UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form 10-K/A

Amendment No. 2



(Mark
One)



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



For
the fiscal year ended July 31, 2014



☐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
☐     .No ☒



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
☐     .No ☒



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
☐     .No ☒



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.   ☒



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 | ☒ | 



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

Yes
☐     .No ☒





The aggregate
market value of the voting stock held by non-affiliates of the registrant as of  January 31, 2014 was approximately $516,995
(based on the closing price reported on date closest to January 31, 2014 when trading took place on the OTC Markets 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 January
20, 2015 the number of outstanding shares of the registrant's Common Stock was 2,127,790,297.





DOCUMENTS
INCORPORATED BY REFERENCE



The following
documents are herewith incorporated by reference:



None






















Explanatory
Note





The purpose of this Amendment No. 2 to High
Performance Beverages Company’s Annual Report on Form 10-K for the period ended July 31, 2014, filed with the Securities
and Exchange Commission on January 23, 2015 (the “Form 10-K”), is to add additional explanation and clarification
to the description of the change in compensation expense for the year ended July 31, 2014 in Part II, Item 7, Management’s
Discussion and Analysis.



The original text read as follows:



Compensation increased by $872,627, from
$364,004 during the year ended July 31, 2013 to $1,236,631 during the year ended July 31, 2014. The increase was primarily due
to $375,946 in share based in the current period and none in the prior year and an increase in cash compensation expense of $740,432.
All cash compensation was paid to Messrs. Holley and McBride and one sales manager.



The corrected text reads as follows:



Compensation increased by $872,627, from
$364,004 during the year ended July 31, 2013 to $1,236,631 during the year ended July 31, 2014. The increase was primarily due
to an increase in share based compensation related to the issuance of 5,437,603 shares of common stock with a market value of
$924,392 in connection with the Throwdown License endorsement contract, a decrease in athlete endorsement share based compensation
of $161,808, from $321,504 in the prior year to $159,696 in the current year, an increase in cash compensation expense to operations
staff of $111,793 and a decrease in cash compensation was paid to Messrs. Holley and McBride of $1,750.













HIGH
PERFORMANCE BEVERAGES COMPANY



TABLE
OF CONTENTS



|        | PART I                                                                                                       |   
|------- | ------------------------------------------------------------------------------------------------------------ | --
|ITEM 1  | BUSINESS                                                                                                     | 1 
|ITEM 1A | RISK FACTORS                                                                                                 | 4 
|ITEM 1B | UNRESOLVED STAFF COMMENTS                                                                                    | 10
|ITEM 2  | PROPERTIES                                                                                                   | 10
|ITEM 3  | LEGAL PROCEEDINGS                                                                                            | 10
|ITEM 4  | MINE SAFETY DISCLOSURES                                                                                      | 10
|        | PART II                                                                                                      |   
|ITEM 5  | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 11
|ITEM 6  | SELECTED FINANCIAL DATA                                                                                      | 12
|ITEM 7  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 13
|ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   | 14
|ITEM 8  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                  | 14
|ITEM 9  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                         | 14
|ITEM 9A | CONTROLS AND PROCEDURES                                                                                      | 14
|ITEM 9B | OTHER INFORMATION                                                                                            | 15
|        | PART III                                                                                                     |   
|ITEM 10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                       | 15
|ITEM 11 | EXECUTIVE COMPENSATION                                                                                       | 18
|ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS               | 19
|ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE                                     | 19
|ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                       | 20
|        | PART IV                                                                                                      |   
|ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                   | 21













PART
I



This
Annual Report on Form 10-K of High Performance Beverage Company (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



In 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.



On July
23, 2014, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada to increase the number
of authorized shares of common stock from 500,000,000 to 2,500,000,000 shares, effective immediately.



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
|     |  |  |                                                    

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    |  | $            
| | 2    |  | $            
| | 3    |  | $            
| | 4    |  | $            
| | 5    |  | $            



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





1







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, the 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.



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.





2







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.





