchase required payment upfront. Thereafter we will get net 30 day payment terms. We will ship product to two distributors with
net 30 day terms.



5







We have also entered into an agreement with Dethrone Royalty,
Inc. which:



| | · | Enables us to change our corporate name to Dethrone Royalty Holdings, Inc. (“DRH”), which we did in August 2012.
| | - | ----------------------------------------------------------------------------------------------------------------



| | · | Have the right to match any offer that Dethrone Royalty, Inc. receives to be acquired.
| | - | --------------------------------------------------------------------------------------



| | · | Dethrone Royalty, Inc. and the Company will create links to each other’s websites.
| | - | ----------------------------------------------------------------------------------



| | · | Dethrone Royalty, Inc. will produce and distribute lines of shirts/clothing for each sports figure signed as endorsers by the
Company and market the shirts through its normal distribution channels. The Company will receive commissions equal to 12.5% of
the net sales generated by these shirts.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In October 2013, the Dethrone License Agreement was terminated.



As discussed above, In October 2013, the Company entered into
the Throwdown License Agreement, pursuant to which the Throwdown Licensor granted the use of the Throwdown Trademarks solely in
connection with the development, manufacture, distribution, marketing and sale of sports performance drinks within the United States
and Canada as well as a one-time right of first refusal to license other types of beverages.



We have also entered into contracts with several professional
sports personalities (Jonathan Quick, Aldon Smith, Haloti Nagata, Taj Gibson, Pablo Sandavol, Matt Moulson and Salvador Perez)
to represent us by endorsing our products. All contracts cover three years and require us to issue an aggregate of 3,070,000 restricted
shares of common stock over the lives of the contracts plus up to an additional 2,460,000 contingent shares based on performance
criteria. During the year ended July 31, 2013, we have recorded an aggregate Marketing Expense of $393,000 relating to the shares
that are issuable.



Competition



Most of our competitors, which include
well-known companies and established brands like Gatorade, have significantly greater financial and marketing resources than do
we. We will compete in the marketplace using the name recognition of the athletes who endorse our beverages and the taste of the
beverage



There are no assurances that our approach
will be successful.



Intellectual Property



We have no patents or trademarks.



Employees



At July 31, 2013, we had two employees,
Toby McBride and Michael J. Holley, who each devote fulltime to us. There are no written employment contracts or agreements with
Messrs. McBride and Holley.



Contractors and vendors will be used by
us to conduct the manufacturing and distribution aspects of our business.



6







Item 1A.RISK
FACTORS



Risks Related to the Business



The Company has virtually no financial resources. Our
independent registered auditors’ report includes an explanatory paragraph stating that there is substantial
doubt about our ability to continue as a going concern.



The Company has virtually no financial
resources. We have positive working capital of $21,375 and a stockholders’ deficit of $221,055 at July 31, 2013. Our independent
registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year
ended July 31, 2013 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern.
No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.



The Company is and will continue to be completely dependent
on the services of our senior officers, Toby McBride and Michael Jay Holley, the loss of whose services may cause
our business operations currently contemplated to cease, and we will need to engage and retain qualified employees
and consultants to further implement our strategy.



The Company’s operations and business
strategy are completely dependent upon the knowledge and business connections of Toby McBride and Michael Jay Holley. They are
under no contractual obligation to remain employed by us. If either or both should choose to leave us for any reason or if either
becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will
likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop
our business along the lines described in this prospectus. We will fail without the services of Messrs. McBride and Holley or an
appropriate replacement(s).



We
intendto acquire key-man
life insurance on the lives of Messrs. McBride and Holley naming us as the beneficiary when and if we obtain the resources to do
so and if they are insurable. We have not yet procured such insurance, and there is no guarantee that we will be able to obtain
such insurance in the future. Accordingly, it is important that we are able to attract, motivate and retain highly qualified and
talented personnel and independent contractors.



Many of our likely competitors have significantly greater
financial and marketing resources than do we.



Many of our likely competitors have significantly
greater financial and marketing resources than do we. Many of these competitors have sophisticated management, are in a position
to purchase inventory at the lowest prices and have the ability to advertise in a wide variety of media, including television.
There are no assurances that our brand will be successful.



Our license agreement with Throwndown Licensor specifies
minimum levels of sales which must be met. If we lost that Throwdown License Agreement, our operations as currently
planned are likely to fail.



Our Throwdown License Agreement with Throwdown
Licensor specifies minimum levels of sales which, if not attained, gives Throwdown Licensor the right to terminate the Throwdown
License Agreement.  We will market our products very aggressively, but there are no assurances that we will be successful
in meeting the targets set forth in the Throwdown License Agreement. If we lost that Throwdown License Agreement, our operations
as currently planned are likely to fail.



We are subject to the periodic reporting requirements
of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of
such reports. These additional costs could reduce or eliminate our ability to earn a profit.



We are required to file periodic reports
with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements,
our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our
financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such
reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors
such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time
and will have a major effect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs
will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements
and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be
harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a
market ever develops, could drop significantly.



7







In no case will the proceeds of this offering
be sufficient to assist us in any way to meet any portion of these incremental costs of being public.



Toby McBride and Michael Jay Holley, our principal officers,
have no significant experience managing a public company and no meaningful accounting or financial reporting education
or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be
dependent to a significant degree upon others.



Messrs. McBride and Holley have no significant
experience managing a public company and no meaningful financial reporting education or experience. They are and will be heavily
dependent on engaging and dealing with outside professional advisors, primarily lawyers and financial advisors/accountants who
are and will not be affiliated with our independent auditors. We have no formal arrangements with professionals and cannot provide
any assurances that we will be able to establish arrangements with professionals on terms or costs that are acceptable or affordable
to us.



Our internal controls may be inadequate, which could cause
our financial reporting to be unreliable and lead to misinformation being disseminated to the public.



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control
over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial
officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:



- pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

- provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors
of the Company; and

- provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material
effect on the financial statements.



Our internal controls may be inadequate or ineffective, which
could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying
upon this misinformation may make an uninformed investment decision.



Having only two directors limits our ability to establish
effective independent corporate governance procedures and increases the control of our president over operations
and business decisions.



We have only two directors, who are also
our principal executive officers. Accordingly, we cannot establish board committees comprised of independent members to oversee
functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which
gives him significant control over all corporate issues, including all major decisions on operations and corporate matters such
as approving business combinations.



Until we have a larger board of directors
that would include some independent members, if ever, there will be limited oversight of our president’s decisions and activities
and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the
best interests of minority shareholders.



8







Risks Related to Our Common Stock



Shareholders may be diluted significantly through our
efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.



We have no committed source of financing.
Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority,
without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, if a trading
market develops for our common stock, 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.



The interests of shareholders may be hurt because we can
issue shares of our common stock to individuals or entities that support existing management with such issuances
serving to enhance existing management’s ability to maintain control of our Company.



Messrs. McBride and Holley own a significant
majority of outstanding shares. In addition, our board of directors has authority, without action or vote of the shareholders,
to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed
to supporting existing management and the interests of existing management which may not be the same as the interests of other
shareholders. Although transactions, other than those described in this prospectus, are not currently being contemplated or discussed,
our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control
of our Company or participate in other transactions, including entering into possible business combinations, without the support
of other shareholders.



Our two principal officers control all corporate activities
and can approve all transactions, including mergers, without the approval of other shareholders.



Messrs. McBride and Holley have a sufficient
number of shares to control all corporate activities and can approve transactions, including possible mergers, issuance of shares
and r compensation levels, without the approval of other shareholders. Their decisions may not be in the best interests of other
shareholders.



Our articles of incorporation provide for indemnification
of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt
the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or
directors.



Our Articles of Incorporation at Article
XI provide for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation
or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing
provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional
misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall
not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions
prior to such repeal or modification."



We have been advised that, in the opinion
of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising
under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in
connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent)
submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if
it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely
to materially reduce the market and price for our shares, if such a market ever develops.



9







Currently, there is no established public market for our
securities, and there can be no assurances that any established public market will ever develop or that our common
stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.



We have been granted a trading symbol
(DRHC). However, there is and there has never been any established trading market for our common stock. There is currently no established
public market whatsoever for our securities.



Because of the anticipated low price of
the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers
of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.



Our shares may not become eligible to be traded electronically
which would result in brokerage firms being unwilling to trade them.



We plan to try, through a broker-dealer
and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically.
If an issuer is not “DTC-eligible,” then its shares cannot be electronically transferred between brokerage accounts,
which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will
not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option
for companies relying on broker dealers for stock transactions - like all companies on the OTCBB. What this boils down to is that
while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s
stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do,
how long it will take.



Any market that develops in shares of our common stock
will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create
a lack of liquidity and make trading difficult or impossible.



Our shares will be considered a “penny
stock.”  Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant
to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to a limited number of exceptions which are not available to us. This classification will severely and
adversely affects any market liquidity for our common stock.



The market for penny stocks has experienced numerous frauds
and abuses that could adversely impact investors in our stock.



Company management believes that the market
for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:



- Control of the market for the security
by one or a few broker-dealers that are often related to the promoter or issuer;

- Manipulation of prices through prearranged
matching of purchases and sales and false and misleading press releases;

- "Boiler room" practices involving
high pressure sales tactics and unrealistic price projections by sales persons;

- Excessive and undisclosed bid-ask differentials
and markups by selling broker-dealers; and

- Wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired level,

along with the inevitable collapse
of those prices with consequent investor losses.



Any trading market that may develop may be restricted
by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual
state laws. These restrictions may make it difficult or impossible to sell shares in those states.