3







Current
Status



The company
retained Allen Flavors to create two new additional flavors to be launched in the early part of the first calendar quarter of
2015.The Company will also use a newly developed look for their bottling and labeling as
part of the new launch. In addition to a new product launch, the Company launched its first sweepstakes contest to be held from
December 15, 2014 through January 31, 2015 to help market the new product launch.



As discussed
above, in October 2013, the Company entered into the Throwdown License Agreement, pursuant to which the Throwdown Licensor granted
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, 2014, we have recorded an
aggregate Marketing Expense of $42,237 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, 2014, our officers, Toby
McBride and Michael J. Holley, are part-time contractors to us. There are no written 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.



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 negative working capital of $1,408,485 and a stockholders’ deficit
of $6,542,451 at July 31, 2014. 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, 2014 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.





4







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
intend to 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. In December 2014, the both parties to the contract agreed
to terminate the licensing agreement.



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.



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.





5







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.



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.





6







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.



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 not and there has never been any established trading market for our
common stock. There is currently no established public market whatsoever for our securities.





7







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.





8







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.





9







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





10







Part
II



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



Market
Information



There
is not a consistently active market for the shares of our common stock. The trading symbol for our common stock is TBEV. There
can be no assurance that a liquid market will develop in the foreseeable future.



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 2013    |  | $    |        |  | $   | 
|               |  |      |        |  |     | 
|First Quarter  |  |      | 0.03   |  |     | 
|Second Quarter |  |      | 0.03   |  |     | 
|Third Quarter  |  |      | 0.03   |  |     | 
|Fourth Quarter |  |      | 0.02   |  |     | 
|               |  |      |        |  |     | 
|Fiscal 2014    |  | $    |        |  | $   | 
|               |  |      |        |  |     | 
|First Quarter  |  |      | 0.03   |  |     | 
|Second Quarter |  |      | 0.02   |  |     | 
|Third Quarter  |  |      | 0.0136 |  |     | 
|Fourth Quarter |  |      | 0.013  |  |     | 



Holders



As of the close of business on January
20, 2015, there were 43 stockholders of record of our common stock, and 2,127,790,297 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.



Securities
Authorized for Issuance under Equity Compensation Plans



Recent
sales of unregistered securities.



On
August 26, 2013, the Company sold an 8% Convertible Note in the principal amount of $42,500. 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.



On
October 1, 2013, the Company sold an 8% Convertible Note in the principal amount of $32,500. The Note matures on June 19, 2014
and has an interest rate of 8% per annum until the Note becomes due.





11







On
October 10, 2013, the Company sold a master promissory note with a principal balance of $48,000 for a purchase price of $40,000
at an original issuance discount of $4,000. The Company also agreed to pay $4,000 worth of legal, accounting and due diligence
costs to the Investor. The Company issued to the investor, warrants to purchase shares of the Company’s common stock at
an exercise price equal to the conversion price as provided in the master promissory note.



On
October 10, 2013, the Company entered into a license agreement pursuant to which the Company issued 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 due under the agreement 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.



On
February 14, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000,
dated February 11, 2014 for cash consideration of $50,000.



On
March 6, 2014, the Company sold a 10% Convertible Redeemable Note in the principal amount of $22,000 pursuant to a Securities
Purchase Agreement. The note matures on February 28, 2015 and has an interest rate of 10% per annum.



On
April 1, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, dated
March 25, 2014 for cash consideration of $50,000. 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
June 3, 2014, the Company sold a note with a principal purchase price of $10,000. The note is due on June 2, 2014. Interest accrues
at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due
to the holder of the June 2015 Note, all principal, accrued but unpaid interest and all other payments due under the June 2015
Note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder,
in whole at any time and from time to time.



On
June 6, 2014, the Company sold a note with a principal purchase price of $60,000. The note is due on June 2, 2014. Interest accrues
at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due
to the holder of the June 2015 Note, all principal, accrued but unpaid interest and all other payments due under the June 2015
Note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder,
in whole at any time and from time to time.