There is currently no established public
market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future.
Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various
states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state
laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered
for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the
ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary
trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17
states which do not offer manual exemptions (or may offer manual exemptions but may not to offer one to us if we are considered
to be a shell company at the time of application) and require shares to be qualified before they can be resold by our shareholders.
Accordingly, investors should consider the secondary market for our securities to be a limited one.



10







Our board of directors has the authority, without stockholder
approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability
to affect adversely stockholder voting power and perpetuate their control over us.



Our articles of incorporation allow us
to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority
to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue
preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors
could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon
liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right
to the redemption of the shares, together with a premium, prior to the redemption of our common stock.



We do not expect to pay cash dividends in the foreseeable
future.



We have never paid cash dividends on our
common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment
of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our
board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment,
if any, will depend solely on an increase, if any, in the market value of our common stock.



Because we are not subject to compliance with rules requiring
the adoption of certain corporate governance measures, our stockholders have limited protection against interested
director transactions, conflicts of interest and similar matters.



The Sarbanes-Oxley Act of 2002, as well
as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result
of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed
to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges
or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and
because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required,
we have not yet adopted these measures.



Because none of our directors are independent
directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability,
among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless
of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without
protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant
to provide us with funds necessary to expand our operations.



We intend to comply with all corporate
governance measures relating to director independence as and when required. However, we may find it very difficult or be unable
to attract and retain qualified officers, directors and members of board committees required to provide for our effective management
as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and
regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased
personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these
roles.



11







You may have limited access to information regarding our
business because our obligations to file periodic reports with the SEC could be automatically suspended under certain
circumstances.



As of effectiveness of our registration
statement on August 18, 2011, we are required to file periodic reports with the SEC which will be immediately available to the
public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations
may (in our discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders
and do not file a registration statement on Form 8A (which we have no current plans to file). If this occurs after the year in
which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your
access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective,
we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements
to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial
ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders and
greater than $10 million in assets. This means that your access to information regarding our business will be limited.



For all of the foregoing reasons and
others set forth herein, an investment in the Company’ssecurities in any market which may develop in the future
involves a high degree of risk. Any person considering an investment in such securities should be aware of these and other risk
factors set forth in this Form 10-K.



Item 1B.UNRESOLVED
STAFF COMMENTS



None



Item 2.PROPERTIES



Our office and mailing address is 5137
E. Armor St., Cave Creek, AZ 85331. The space is provided to us by Mr. Holley. Mr. Holley incurs no incremental costs as a result
of our using the space. Therefore, he does not charge us for its use. There is no written lease agreement.



Item 3. LEGAL PROCEEDINGS



We are not a party to any pending or,
to our knowledge, threatened litigation of any type.



Item 4. MINE SAFETY DISCLOSURES



None



12







Part II



Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND PURCHASES OF EQUITY SECURITIES



Market Information



In February 2012, the Company approved
a 31.25 for 1 forward split of its common stock effective March 17, 2012. All share and per share disclosures give retroactive
effect to this forward split.



There is not a consistently active market
for the shares of our common stock. The trading symbol for our common stock is DRHC.We plan tochange our trading
symbol in connection with the name change to “High Performance Beverages Company.” There can be no assurance that a
liquid market will develop in the foreseeable future.



We are trying, through a broker-dealer
and its clearing firm, to become eligible with the DTC to permit our shares to trade electronically. If an issuer is not “DTC-eligible,”
then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace
as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded
manually between accounts, but this takes days and is not a realistic option for companies relying on broker dealers for stock
transactions - like all companies on the OTCBB. What this means is that while DTC-eligibility is not a requirement to trade on
the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There
are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.



Transfer of our common stock may also
be restricted under the securities or blue sky laws of certain states and foreign jurisdictions. Consequently, investors may not
be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.



The following table sets forth the high
and low bid quotations for our common stock as reported on the OTC markets for the periods indicated.



|               |  | High |      |  | Low | 
|-------------- |  | ---- | ---- |  | --- | 
|Fiscal 2012    |  |      | $    |  |     | 
|               |  |      |      |  |     | 
|First Quarter  |  |      | 0.33 |  |     | 
|Second Quarter |  |      | 0.20 |  |     | 
|Third Quarter  |  |      | 0.09 |  |     | 
|Fourth Quarter |  |      | 0.04 |  |     | 
|               |  |      |      |  |     | 
|Fiscal 2011    |  |      | $    |  |     | 
|               |  |      |      |  |     | 
|First Quarter  |  |      | -    |  |     | 
|Second Quarter |  |      | -    |  |     | 
|Third Quarter  |  |      | -    |  |     | 
|Fourth Quarter |  |      | 1.30 |  |     | 



Holders



As of the close of business on December
23, 2013, there were 40 stockholders of record of our common stock, and 121,407,603 shares were issued and outstanding.



Dividends



We have never paid any cash dividends
on shares of our common stock and do not anticipate that we will pay dividends in the foreseeable future. We intend to apply any
earnings to fund the development of our business. The purchase of shares of common stock is inappropriate for investors seeking
current or near term income.



13







Securities Authorized for Issuance under Equity Compensation
Plans



In August 2012, the Company sold an aggregate
of 670,000 restricted shares of common stock for $100,000.



Recent sales of unregistered securities.



On April 30, 2013, the Company sold an
18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures on April
30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price of the Debenture
is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior
to the conversion date.



Upon an Event of Default (as defined in
the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated damages and other
amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s election immediately
due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days after the occurrence
of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue
at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.



In connection with the sale of the Debenture,
on April 30, 2013 (the “Initial Exercise Date”) the Company issued the purchaser of the Debenture a warrant to purchase
3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share (subject to adjustment as provided
in the debenture). The Warrant is exercisable on a cashless basis (as provided in the Warrant) and as a result there is no assurance
that any part of the Warrant will be exercised for cash. The warrant terminates three years from the Initial Exercise Date and
on such date the Warrant shall be automatically exercised via cashless exercise.



The foregoing descriptions of the Debenture
and Warrant referred to above do not purport to be complete and are qualified in their entirety by reference to these agreements.



The Company claims an exemption from the
registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of
the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.



On August 26, 2013, (the “Company,
sold an 8% Convertible Note in the principal amount of $42,500 (the “August Note”) pursuant to a Securities Purchase
Agreement. The August Note matures on May 21, 2014 and has an interest rate of 8% per annum until the August Note becomes due.
Any amount of principal or interest on the August Note which is not paid when due shall bear interest at the rate of 22% per annum
from the due date thereof.



The August Note may be converted into
common stock of the Company at any time beginning on the 180th day of the date of the August Note. However, the August Note shall
not be converted if the conversion would result in beneficial ownership by the holder of the August Note and its affiliates to
own more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived
by the August Note holder upon with not less than 61 days’ prior notice to the Company. The conversion price is 58% of the
average of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to
the conversion date.



If the Company fails to pay the principal
hereof or interest thereon when due at the maturity date, the August Note shall become immediately due and payable and the Company
shall pay to the holder of the August Note an amount equal to the Default Sum (as defined in the August Note). If the Company fails
to issue common stock of the Company upon exercise of the August Note, the August Note shall become immediately due and payable
and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum
multiplied by two. Upon any other Event of Default (as defined in the August Note), the August Note shall become immediately due
and payable and the Company shall pay to the holder of the August Note an amount equal to the greater of (i) 150% times the Default
Sum or (ii) the “parity value” (as defined in the August Note) of the Default Sum to be prepaid.



14







The foregoing descriptions of the August
Note and the Securities Purchase Agreement referred to above do not purport to be complete and are qualified in its entirety by
reference to the August Note and the Securities Purchase Agreement.



The Company claims an exemption from the
registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of
the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.



On October 10, 2013, the Company entered
into the Throwdown License Agreement with the Throwdown Licensor, pursuant to which the Throwdown Licensor the Throwdown Trademarks
solely in connection with the development, manufacture, distribution, marketing and sale of sports performance drinks within the
United States and Canada as well as a one-time right of first refusal to license other types of beverages. The Company’s
rights under the Throwdown License Agreement are contingent upon Throwdown Licensor’s prior written approval of any sports
performance drinks developed or proposed by the Company to contain any of the Throwdown Trademarks.



In consideration for the Throwdown License,
the Company shall pay ten percent (10%) of the net revenue generated by all sales and other transfers of the Throwdown Licensed
Products during the term of the Throwdown License Agreement. Notwithstanding the foregoing, the Company shall pay the minimum royalties
as set forth below:



|    |  |                                 |  |             |              |    | Minimum   |  
|--- |  | ------------------------------- |  | ----------- | ------------ | -- | --------- | -
|    |  |                                 |  | Minimum     |              |    | Quarterly |  
|    |  | Time Period:                    |  | Net Revenue |              |    | Payments  |  
|    |  |                                 |  |             |              |    |           |  
|(a) |  | Effective Date through 12/31/13 |  | $           | 0.0          |    |           |  
|(b) |  | 01/01/14 through 12/31/14       |  | $           | 1,000,000.00 |    |           | $
|(c) |  | 01/01/15 through 12/31/15       |  | $           | 1,600,000.00 | *  |           | $
|(d) |  | 01/01/16 through 12/31/16       |  | $           | 2,500,000.00 | ** |           | $



* 2015 minimum Net Revenue shall be the greater of 120% of the
actual 2014 Net Revenue or $1,600,000.00.

*** 2016 Minimum Net Revenue shall be the greater of 110% of
the actual 2015 Net Revenue or $2,500,000.00. During any Extension Term and beyond 2016, the annual Minimum Net Revenue shall be
at least 105% greater than the previous year.



In addition to the cash payment, the Company
will also issue 5,437,603 shares of its common stock to the Throwdown Licensor. During each quarter of the term of the Throwdown
LicenseAgreement, the Throwdown Licensor shall have the option to convert a portion or all of the greater of the minimum quarterly
payments or the actual earned royalties into shares of stock of the Company at an exercise price equal to the lesser of $0.03 per
share or the VWAP for the ten (10) trading days prior to the end of the respective quarter during the term.



During the term of the Throwdown License
Agreement, the Throwdown Licensor will not grant any license that will enable any third party to directly compete with the Company
by selling other sports performance drinks within the United States and Canada. The Throwdown License Agreement has an initial
term of three (3) years and is automatically extended for one (1) additional three (3) year period unless either party elects not
to extend the term.



In the event the Throwdown Licensor creates
an independent and formal relationship with one of the Company’s athlete endorsers, the Throwdown Licensor agrees to pay
the Company twenty five percent (25%) of any compensation paid to the athlete endorser for athlete endorser participation.



Either party may terminate the Throwdown
License Agreement upon thirty (30) days written notice if the other party is in material breach of the Throwdown License Agreement
and fails to cure or take reasonable steps to cure the breach within the given time period in accordance with the Throwdown License
Agreement. In addition, the Throwdown Licensor has the right to terminate the Throwdown License Agreement immediately upon occurrence
of certain events pursuant to the Throwdown License Agreement.



15







In connection with the Throwdown License
Agreement, the Company entered into a series of lock-up agreements (“Lock-up Agreement”) with certain shareholders
pursuant to which the shareholders agree that they shall not transfer or dispose of any securities of the Company beneficially
owned by them without prior written consent of Throwdown while the Throwdown License Agreement and the Lock-up Agreement are in
effect.



The foregoing descriptions of the Throwdown
License Agreement and the Lock-up Agreement referred to above do not purport to be complete and are qualified in their entirety
by reference to the Throwdown License Agreement and the Lock-up Agreement.



The Company claims an exemption from the
registration requirements of the Act for the private placement of the securities referenced herein pursuant to Section 4(2) of
the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.



No underwriter participated in the issuance
of our shares, and no underwriting discounts or commissions were paid to anyone.



Item 6. SELECTED FINANCIAL DATA



We are considered to be a smaller reporting
company, as defined by Rule 229.10(f)(1), and, therefore, are not required to provide the information required by this Item.



Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



Our independent registered
auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal years ended July
31, 2013 and 2012 that states that our lack of resources causes substantial doubt about our ability to continue as a going concern.



Operations



A detailed description of our operating
history is set forth underBUSINESS.



A summary of operations for the fiscal
years ended July 31, 2013 and 2012 follows:



|                                   |  | 2013 |            |   | 2012 |  
|---------------------------------- |  | ---- | ---------- | - | ---- | -
|                                   |  |      |            |   |      |  
|REVENUES                           |  | $    | 55,143     |   |      | $
|COST OF GOODS SOLD                 |  |      | 36,411     |   |      |  
|Gross Profit                       |  |      | 18,732     |   |      |  
|OPERATING EXPENSES                 |  |      |            |   |      |  
|General, administrative and other  |  |      | 502,162    |   |      |  
|Marketing                          |  |      | 982,637    |   |      |  
|Product development                |  |      | 37,077     |   |      |  
|Compensation                       |  |      | 313,007    |   |      |  
|                                   |  |      |            |   |      |  
|TOTAL OPERATING EXPENSES           |  |      | 1,843,883  |   |      |  
|                                   |  |      |            |   |      |  
|Interest expense and finance costs |  |      | 120,329    |   |      |  
|Change in derivative liability     |  |      | 242,430    |   |      |  
|LOSS FROM CONTINUING OPERATIONS    |  |      | (2,178,910 | ) |      |  
|                                   |  |      |            |   |      |  
|DISCONTINUED OPERATION - net       |  |      | -          |   |      |  
|                                   |  |      |            |   |      |  
|NET LOSS                           |  | $    | (2,178,910 | ) |      | $



16







General, administrative
and other expenses consist of professional fees, office supplies and travel expenses relating to the introduction of the new product
line. The increase of $452,342 during the year ended July 31, 2013, from $49,820 at July 31, 2012 to $502,162 at July 31, 2013,
is primarily due to amortization of deferred financing costs of $303,893 that were not incurred
in the prior year, an increase in professional fees of 41,399, bad debt expense of $37,042, license fees of $13,959, royalty fees
of $25,624, and commissions of $20,000.



Marketing costs relate
to the costs of press releases and meetings with individuals considered important to the marketplace introduction of our new product
line. The increase of $976,774 during the year ended July 31, 2013, from $5,863 at July 31, 2012 to $982,637 at July 31, 2013,
is primarily due to share based compensation paid to professional athletes under product endorsement agreements of $942,400 and
an increase in advertising costs of $29,801.



Product development
costs consist of costs for planning for product packaging, samples and similar introductory costs. The decrease of $8,336 during
the year ended July 31, 2013, from $45,413 at July 31, 2012 to $37,077 at July 31, 2013, is due to the reduced need for product
development as our products have been launched and are on the market.



Compensation increased
by $293,007, from $20,000 during the year ended July 31, 2012 to $313,007 during the year ended July 31, 2013. The increase was
due to $250,507 in share based in the current period and none in the prior year and an increase in cash compensation expense of
$42,500. All cash compensation was paid to Messrs. Holley and McBride and one sales manager.



Other income (expense) increased ($362,759)
during the year ended July 31, 2013 compared to the year ended July 31 , 2012, when Other income (expense) was zero. The increase
is due to interest expense of $120,329 and the change in derivative liability of $242,430.



Net loss for the year ended July 31, 2013
increased by $2,057,789, from ($121,121) during the the year ended July 31, 2012 to ($2,178,910), primarily due to share based
compensation expense, deferred financing cost and note discount amortization, interest expense and change in derivative liability.



Other



As a corporate policy,
we will incur few cash obligations that we cannot satisfy with known resources, of which there are currently none except as described
in “Liquidity” below.



Liquidity and Capital Resources



The Company has financed its operations through the private
placement of debt and its common stock.



We will continue to seek financing as necessary
but cannot give any assurances that we will be successful in doing so.



We are a public company and, as such, have incurred and will
continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject
to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for
accounting, legal and a host of other expenses including annual reports and proxy statements, if required.



Seasonality



We do not yet have a basis to determine whether our business
will be seasonal.



17







Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii)
of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments,
other than the costs of being a public company that will increase our operating costs or cash requirements in the future.



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Pursuant to Item 305(e) of Regulation
S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item.



Item 8. FINANCIAL STATEMENTS



Our consolidated financial statements
as of July 31, 2013 and the fiscal year then ended start on page F-1.



Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS



(a) Dismissal of PMB Helin Donovan, LLP



On February 28, 2013, the Board of Directors
of the Company dismissed PMB Helin Donovan, LLP (“PMB”) as its independent registered public accounting firm.



The report of PMB on the Company’s
financial statements for the fiscal years ended July 31, 2012 and 2011 did not contain any adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to audit scope or accounting principles. The report did include an explanatory paragraph
about the uncertainty as to the Registrant's ability to continue as a going concern. During the period of PMB’s engagement
as the Company’s independent registered public accounting firm through February 28, 2013 (the “Engagement Period”),
there were no disagreements as defined in Item 304 of Regulation S-K with PMB on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PMB,
would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. Further, during
the Engagement Period, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).



The Registrant has provided PMB with a copy
of this Report prior to its filing with the SEC and requested PMB to furnish the Registrant with a letter addressed to the SEC,
stating whether or not it agrees with the statements made above.



(b) Engagement of L.L. Bradford & Company, LLC.



On February 28, 2013, the Board of Directors
appointed L.L. Bradford & Company, LLC. (“LLB”), an independent registered public accounting firm which is registered
with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting
firm. During our two most recent fiscal years through February 28, 2013, neither us nor anyone on our behalf consulted LLB regarding
either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the
type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).



Item 9A.CONTROLS
AND PROCEDURES



Management’s Annual Report on Internal Control over
Financial Reporting



Our management is also responsible for
establishing and maintaining adequate internal control over financial reporting.  The Company's internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.



18







Our internal control over financial reporting
includes those policies and procedures that:



- Pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

- Provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and

- that our receipts and expenditures are
being made only in accordance with authorizations of the Company's management and directors; and

- Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.



Evaluation of Disclosure Controls and Procedures



Our principal executive officer and principal financial officer (one person) has reviewed the effectiveness
of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
as of the end of the period covered by this report.  In making its assessment, management followed an approach based on the
framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and has concluded that the disclosure controls and procedures are not effective to ensure
that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. In forming
this conclusion this officer considered the fact that we were unable to timely file our Form 10K for the year ended July 31, 2013
as well as our From 10Q for the quarter ended October 31, 2013. As such we had inherent weakness in our ability to timely file
our financial reports with the SEC.





We have made significant attempts to correct
this issue including entering into an agreement to outsource our accounting and financial reporting functions to Clear Financial
Solutions, Inc. of Houston, Texas. Management believes this arrangement will ensure the timely filing of future financial reports.





This annual report does not include an
attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit the Company to provide only management's report in this annual report.



Changes in Internal Control over Financial Reporting



There have been no changes in the Company's
internal control over financial reporting during the last quarterly period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company's internal control over financial reporting.



Item 9B. OTHER INFORMATION



No event occurred during the fourth quarter
of the fiscal year ended July 31, 2013 that would have required disclosure in a report on Form 8-K.



PART III



Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



Our management consists of:



|Name           |  | Age |  | Title                                          
|-------------- |  | --- |  | -----------------------------------------------
|Toby McBride   |  | 44  |  | Chief Executive Officer, Treasurer and Chairman
|Michael Holley |  | 37  |  | President and director                         



19







Toby McBride has over 18 years of experience in
the beverage industry. He has been involved in the launch of product brands, Sobe, Arizona Iced Tea and Xyience. He began his career
with Whole Foods as a National Buyer and left Whole Foods to join Sobe.