On
June 6, 2014, the Company sold a note with a principal purchase price of $60,000. The note is due on June 2, 2014. Interest accrues
at the rate of 8% per annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due
to the holder of the June 2015 Note, all principal, accrued but unpaid interest and all other payments due under the June 2015
Note shall be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder,
in whole at any time and from time to time.



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.





12







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, 2014 and 2013 that states that our lack of resources causes substantial doubt about our ability to
continue as a going concern.



Results
of Operations for the year ended July 31, 2014



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 $98,726 during the year ended July 31, 2014, from $485,527 at July 31, 2013 to $584,253
at July 31, 2014, is primarily due to a increase in professional fees of approximately $246,000.



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 decrease of $940,400 during the year ended July 31, 2014, from $982,637 at July 31, 2013 to $42,237
at July 31, 2014, is primarily due to share based compensation paid to professional athletes under product endorsement agreements
of $942,400 in the prior year.



Product
development costs consist of costs for planning for product packaging, samples and similar introductory costs. The decrease of
$37,077 during the year ended July 31, 2014, from $37,077 at July 31, 2013 to $0 at July 31, 2014, is due to the reduced need
for product development as our products have been launched and are on the market.





Compensation increased by $872,627, from
$364,004 during the year ended July 31, 2013 to $1,236,631 during the year ended July 31, 2014. The increase was primarily due
to an increase in share based compensation related to the issuance of 5,437,603 shares of common stock with a market value of
$924,392 in connection with the Throwdown License endorsement contract, a decrease in athlete endorsement share based compensation
of $161,808, from $321,504 in the prior year to $159,696 in the current year, an increase in cash compensation expense to operations
staff of $111,793 and a decrease in cash compensation was paid to Messrs. Holley and McBride of $1,750.



Other income (expense) increased ($1,554,573)
during the year ended July 31, 2014 compared to the year ended July 31, 2013, when other income (expense) was $(362,759). The
increase is due to interest expense of ($796,668), the change in derivative liability of ($1,084,287) and inventory write off
impairment of (36,177)





Net loss
for the year ended July 31, 2014 increased by $1,565,700, from ($2,213,273) during the year ended July 31, 2013 to ($3,778,972)
during the fiscal year ended July 31, 2013, primarily due to share based compensation expense, deferred financing cost and note
discount amortization, interest expense and change in derivative liability.



Results
of Operations for the year ended July 31, 2013



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 $419,292 during the year ended July 31, 2013, from $66,235 at July 31, 2012 to $485,527
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 $18,774, 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 $344,004, from $20,000
during the year ended July 31, 2012 to $364,004 during the year ended July 31, 2013. The increase was due to $321,504 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.





13







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 $2,075,737, from ($137,536) during the year ended July 31, 2012 to ($2,213,273)
during the year ended July 31, 2013, 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.



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, 2014 and the fiscal year then ended start on page F-1.



Item
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS



None.



Item
9A. CONTROLS AND PROCEDURES



Management’s
Annual Report on Internal Control over Financial Reporting





(a)
Evaluation of Disclosure Controls and Procedures



The
Company’s Chief Executive Officer, in his role as CEO and Chief Financial Officer, has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
July 31, 2014. Based upon such evaluation, the Chief Executive Officer has concluded that, as of July 31, 2014, the Company’s
disclosure controls and procedures were ineffective. This conclusion by the Company’s Chief Executive Officer and does not
relate to reporting periods after July 31, 2014.







14







Management’s
Report on Internal Control Over Financial Reporting



Under
the supervision and with the participation of our Chief Executive Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting as of July 31, 2014 based on the framework stated by the Committee of Sponsoring
Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal
controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the
Treadway Commission.



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was 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. Because of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.



Based
on its evaluation as of July 31, 2014 weakness is a deficiency, or a combination of control deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely basis.