Michael
Holley has been in the beverage industry for over 16 years. He has been involved in the launch of product brands, Arizona
Iced Tea and Xyience. He began his career in the wine and spirits industry launching new products and calling on key accounts.



Possible Potential Conflicts



The OTCBB on which our shares of common
stock are quoted does not currently have any director independence requirements.



No member of management will be required
by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer(s) and director(s)
in that they may have other business interests in the future to which they devote their attention, and they may be expected to
continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that
can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary
duties to us.



Currently we have only two officers and
directors and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms
of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.



Code of Business Conduct and Ethics



In September 2010 we adopted a Code of
Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief
executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard
designed to deter wrongdoing and to promote:



- honest and ethical conduct,

- full, fair, accurate, timely and understandable
disclosure in regulatory filings and public statements,

- compliance with applicable laws, rules
and regulations,

- the prompt reporting violation of the code,
and

- accountability for adherence to the code.



A copy of our Code of Business Conduct
and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our Registration Statement which was declared
effective on August 18, 2011.



Board of Directors



All directors hold office until the completion
of their term of office, which is not longer than one year, or until their successors have been elected. Both directors’
terms of office expire on August 31, 2014. All officers are appointed annually by the board of directors and, subject to existing
employment agreements (of which there are currently none) and serve at the discretion of the board. Currently, directors receive
no compensation for their role as directors but may receive compensation for their role as officers.



As long as we have an even number of directors,
tie votes on issues are resolved in favor of the chairman’s vote.



Involvement in Certain Legal Proceedings



Except as described below, during the
past five years, no present director, executive officer or person nominated to become a director or an executive officer of the
Company:



1. had a petition under the federal bankruptcy
laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the
business or property of such person, or any partnership in which he was a general partner at or within two years before the time
of such filing, or any corporation or business association of which he was an executive officer at or within two years before the
time of such filing;



20







2. was convicted in a criminal proceeding
or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);



3. was subject to any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him/her from or otherwise limiting his/her involvement in any of the following activities:



i. acting as a futures commission merchant,
introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such
activity;



ii. engaging in any type of business practice;
or



iii. engaging in any activity in connection
with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws
or federal commodities laws; or



4. was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated
with persons engaged in any such activity; or



5. was found by a court of competent jurisdiction
(in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities
law, and for which the judgment has not been reversed, suspended or vacated.



Committees of the Board of Directors



Concurrent with having sufficient members
and resources, the Company’s board of directors will establish an audit committee and a compensation committee. We believe
that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results
and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls.
The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements
for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient
members to establish committees.



All directors will be reimbursed by ,
the Company for any expenses incurred in attending directors' meetings provided that theCompany has the resources to pay these
fees. The Company will consider applying for officers and directors liability insurance at such time when it has the resources
to do so.



Item 11. EXECUTIVE COMPENSATION



The following table shows, for the fiscal
years ended July 31, 2013 and 2012, compensation awarded to or paid to, or earned by, our Chief Executive Officer (the “Named
Executive Officer”).



|SUMMARY COMPENSATION TABLE       
|---------------------------------
|Name and  principal position  (a)
|Toby McBride,                    
|CEO, CFO and Director            
|Michael Holley,                  
|President and Director           
|Patricia G. Skarpa,              
|Former CEO, CFO and Director     



21







There is no formal employment arrangement
with Messrs. McBride or Holley at this time. Their compensation is not been fixed or based on any percentage calculations. They
will make all decisions determining the amount and timing of their compensation and, for the immediate future, will receive the
level of compensation that permits us to have sufficient resources to meet our obligations. Their compensation amounts will be
formalized if and when their annual cash compensation exceeds $150,000.



All compensation has been paid in cash
and was based on the amount of cash available to pay compensation after other expenses had been paid. The compensation paid to
Ms. Skarpa is included in Discontinued Operations in the accompanying financial statemenbts.



Grants of Plan-Based Awards Table



None of our named executive officers received
any grants of stock, option awards or other plan-based awards. The Company has never issued these types of awards.



Options Exercised and Stock Vested Table



None of our named executive officers has
ever been granted or exercised any stock options,



Outstanding Equity Awards at Fiscal Year-End Table



No equity award arrangements have ever
been awarded or granted by the Company.



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



As
of Decembrer 23, 2013, we had121,407,603 shares of common stock outstanding which
are held by 40 shareholders of record. The chart below sets forth the ownership, or claimed ownership, of certain individuals and
entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of
more than 5% of the outstanding shares of our common stock as of December 23, 2013; of all directors and executive officers of
the Company; and of our directors and officers as a group.



22







|Title Of Class |  | Name, Title and Address of Beneficial Owner of Shares(a) |  | Amount of Beneficial Ownership(b) |            |  | Percent of Class | 
|-------------- |  | -------------------------------------------------------- |  | --------------------------------- | ---------- |  | ---------------- | 
|               |  |                                                          |  |                                   |            |  |                  | 
|Common         |  | Toby McBride                                             |  |                                   | 28,125,000 |  |                  | 
|Common         |  | Michael Holley                                           |  |                                   | 28,125,000 |  |                  | 
|               |  |                                                          |  |                                   |            |  |                  | 
|               |  | All Directors and Officers as a group (2 persons)        |  |                                   | 56,250,000 |  |                  | 



23







(a) The address for purposes of this table is the Company’s
address which is 5137 E. Armor St., Cave Creek, AZ 85331.

(b) Unless otherwise indicated,
the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of the
common stock beneficially owned by them. A person is deemed to be the beneficial owner of securities which may be acquired by such
person within 60 days from the date indicated above upon the exercise of options, warrants or convertible securities. Each beneficial
owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by
such person (but not those held by any other person) and which are exercisable within 60 days of the date indicated above, have
been exercised.



Shareholder Matters



As an issuer of "penny stock,"
the protection provided by the federal securities laws relating to forward looking statements does not apply to us as long as our
shares continue to be penny stocks. Although the federal securities law provide a safe harbor for forward-looking statements made
by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny
stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided
by us, including this Annual Report on Form 10-K, contained a material misstatement of fact or was misleading in any material respect
because of our failure to include any statements necessary to make the statements not misleading.



As a Nevada corporation, we are subject
to the Nevada Revised Statutes ("NRS" or "Nevada law"). Certain provisions of Nevada law create rights
that might be deemed material to our shareholders. Other provisions might delay or make more difficult acquisitions of our stock
or changes in our control or might also have the effect of preventing changes in our management or might make it more difficult
to accomplish transactions that some of our shareholders may believe to be in their best interests.



Directors' Duties. Section 78.138
of the Nevada law allows our directors and officers, in exercising their powers to further our interests, to consider the interests
of our employees, suppliers, creditors and customers. They can also consider the economy of the state and the nation, the interests
of the community and of society and our long-term and short-term interests and shareholders, including the possibility that these
interests may be best served by our continued independence. Our directors may resist a change or potential change in control if
they, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in our best interest.
Our board of directors may consider these interests or have reasonable grounds to believe that, within a reasonable time, any debt
which might be created as a result of the change in control would cause our assets to be less than our liabilities, render us insolvent,
or cause us to file for bankruptcy protection



Amendments to Bylaws -Our
articles of incorporation provide that the power to adopt, alter, amend, or repeal our bylaws is vested exclusively with the board
of directors. In exercising this discretion, our board of directors could conceivably alter our bylaws in ways that would affect
the rights of our shareholders and the ability of any shareholder or group to effect a change in our control; however, the board
would not have the right to do so in a way that would violate law or the applicable terms of our articles of incorporation.



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE



Our office and mailing address is 5137
E. Armor St., Cave Creek, AZ 85331. The space is provided to us by Mr. Holley who incurs no incremental costs as a result of our
using the space. Therefore, he does not charge us for its use. There is no written lease agreement.



24







Director Independence; Committees of the Board of Directors



Our Board of Directors is comprised of
two individuals, one of whom is integral to the operations of our company, we do not have a majority of independent directors as
that term is defined under Rule 4200(a) (15) of the NASDAQ Marketplace Rules, even though that definition does not currently apply
to us, because we are not listed on the NASDAQ. We anticipate that if we expand our Board of Directors in the future, that
we will seek to include members who are independent.  Our securities are not quoted on an exchange that has requirements that
a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring
that all or any portion of our Board of Directors include “independent” directors.



Our Board of Directors has not established
any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a
similar function. The functions of those committees are being undertaken by the entire board as a whole. Our board of directors
does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately
performed by our Board of Directors as a whole.  Further, since our securities are not listed on an exchange, we are not subject
to any qualitative requirements mandating the establishment of any particular committees.



We do not have a policy regarding the
consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for
director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We
have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including
the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation
from any stockholder for any candidate to serve on our Board of Directors. Given the nature of our operations and lack of directors
and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near
future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members
of our Board will participate in the consideration of director nominees.



None of our directors is an "audit
committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K. In general, an "audit committee financial
expert" is an individual member of the audit committee or Board of Directors who:



| | • | understands generally accepted accounting principles and financial
statements,
| | - | ------------------------------------------------------------------------------

| | • | is able to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves,
| | - | --------------------------------------------------------------------------------------------------------------------------------

| | • | has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial statements,
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | understands internal controls over financial reporting, and
| | - | -----------------------------------------------------------

| | • | understands audit committee functions.
| | - | --------------------------------------



We believe that the members of our Board
of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls
and procedures for financial reporting.  We believe that retaining an independent director who would qualify as an “audit
committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances.



Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fees: We have incurred fees totaling
$12,482 for the fiscal year ended July 31, 2012 with PMB Helin Donovan for audit services for the annual audit of the Company’s
financial statements included as part of our Form 10-K filing and audit related services including the quarterly reviews associated
with our Form 10-Q filings.



We have incurred fees totaling $13,550 for the fiscal year ended
July 31, 2013 with LL Bradford for audit services for the annual audit of the Company’s financial statements included as
part of our Form 10-K filing and audit related services including the quarterly reviews associated with our Form 10-Q filings.



25







Tax Services Fees: Tax fees consist of fees
billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax
compliance. Tax fees were not incurred during the fiscal year ended July 31, 2012.



All Other Fees: Other fees, which were not
incurred, would include fees for products and services other than the services reported above.



26







PART IV



Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|Exhibit No. |  | Description                                                                                                                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC on November 5, 2010)                                                                                             
|3.2         |  | Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the SEC on November 5, 2010)                                                                                                 
|3.3         |  | Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on November 14, 2013)                                                                                           
|4.1         |  | Form of Amended and Restated Senior Secured Convertible Promissory Note (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the SEC on June 25, 2013)                                                      
|4.2         |  | 8% Convertible Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on August 29, 2013)                                                                                                            
|4.3         |  | 8% Convertible Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on October 4, 2013)                                                                                                            
|10.1        |  | License Agreement (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on March 20, 2012)                                                                                                              
|10.2        |  | Spinoff Agreement (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on March 27, 2012)                                                                                                              
|10.3        |  | Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 29, 2013)                                                                                                 
|10.4        |  | Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 4, 2013)                                                                                                 
|10.5        |  | License Agreement by and between Throwdown Industries Holdings, LLC and Dethrone Royalty Holding, Inc. dated October 10, 2013 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 15, 2013)
|10.6        |  | Form Lock-Up Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 15, 2013)                                                                                                       
|14.1        |  | Code of Ethics (Incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1 filed with the SEC on November 5, 2010)                                                                                                       
|21.1        |  | List of Subsidiaries                                                                                                                                                                                                                              
|31          |  | Certification by Chief Executive Officer and Treasurer pursuant to Sarbanes-Oxley Section 302                                                                                                                                                     
|32          |  | Certification by Chief Executive Officer and Treasurer pursuant to 18 U.S.C. Section 1350                                                                                                                                                         
|EX-101.INS  |  | XBRL Instance Document *                                                                                                                                                                                                                          
|EX-101.SCH  |  | XBRLTaxonomy Extension Schema Document *                                                                                                                                                                                                          
|EX-101.CAL  |  | XBRL Taxonomy Extension Calculation Linkbase *                                                                                                                                                                                                    
|EX-101.DEF  |  | XBRL Taxonomy Extension Definition Linkbase *                                                                                                                                                                                                     
|EX-101.LAB  |  | XBRL Taxonomy Extension Labels Linkbase *                                                                                                                                                                                                         
|EX-101.PRE  |  | XBRL Taxonomy Extension Presentation Linkbase *                                                                                                                                                                                                   



* Filed herein.

** To be filed by amendment



27







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



| | Dethrone Royalty Holdings, Inc                                                                                                                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                    
| | By:                                                                                                                                                                
| | Toby McBride                                                                                                                                                       
| | Chief Executive Officer, President (Principal Executive Officer),
        Treasurer (Principal Accounting and Financial Officer) and
        Chairman of Tthe Board
| |                                                                                                                                                                    
| | December 31, 2013                                                                                                                                                  



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates
indicated:



|SIGNATURE          |  | TITLE                                                                                    |  | DATE             
|------------------ |  | ---------------------------------------------------------------------------------------- |  | -----------------
|                   |  |                                                                                          |  |                  
|                   |  | Chief Executive Officer, President                                                       |  |                  
|/s/ Toby McBride   |  | (Principal Executive Officer),                                                           |  | December 31, 2013
|Toby McBride       |  | Treasurer (Principal Accounting
        and Financial Officer) and Chairman of the Board |  |                  
|                   |  |                                                                                          |  |                  
|/s/ Michael Holley |  | President and Director                                                                   |  | December 31, 2013
|Michael Holley     |  |                                                                                          |  |                  



28









CONSOLIDATED FINANCIAL STATEMENTS



July 31, 2013 and 2012



TABLE OF CONTENTS



|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS | F-2
|-------------------------------------------------------- | ---
|CONSOLIDATED BALANCE SHEETS                              | F-4
|CONSOLIDATED STATEMENTS OF OPERATIONS                    | F-5
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT         | F-6
|CONSOLIDATED STATEMENTS OF CASH FLOWS                    | F-7
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               | F-8



F-1







Report of Independent Registered Public
Accounting Firm



To the Board of Directors

High Performance Beverages Company

Cave Creek, Arizona



We have audited the accompanying consolidated balance sheet of High Performance Beverages Company ("the
Company") as of July 31, 2013 and the related statement of operations, shareholders' equity (deficit), and cash flows for
the year then ended.



Management's Responsibility for the Financial Statements



Management is responsible for the preparation and fair presentation
of these financial statements in accordance with accounting principles generally accepted in the United States of America; this
includes the design , implementation, and maintenance of internal control relevant to the preparation and fair presentation of
financial statements that are free from material misstatement, whether due to fraud or error.



Auditor's Responsibility



Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free from material misstatement.



An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedure s selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of the financial statement s in order to design audit
procedures that are appropriate in the circumstances , but not for the purpose of expressing an opinion on the effectiveness of
the entity's internal control. Accordingly, we express no such opinion. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.



We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.



Opinion



In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of High Performance Beverages Company as of July 31, 2013, and the results of its operations and
cash flows for the year then ended, in conformity with generally accepted accounting principles in the United States of America.





The accompanying financial
statements have been prepared assuming that High Performance Beverages Company will continue as a going concern. As discussed in
Note 3 to the financial statements, High Performance Beverage Company has an accumulated deficit, negative shareholders' equity,
and a net working capital deficiency at July 31, 2013, which raise substantial doubt about its ability to continue as a going concern.
Management's plans concerning this matter are also described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





/s/LL Bradford & Company, LLC

LL Bradford &Company, LLC



www.llbradford.com Houston,

Texas



December 30, 2013



F-2







Report of Independent Registered Public
Accounting Firm



To the Board of Directors

High Performance Beverages Company

Cave Creek, Arizona



We have audited the accompanying consolidated
balance sheets of High Performance Beverages Company (“the Company”) as of July 31, 2012 and 2011, and the related
consolidated statements of operations, stockholders’ (deficit), and cash flows for the years then ended and for the period
from February 28, 2007 (“Inception”) to July 31, 2012.  These consolidated financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based
on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
 The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of High Performance Beverages Company
as of July 31, 2012 and 2011, and the results of its operations and cash flows for the years then ended and for the period from
Inception to July 31, 2012, in conformity with generally accepted accounting principles in the United States of America.



The accompanying consolidated financial
statements have been prepared assuming that High Performance Beverages Company will continue as a going concern.  As discussed
in Note 3 to the consolidated financial statements, High Performance Beverages Company has not yet generated cash flow from operations
and projected operating losses to be incurred during the next twelve months raise substantial doubt about its ability to continue
as a going concern.  Management’s plans concerning this matter are also described in Note 4.  The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



|/s/ PMB Helin Donovan, LLP | 
|-------------------------- | 
|PMB Helin Donovan, LLP     | 



www.pmbhd.com

Houston, Texas



October 26, 2012



F-3







HIGH PERFORMANCE BEVERAGES COMPANY



CONSOLIDATED BALANCE SHEETS

JULY 31, 2013 AND 2012



|                                                                                                                                                                 |  | July 31, 2013 |            |   | July 31, 2012 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | -
|ASSETS                                                                                                                                                           |  |               |            |   |               |  
|Current Assets                                                                                                                                                   |  |               |            |   |               |  
|Cash                                                                                                                                                             |  | $             | 3,920      |   |               | $
|Accounts receivable, net                                                                                                                                         |  |               | -          |   |               |  
|Inventory                                                                                                                                                        |  |               | 31,034     |   |               |  
|Deferred loan costs                                                                                                                                              |  |               | 174,857    |   |               |  
|Total Current Assets                                                                                                                                             |  |               | 209,811    |   |               |  
|                                                                                                                                                                 |  |               |            |   |               |  
|Total Assets                                                                                                                                                     |  | $             | 209,811    |   |               | $
|                                                                                                                                                                 |  |               |            |   |               |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                   |  |               |            |   |               |  
|Current Liabilities                                                                                                                                              |  |               |            |   |               |  
|Accrued expenses                                                                                                                                                 |  | $             | 60,564     |   |               | $
|Convertible notes payable, net                                                                                                                                   |  |               | 270,000    |   |               |  
|Derivative liability                                                                                                                                             |  |               | 242,430    |   |               |  
|Total Current  Liabilities                                                                                                                                       |  |               | 572,994    |   |               |  
|                                                                                                                                                                 |  |               |            |   |               |  
|Total Liabilities                                                                                                                                                |  |               | 572,994    |   |               |  
|                                                                                                                                                                 |  |               |            |   |               |  
|Commitments and contingencies (Note 5)                                                                                                                           |  |               | -          |   |               |  
|                                                                                                                                                                 |  |               |            |   |               |  
|Stockholders’ Deficit                                                                                                                                            |  |               |            |   |               |  
|Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding                                                                  |  |               | -          |   |               |  
|Common stock: $0.001 par value; 500,000,000 shares authorized;  108,970,000 and 94,150,000 shares issued and outstanding at July 31, 2013 and 2012, respectively |  |               | 113,970    |   |               |  
|Stock subscriptions payable                                                                                                                                      |  |               | 282,220    |   |               |  
|Additional paid-in capital                                                                                                                                       |  |               | 1,561,409  |   |               |  
|Retained earnings from discontinued operations                                                                                                                   |  |               | 6,944      |   |               |  
|Accumulated deficit                                                                                                                                              |  |               | (2,322,706 | ) |               |  
|Total Stockholders’ Deficit                                                                                                                                      |  |               | (363,183   | ) |               |  
|                                                                                                                                                                 |  |               |            |   |               |  
|Total Liabilities and Stockholders’ Deficit                                                                                                                      |  | $             | 209,811    |   |               | $



See accompanying notes to the consolidated
financial statements.