The
material weakness relates to the monitoring and review of work performed by our Chief Executive Officer and lack of segregation
of duties. In the preparation of audited financial statements, footnotes and financial data all of our financial reporting is
carried out by our Chief Executive Officer, and we do not have an audit committee to monitor or review the work performed. The
lack of segregation of duties results from lack of accounting staff with accounting technical expertise necessary for an effective
system of internal control. As soon as our finances allow, we will hire sufficient accounting staff and implement appropriate
procedures for monitoring and review of work performed by our Chief Executive Officer.



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 our registered public accounting firm pursuant
to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.



(b)
Changes in Internal Control Over Financial Reporting



No
change in the Company’s internal control over financial reporting occurred during the year ended July 31, 2014, that materially
affected, or is 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, 2014 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                         



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.





15







Possible
Potential Conflicts



The
market 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, 2015. 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;





16







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 the Company
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.





17







Item
11. EXECUTIVE COMPENSATION



The
following table shows, for the fiscal years ended July 31, 2014 and 2013, 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                         



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.



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



The Company
has entered into endorsement agreements 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, 2014, we have recorded
an aggregate Marketing Expense of $42,237 relating to the shares that are issuable.



18







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



As of
January 20, 2015, we had 2,127,790,297 shares of common stock outstanding which are
held by 43 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 January 20, 2014; of all directors and executive officers of
the Company; and of our directors and officers as a group.



|Title Of Class |        |  | Beneficial Owner of Shares (1) |                                                   | Amount of Beneficial Ownership |  |            | Percent of Class (2) | 
|-------------- | ------ |  | ------------------------------ | ------------------------------------------------- | ------------------------------ |  | ---------- | -------------------- | 
|               |        |  |                                |                                                   |                                |  |            |                      | 
|               | Common |  |                                | Toby McBride                                      |                                |  | 28,125,000 |                      | 
|               | Common |  |                                | Michael Holley                                    |                                |  | 28,125,000 |                      | 
|               |        |  |                                | All Directors and Officers as a group (2 persons) |                                |  | 56,250,000 |                      | 



|(1)
    The address for purposes of this table is the Company’s address which is 5137 E. Armor St., Cave Creek, AZ 85331.
|-------------------------------------------------------------------------------------------------------------------------

(2)
Applicable percentage ownership is based on 2,127,790,297 shares of common stock outstanding as of January 20, 2015 together with
securities exercisable or convertible into shares of common stock within 60 days of January 20, 2015 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with
respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of January 20, 2015
are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.



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.







19









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.



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 $28,077 and $13,550 for the fiscal year ended July 31, 2014 and 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.



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 years ended July 31,
2014 and 2013.



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





20







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         |  | Certificate
    of Amendment (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on July 29, 2014)                                                                                                             
|3.3         |  | 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)                                                                                             
|3.4         |  | Certified
    Articles of Merger (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the SEC
    on November 20, 1013)                                                                                         
|3.5         |  | 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)                                                                                                            
|4.4         |  | Original
    Issue Discount Convertible Promissory Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed
    with the SEC on January 27, 2014)                                                                           
|4.5         |  | Original
    Issue Discount Convertible Promissory Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed
    with the SEC on February 20, 2014)                                                                          
|4.6         |  | 10%
    Convertible Redeemable Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC
    on March 12, 2014)                                                                                                 
|4.7         |  | Original
    Issue Discount Convertible Promissory Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed
    with the SEC on April 4, 2014)                                                                              
|4.8         |  | Form
    of 8% Convertible Promissory Note (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the
    SEC on June 16, 2014)                                                                                           
|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, 2014)
|10.6        |  | Form
    Lock-Up Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October
    15, 2014)                                                                                                       
|10.7        |  | Form
    of SPA (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2014)                                                                                                                      
|10.8        |  | Form
    of Master Note (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October
    29, 2014)                                                                                                          
|10.9        |  | Form
    of Warrant (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on October 29,
    2014)                                                                                                              
|10.10       |  | Securities
    Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March
    12, 2014)                                                                                                  
|10.11       |  | Securities
    Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June
    16, 2014)                                                                                                   
|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                                                                                                                                                                                                                                  





21







|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





22







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.