F-4







HIGH PERFORMANCE BEVERAGES COMPANY



CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE FISCAL YEARS ENDED JULY 31, 2013
AND 2012



|                                                                 |  | 2013 |            |   | 2012 |  
|---------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|REVENUES                                                         |  | $    | 55,143     |   |      | $
|COST OF GOODS SOLD                                               |  |      | 36,411     |   |      |  
|                                                                 |  |      |            |   |      |  
|GROSS PROFIT                                                     |  |      | 18,732     |   |      |  
|                                                                 |  |      |            |   |      |  
|OPERATING EXPENSES                                               |  |      |            |   |      |  
|General, administrative and other                                |  |      | 502,162    |   |      |  
|Marketing                                                        |  |      | 982,637    |   |      |  
|Product development                                              |  |      | 37,077     |   |      |  
|Compensation                                                     |  |      | 313,007    |   |      |  
|                                                                 |  |      |            |   |      |  
|TOTAL OPERATING EXPENSES                                         |  |      | 1,834,886  |   |      |  
|                                                                 |  |      |            |   |      |  
|OTHER EXPENSE                                                    |  |      |            |   |      |  
|Interest expense                                                 |  |      | 120,329    |   |      |  
|Change in derivative liability                                   |  |      | 242,430    |   |      |  
|LOSS FROM CONTINUING OPERATIONS                                  |  |      | (2,178,910 | ) |      |  
|                                                                 |  |      |            |   |      |  
|DISCONTINUED OPERATIONS - net                                    |  |      | -          |   |      |  
|                                                                 |  |      |            |   |      |  
|NET LOSS                                                         |  | $    | (2,178,910 | ) |      | $
|                                                                 |  |      |            |   |      |  
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $    | (0.02      | ) |      | $
|                                                                 |  |      |            |   |      |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |      | 96,116,484 |   |      |  



See accompanying notes to the consolidated
financial statements.



F-5







HIGH PERFORMANCE BEVERAGES COMPANY



STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)

FOR THE PERIOD FROM JULY 31, 2011 through
JULY 31, 2013





|                                                                          |  | Common 
    Stock |              |   | Common 
    Stock 
    Amount |   |          | Additional
    
    Paid-in 
    Capital |  |   | Stock 
    Subscriptions 
    Payable |   |  | Retained 
    Earnings from 
    Discontinued 
    Operations |         |  | Accumulated
    
    Deficit |   |       | Total | 
|------------------------------------------------------------------------- |  | ----------------- | ------------ | - | ----------------------------- | - | -------- | ---------------------------------------- |  | - | ------------------------------------- | - |  | ------------------------------------------------------------- | ------- |  | ---------------------------- | - | ----- | ----- | 
|Balance, July 31, 2011                                                    |  |                   | 321,875,000  |   |                               |   | 321,875  |                                          |  |   | (311,575                              | ) |  |                                                               | -       |  |                              |   | 6,969 |       | 
|Common stock issued in exchange for professional services  in August 2011 |  |                   | 37,500,000   |   |                               |   | 37,500   |                                          |  |   | (25,500                               | ) |  |                                                               | 61,361  |  |                              |   | -     |       | 
|Return of shares to Treasury as a result of Spinoff Agreement             |  |                   | (265,625,000 | ) |                               |   | (265,625 | )                                        |  |   | 264,766                               |   |  |                                                               | -       |  |                              |   | -     |       | 
|Sale of common stock in May 2012                                          |  |                   | 400,000      |   |                               |   | 400      |                                          |  |   | 49,600                                |   |  |                                                               | -       |  |                              |   | -     |       | 
|                                                                          |  |                   |              |   |                               |   |          |                                          |  |   |                                       |   |  |                                                               |         |  |                              |   |       |       | 
|Net loss                                                                  |  |                   |              |   |                               |   |          |                                          |  |   |                                       |   |  |                                                               |         |  |                              |   | (25   | )     | 
|Balance, July 31, 2012                                                    |  |                   | 94,150,000   |   |                               | $ | 94,150   |                                          |  | $ | (22,709                               | ) |  | $                                                             | 61,361  |  |                              | $ | 6,944 |       | 
|Issuance of shares for services rendered                                  |  |                   | 7,020,000    |   |                               |   | 7,020    |                                          |  |   | 976,918                               |   |  |                                                               | 220,859 |  |                              |   | -     |       | 
|Common stock issued for cash                                              |  |                   | 300,000      |   |                               |   | 300      |                                          |  |   | 49,700                                |   |  |                                                               | -       |  |                              |   | -     |       | 
|Capital contributed as inducement to enter into convertible note payable  |  |                   | -            |   |                               |   | -        |                                          |  |   | 160,000                               |   |  |                                                               | -       |  |                              |   | -     |       | 
|Common stock issued in connection with convertible note payable           |  |                   | 2,500,000    |   |                               |   | 2,500    |                                          |  |   | 397,500                               |   |  |                                                               | -       |  |                              |   | -     |       | 
|Conversion of note payable                                                |  |                   | 5,000,000    |   |                               |   | 5,000    |                                          |  |   | -                                     |   |  |                                                               | -       |  |                              |   | -     |       | 
|Net loss                                                                  |  |                   | -            |   |                               |   | -        |                                          |  |   | -                                     |   |  |                                                               |         |  |                              |   | -     |       | 
|Balance, July 31, 2013                                                    |  |                   | 108,970,000  |   |                               | $ | 108,970  |                                          |  | $ | 1,561,409                             |   |  | $                                                             | 282,220 |  |                              | $ | 6,944 |       | 



See accompanying notes to the consolidated
financial statements.



F-6







HIGH PERFORMANCE BEVERAGES COMPANY



CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED JULY 31, 2013
AND 2012



|                                                                            |  | 2013 |            |   | 2012 |  
|--------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |      |            |   |      |  
|Net income (loss)                                                           |  | $    | (2,178,910 | ) |      |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |            |   |      |  
|Stock issued in exchange for professional expenses                          |  |      | 1,198,367  |   |      |  
|Amortization of deferred financing costs                                    |  |      | 385,143    |   |      |  
|Change in derivative liability                                              |  |      | 248,840    |   |      |  
|Changes in assets and liabilities:                                          |  |      |            |   |      |  
|(Increase) decrease in inventory                                            |  |      | (31,034    | ) |      |  
|Increase (decrease) in accrued expenses                                     |  |      | 56,514     |   |      |  
|Cash Flows Provided by (Used in) Operating Activities                       |  |      | (321,080   | ) |      |  
|                                                                            |  |      |            |   |      |  
|CASH FLOWS FROM  INVESTING ACTIVITIES                                       |  |      | -          |   |      |  
|                                                                            |  |      |            |   |      |  
|CASH FLOWS FROM  FINANCING ACTIVITIES                                       |  |      |            |   |      |  
|Proceeds from the sale of common stock                                      |  |      | 50,000     |   |      |  
|Proceeds from convertible notes payable                                     |  |      | 275,000    |   |      |  
|Retirement of shares                                                        |  |      | -          |   |      |  
|Cash Flows Provided by financing activities                                 |  |      | 325,000    |   |      |  
|                                                                            |  |      |            |   |      |  
|NET INCREASE (DECREASE) IN CASH                                             |  |      | 3,920      |   |      |  
|Cash, beginning of fiscal year                                              |  |      | -          |   |      |  
|Cash, end of fiscal year                                                    |  | $    | 3,920      |   |      | $
|                                                                            |  |      |            |   |      |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |      |            |   |      |  
|Cash paid for interest                                                      |  | $    | 5,000      |   |      | $
|Cash paid for income taxes                                                  |  | $    | -          |   |      | $
|                                                                            |  |      |            |   |      |  
|NON-CASH FINANCING ACTIVITIES                                               |  |      |            |   |      |  
|Shares issued and transferred for loan origination fees                     |  | $    | 560,000    |   |      | $
|Conversion of convertible note payable                                      |  | $    | 5,000      |   |      |  



See accompanying notes to the consolidated
financial statements.



F-7







HIGH PERFORMANCE BEVERAGES COMPANY



Notes to the Consolidated Financial Statements



NOTE 1 – ORGANIZATION



High Performance Beverages Company (formerly known as Dethrone Royalty Holdings, Inc., formerly Exclusive
Building Services, Inc.) (the “Company”) was founded as an unincorporated DBA in February 1997 and was incorporated
as a C corporation under the laws of the State of Nevada on October 11, 2010.



On January 10, 2012, the Company incorporated a wholly-owned
subsidiary, TO Sports Innovation, Inc. (“TO”), in Nevada. TO was inactive until March 15, 2012. TO subsequently changed
its name to Dethrone Beverage, Inc. (“DB”).





Effective November
14, 2013, the Company changed its name to High Performance Beverages Company in order to better reflect the direction and business
of the Company.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of Accounting



The Company’s consolidated financial statements are prepared using the accrual method of accounting.
 The Company has elected a fiscal year ending on July 31. These consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary Dethrone Beverage, Inc. All significant inter-company balances and transactions have
been eliminated upon consolidation.



F-8







Discontinued Operation





In accordance with
ASC 205-20,Presentation of Financial Statements-Discontinued Operations (“ASC 205-20”), the Company reported
the results of its commercial cleaning services as a discontinued operation. The results of operations of business dispositions
are   segregated from continuing operations and reflected as discontinued operations in current and prior periods. The
application of the principle is discussed in Note 5,Discontinued Operation .





Cash Equivalents



For purposes of the
balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.



Inventory Valuation



Inventories are stated at the lower of cost or market value under the first-in, first-out method. The
Company regularly assesses slow-moving, excess and obsolete inventory and maintains balance sheet reserves in amounts required
to reduce the recorded value of inventory to lower of cost or market.



Stock-based Compensation



The Company follows
ASC 718-10,Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity
instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based
payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from
subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and
has not granted any stock options.



In calculating the value of warrants and stock options granted in the year ended July 31, 2013, the fair
value of warrants and options is estimated as of the date granted using the Black-Scholes option pricing model with the following
weighted-average assumptions: dividend yield of 0 percent; expected volatility at the time of grant based on peer group data
since the Company has no historical information; risk-free interest rate on the grant date, and expected life,



Use of Estimates and Assumptions



Preparation of the
consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could
differ from those estimates.



Fair value of financial instruments



The carrying values of the Company’s financial instruments, including cash and cash equivalents,
trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of
such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate
current market rates.



Loss per Share



Net loss per common
share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic and diluted net income per
common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of
common shares.



Income Taxes



The Company operated
as an unincorporated business until September 2010. Therefore, the results of its operations were included in the personal income
tax returns of its owner. No pro forma provision for income taxes assuming the Company had been taxed as a C corporation for federal
and state income tax purposes has been presented because the Company did not have pretax income in any period presented.



Going forward income
taxes will be provided in accordance with ASC 740,Income Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results
 from  the net  change  during  the  year of  deferred  tax  assets  and liabilities.



Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.



No provision was made
for Federal income tax.



F-9







Revenue Recognition



The Company follows
paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue
when it is realized or realizable and earned less estimated future doubtful accounts.  The Company considers revenue realized
or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably
assured.



Subsequent Events



The Company follows
the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company
evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued.  Pursuant
to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued
when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.



Recently Issued Accounting Pronouncements



The Company has implemented
all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there
are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or
results of operations.



Reclassifications



Certain comparative
figures have been reclassified to conform to the current year presentation.



NOTE 3 – GOING CONCERN



The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying
consolidated financial statements, the Company had negative net working capital and a net stockholders’ deficit at July 31,
2013 and had no reliable source of ongoing debt or equity financing.



The Company is emphasizing
a new product line involving the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic
beverage under the Trade Name, Dethrone Beverages. However, there are uncertainties as to whether the Company will obtain sufficient
financing to introduce and distribute the planned product or, if distributed, there will be sufficient market demand for the products.



The consolidated financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



NOTE 4 - CONVERTIBLE NOTES PAYABLE



Convertible notes
payable consists of the following:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | July 31, |         |  | July 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ------- |  | -------- | -
|Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 2013     |         |  | 2012     |  
|On November 15, 2012, the Company entered into a Senior
    Secured Promissory Note (the “Note”) with an unaffiliated party (the “Third Party”) under which the
    Company received a one-year loan with a principal balance of $100,000. The loan bears interest at 20% per annum with interest
    payments due quarterly. In addition, the Company issued 2,500,000 shares of restricted common stock to the lender and Mr.
    Holley and McBride pledged their 56,250,000 shares of the Company’s common stock as collateral and transferred
    1,000,000 shares of free trading shares to the lender. . If the Company goes into default of the provisions of the loan, it
    becomes convertible into the Company’s common stock at a price of $0.001 per share (100 million shares). If an event of
    default occurs, the lender will have the ability of becoming the controlling shareholder of the Company. The Company recorded
    deferred financing costs of $560,000 in connection with these transfers.  The deferred financing costs is being
    amortized to interest expense over the term of the loan or twelve months. The company reflected amortization on the deferred
    financing costs in the amount of $385,143 for the year ended July 31, 2013, which is reflected in the statement of
    operations.  On June 20, 2013, the Company and the Third party entered into an Amended and Restated Senior Secured
    Convertible Promissory Note (the “Amended Note”) which amended certain terms of the Note. Pursuant to the Amended
    Note, the Company’s repayment of the principal balance of the Amended Note is secured by all the assets of the Company.
    In addition, the provisions of the Note whereby Mssrs. Holley and McBride pledged 56,250,000 of their shares of common stock
    of the Company were removed.                                                                                                                     |  | $        | 100,000 |  |          | $
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          |         |  |          |  
|On February 27, 2013, the Company entered
into a $335,000 convertible loan agreement. The agreement provides for a $35,000 original issue discount. The lender, at its discretion,
may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of the agreement on April 30, 2013. All loans
under the agreement are payable in full one year after the funds are issued together with a prorated portion of the original issue
discount. All amounts outstanding under the agreement become convertible, at the lender’s discretion, into shares of the
Company’s common stock starting 180 days from the execution date of the agreement. The conversion rate per share is the
lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice. The lender
has agreed that it will not execute any short trades and, at no time, will hold more than 4.9% of the Company’s outstanding
common stock.
                                 If the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will
be no interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other
prepayments of the amounts outstanding without the consent of the lender. In addition, there will be a one-time interest charge
of 12% of the amounts outstanding. The Company must also register all shares that are issuable under the agreement in any Registration
Statement that it files with the SEC for any purpose.                                                                                                                                                                                                                                                                                                                                                                                             |  |          | 115,000 |  |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          |         |  |          |  
|On April 30, 2013, the Company
sold an 18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures
on April 30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price
of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days
immediately prior to the conversion date.
                                                     Upon an Event of Default
(as defined in the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated
damages and other amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s
election immediately due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days
after the occurrence of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the
Debenture shall accrue at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable
law.
                                                     In connection with the sale of the Debenture, on April 30, 2013 (the “Initial Exercise Date”) the Company
issued the purchaser of the Debenture a warrant to purchase 3,726,708 shares of the Company’s common stock at an exercise
price of $.03 per share (subject to adjustment as provided in the debenture). The Warrant is exercisable on a cashless basis (as
provided in the Warrant) and as a result there is no assurance that any part of the Warrant will be exercised for cash. The warrant
terminates three years from the Initial Exercise Date and on such date the Warrant shall be automatically exercised via cashless
exercise. The fair market value of the warrant was $50,777 on the date of issuance. |  |          | 50,000  |  |          |  
|Total convertible notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | $        | 270,000 |  |          | $



F-10







NOTE 5 – DERIVATIVE LIABILITY



The convertible notes payable issued on February 20, 2013 and April 30, 2013 contain a variable conversion
feature (the Variable Conversion Feature) that gives rise to a derivative liability. We have measured this derivative at fair value
and recognized the derivative value as a current liability and recorded the derivative value on our consolidated balance sheet.





Fair Value Considerations



GAAP establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy
consists of three broad levels:



|Level 1 valuations: |  | Quoted prices in active markets for identical assets and liabilities.                                                                                                                                                                                 
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 2 valuations: |  | Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
|Level 3 valuations: |  | Significant inputs to valuation model are unobservable.                                                                                                                                                                                               



We classify assets and liabilities measured
at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. We measure
all our derivative financial instruments that are required to be measured at fair value on a recurring basis using Level 3
inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant
to the fair value of the assets or liabilities.



The derivative is valued primarily using
models based on unobservable inputs that are supported by little to no market activity. These inputs represent management’s
best estimate of what market participants would use in pricing the liability at the measurement date and thus are classified as
Level 3. Changes in the fair values of the derivative are recognized in earnings in the current period. During the year ended July
31, 2013, the Company recorded a derivative liability of $235,165 related to the Variable Conversion Feature and recognized a change
in the derivative liability of $7,265. At July 31, 2013, derivative liability was $242,430.





NOTE 6 – EQUITY



The Company is authorized
to issue 500,000,000 shares of common stock and 1,000,000 shares of preferred stock. In February 2012, the Company approved a 31.25
for 1 forward split of its common stock effective March 17, 2012, after which there were 359,375,000 shares of common stock outstanding.
The Company also increased the number of authorized shares to 500,000,000. All share and per share disclosures in these Consolidated
Financial Statements give retroactive effect to this forward split.



At the time of incorporation
in Nevada, the Company issued 312,500,000 shares of its common stock to its President in exchange for the business of the DBA and
for costs and services incurred upon incorporation and issued 9,375,000 shares to its other director for services rendered.



In August 2011, the
Company sold 37,500,000 common shares registered in a Registration Statement on Form S-1 that was declared effective by the Securities
and Exchange Commission on August 18, 2011 to settle consulting and professional fees of $12,000.



On March 26, 2012,
Patricia G. Skarpa and Hallie Beth Skarpa entered into agreements with Toby McBride and Michael Jay Holley under which they agreed
to sell 28,125,000 shares of common stock to each (or an aggregate of 56,250,000 shares. The Company received no proceeds from
the sale of these shares.



On April 30, 2013, the Company issued a warrant
to purchase 3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share. The warrant is exercisable
on a cashless basis and has a three year life. The fair market value of the warrant was $50,777 on the date of issuance using Black.
the fair value of warrants and options is estimated as of the date granted using the Black-Scholes option pricing model with the
following weighted-average assumptions: dividend yield of 0 percent; expected volatility of 129.23% based on peer group data
since the Company has no historical information; 0.11% risk-free interest rate on the grant date, and expected life of three years.



On May 4, 2012, the
Company sold 400,000 newly-issued restricted shares of common stock for $50,000 ($0.125 per share). After these shares were issued
there were 94,150,000 shares outstanding.



F-11







In June
and July 2012, the Company sold an aggregate of 610,415 restricted shares of common stock for $61,361. As of July 31, 2012, the
Company had not yet issued stock certificates to the buyers of these shares so the amount collected is reported in “Liability
for Issuable Common Stock” in the accompanying Consolidated Balance Sheet.



In August 2012, the Company sold an aggregate of 670,000 restricted shares of common stock for $100,000.



In connection with
the sale of the Debenture, on April 30, 2013 (the “Initial Exercise Date”) the Company issued the purchaser of the
Debenture a warrant to purchase 3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share (subject
to adjustment as provided in the debenture). The Warrant is exercisable on a cashless basis (as provided in the Warrant) and as
a result there is no assurance that any part of the Warrant will be exercised for cash. The warrant terminates three years from
the Initial Exercise Date and on such date the Warrant shall be automatically exercised via cashless exercise. The fair market
value of the warrant on the date of issuance was $50,777 using the Black-Scholes formula assuming volatility of 142.37%, and a
discount rate of 0.15%.



In June 2013, the
Company issued 1,409,585 shares of common stock under endorsement contracts. The shares were valued at $376,000.



A summary of warrant activity for the year ended
July 31, 2013 is presented below:



|                          |  |          |           |  |          |   |        | Weighted     |  |  |           | 
|------------------------- |  | -------- | --------- |  | -------- | - | ------ | ------------ |  |  | --------- | 
|                          |  |          |           |  | Weighted |   |        | average      |  |  |           | 
|                          |  |          |           |  | average  |   |        | remaining    |  |  | Aggregate | 
|                          |  |          |           |  | exercise |   |        | contractual  |  |  | Intrinsic | 
|                          |  | Warrants |           |  | price    |   |        | life (years) |  |  | Value     | 
|Outstanding July 31, 2012 |  |          | -         |  |          | $ | -      |              |  |  |           | 
|Granted                   |  |          | 3,726,708 |  |          | $ | 0.03   |              |  |  | 2.75      | 
|Exercised                 |  |          | -         |  |          |   | -      |              |  |  |           | 
|Forfeited or cancelled    |  |          | -         |  |          |   | -      |              |  |  |           | 
|Expired                   |  |          | -         |  |          |   | -      |              |  |  |           | 
|Outstanding July 31, 2013 |  |          | 3,726,708 |  |          | $ | $ 0.03 |              |  |  | 2.75      | 



NOTE
7 – DISCONTINUED OPERATIONS



In March 2012, the
Company decided to discontinue and spinoff its office cleaning operations.



The operating results
of the office cleaning operations, which are included in Discontinued Operations, are as follows:



|                                  |  | 2013 |     |   | 2012 |  
|--------------------------------- |  | ---- | --- | - | ---- | -
|                                  |  |      |     |   |      |  
|REVENUES                          |  | $    | 25  |   |      | $
|                                  |  |      |     |   |      |  
|OPERATING EXPENSES                |  |      |     |   |      |  
|General and administrative        |  |      |     |   |      |  
|Compensation                      |  |      | -   |   |      |  
|                                  |  |      |     |   |      |  
|TOTAL OPERATING EXPENSES          |  |      | -   |   |      |  
|                                  |  |      |     |   |      |  
|LOSS FROM DISCONTINUED OPERATIONS |  | $    | (25 | ) |      | $



NOTE 8 – RELATED PARTY TRANSACTIONS



The Company neither
owns nor leases any real or personal property. The Company's office is provided to it by an officer who incurs no incremental costs
as a result of the Company using the space. Therefore, he does not charge for its use. There is no written lease agreement, and
no obligation for him to continue this arrangement.



NOTE 9 – COMMITMENTS AND CONTINGENCIES



The Company entered
into an exclusive license agreement with Dethrone Royalty, Inc. (the “Dethrone License Agreement”) giving the Company
the right to use the Dethrone trademark worldwide in connection with the manufacture and sale of sports performance or energy drinks
along with any other non-alcoholic beverage under the trade name, Dethrone Beverages.



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The Dethrone License
Agreement with Dethrone Royalty, Inc. is for five years and requires payments as follows:



|Year | Royalty                                            
|---- | ---------------------------------------------------
|1    | 12% of Gross Profit                                
|2    | $50,000 plus 8% of Gross Profit                    
|3    | $100,000 or 6% of Gross profit, whichever is higher
|4    | $150,000 or 6% of Gross profit, whichever is higher
|5    | $200,000 or 6% of Gross profit, whichever is higher



The Dethrone License
Agreement with Dethrone Royalty, Inc. specifies minimum levels of sales which, if not attained by the Company, gives Dethrone Royalty,
Inc. the right to terminate the License Agreement. These minimums are as follows:



|Year | Minimum Sales
|---- | -------------
|1    | $ -0-        
|2    | $3,000,000   
|3    | $6,000,000   
|4    | $9,000,000   
|5    | $12,000,000  





The Dethrone License
Agreement with Dethrone Royalty, Inc. also requires the Company to maintain various liability insurance coverage.



On October 14, 2013,
the licensor in this licensing agreement sent a notice of termination of this license agreement wherein it purposed to terminate
this license agreement and demanded licensing fees of $475,000. The Company has asserted that the licensor has repudiated the license
agreement and demanded damages of $850,000. This issue has not progressed passed this point and the Company is currently awaiting
service of a complaint.



Additionally, the Company
is involved in a dispute with Overtime Marketing, SE, LLC and Overtime Marketing, LLC (“Potential Plaintiffs”) with
which it had signed an agreement for marketing services. Potential plaintiffs have sent Company a demand letter seeking payment
in the amount of $4,814,500 arising from an alleged breach of a term sheet that provided for the Company to compensate plaintiffs
with up to 5,000,000 shares of its restricted common stock in exchange for certain marketing services. Settlement negotiations
with potential plaintiffs are in process and Company legal counsel is unable at this time to estimate any potential liability of
the Company resulting from this dispute. The Company is currently awaiting service of a complaint. No liability has been accrued
as a result of this dispute.





NOTE 10 - SUBSEQUENT EVENTS



On October 10, 2013,
the Company entered into a license agreement (“License Agreement”) with Throwdown Industries Holdings, LLC, a Delaware
limited liability company (“Licensor”), pursuant to which the Licensor granted an exclusive, non-sublicenseable and
non-assignable right to the Company to use its trademarks and other intellectual properties (“Trademarks”) solely in
connection with the development, manufacture, distribution, marketing and sale of sports performance drinks within the United States
and Canada (the “License”) as well as a one-time right of first refusal to license other types of beverages. The Company’s
rights under the License Agreement are contingent upon Licensor’s prior written approval of any sports performance drinks
developed or proposed by the Company to contain any of the Trademarks (“Licensed Products”).



In consideration
for the License, the Company shall pay ten percent (10%) of the net revenue generated by all sales and other transfers of the Licensed
Products during the term of the License Agreement. Notwithstanding the foregoing, the Company shall pay the minimum royalties as
set forth below:



|    |  |                                 |  | Minimum     |              |    | Minimum            |  
|--- |  | ------------------------------- |  | ----------- | ------------ | -- | ------------------ | -
|    |  | Time Period:                    |  | Net Revenue |              |    | Quarterly Payments |  
|    |  |                                 |  |             |              |    |                    |  
|(a) |  | Effective Date through 12/31/13 |  | $           | 0.0          |    |                    |  
|(b) |  | 01/01/14 through 12/31/14       |  | $           | 1,000,000.00 |    |                    | $
|(c) |  | 01/01/15 through 12/31/15       |  | $           | 1,600,000.00 | *  |                    | $
|(d) |  | 01/01/16 through 12/31/16       |  | $           | 2,500,000.00 | ** |                    | $



* 2015 minimum Net Revenue shall be the greater of 120% of the
actual 2014 Net Revenue or $1,600,000.00.

*** 2016 Minimum Net Revenue shall be the
greater of 110% of the actual 2015 Net Revenue or $2,500,000.00. During any Extension Term and beyond 2016, the annual Minimum
Net Revenue shall be at least 105% greater than the previous year.



In addition to the
cash payment, the Company will also issue 5,437,603 shares of its common stock to the Licensor. During each quarter of the term
of the Agreement, the Licensor shall have the option to convert a portion or all of the greater of the minimum quarterly payments
or the actual earned royalties into shares of stock of the Company at an exercise price equal to the lesser of $0.03 per share
or the VWAP for the ten (10) trading days prior to the end of the respective quarter during the term.



In August 2013, a convertible
note holder converted $5,000 in principal in exchange for 5,000,000 shares of the Company’s common stock.





On August 26, 2013,
the Company sold an 8% Convertible Note in the principal amount of $42,500 pursuant to a Securities Purchase Agreement. The note
matures on May 21, 2014 and has an interest rate of 8% per annum until the note becomes due. Any amount of principal or interest
on the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof. The note may
be converted into common stock of the Company at any time beginning on the 180th day of the date of the note. However, the note
shall not be converted if the conversion would result in beneficial ownership by the holder of the note and its affiliates to own
more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by
the note holder upon with not less than 61 days’ prior notice to the Company. The conversion price is 58% of the average
of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to the conversion
date.





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On October 1, 2013,
the Company sold an 8% Convertible Note in the principal amount of $32,500 pursuant to a Securities Purchase Agreement. The note
matures on June 19, 2014 and has an interest rate of 8% per annum until the note becomes due. Any amount of principal or interest
on the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof. The note may
be converted into common stock of the Company at any time beginning on the 180th day of the date of the note. However, the note
shall not be converted if the conversion would result in beneficial ownership by the holder of the note and its affiliates to own
more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by
the note holder upon with not less than 61 days’ prior notice to the Company. The conversion price is 58% of the average
of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to the conversion
date.





In October 2013, a
convertible note holder converted $10,200 in principal in exchange for 2,000,000 shares of the Company’s common stock.





Management has evaluated
subsequent events through December 30, 2013, the date which the financial statements were available to be issued.





F-14