| | High
    Performance Beverages Company
| | --------------------------------------
| |                                       
| | By:                                   
| |                                       
| |                                       
| |                                       
| |                                       





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                
|---------------------- |  | -------------------------------------------------------------------- |  | --------------------
|                       |  |                                                                      |  |                     
|/s/
    Toby McBride   |  | Chief
    Executive Officer, President(Principal Executive Officer), |  | January
    23, 2015
|Toby
    McBride       |  | Treasurer
    (Principal Accounting                                  |  |                     
|                       |  | and
    Financial Officer) and Chairman of the Board                 |  |                     
|                       |  |                                                                      |  |                     
|/s/
    Michael Holley |  | President
    and Director                                           |  | January
    23, 2015
|Michael
    Holley     |  |                                                                      |  |                     





23







FINANCIAL STATEMENTS



July 31, 2014 and
2013



TABLE OF CONTENTS



|REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS |  | F-2           
|------------------------------------------------------------ |  | --------------
|BALANCE
    SHEETS                                           |  | F-3           
|STATEMENTS
    OF OPERATIONS                                 |  | F-4           
|STATEMENTS
    OF STOCKHOLDERS’ DEFICIT                      |  | F-5           
|STATEMENTS
    OF CASH FLOWS                                 |  | F-6           
|NOTES
    TO FINANCIAL STATEMENTS                            |  | F-7
    - F-19





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 balance sheet of High Performance
Beverages Company ("the Company") as of July 31, 2014 and 2013, and the related statement of operations, shareholders'
equity (deficit), and cash flows for the years then ended.



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
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  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, such financial statements present
fairly, in all material respects, the consolidated financial position of the Company as of July 31, 2014 and 2013 and the consolidated
results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted
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, 2014, 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



Houston, Texas

January 23, 2015





F-2









HIGH PERFORMANCE BEVERAGES COMPANY

CONSOLIDATED BALANCE SHEETS

JULY 31, 2014 AND 2013



|                                                                                                                               |  | July
    31, 2014 |            |   | July
    31, 2013 |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ---------- | - | ----------------- | -
|ASSETS                                                                                                                         |  |                   |            |   |                   |  
|Current Assets                                                                                                                 |  |                   |            |   |                   |  
|Cash                                                                                                                           |  | $                 | 10,485     |   |                   | $
|Prepaid
    Expense                                                                                                            |  |                   | 27,000     |   |                   |  
|Inventory                                                                                                                      |  |                   | -          |   |                   |  
|Deferred
    loan costs                                                                                                        |  |                   | -          |   |                   |  
|Total Current
    Assets                                                                                                       |  |                   | 37,485     |   |                   |  
|                                                                                                                               |  |                   |            |   |                   |  
|Total
    Assets                                                                                                               |  | $                 | 37,485     |   |                   | $
|                                                                                                                               |  |                   |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                 |  |                   |            |   |                   |  
|Current Liabilities                                                                                                            |  |                   |            |   |                   |  
|Accrued
    expenses                                                                                                           |  | $                 | 212,216    |   |                   | $
|Note payable                                                                                                                   |  |                   | 6,900      |   |                   |  
|Senior
    convertible notes payable, net                                                                                      |  |                   | 993,385    |   |                   |  
|Derivative
    liability                                                                                                       |  |                   | 1,189,287  |   |                   |  
|Total Current Liabilities                                                                                                      |  |                   | 2,401,788  |   |                   |  
|                                                                                                                               |  |                   |            |   |                   |  
|Total
    Liabilities                                                                                                          |  |                   | 2,401,788  |   |                   |  
|                                                                                                                               |  |                   |            |   |                   |  
|Stockholders’
    Deficit                                                                                                      |  |                   |            |   |                   |  
|Preferred
    stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding                            |  |                   | -          |   |                   |  
|Common stock:
    $0.001 par value; 2,500,000,000 shares authorized; 476,910,212 and 103,970,000 shares issued and outstanding |  |                   | 476,911    |   |                   |  
|Stock subscriptions
    payable                                                                                                |  |                   | 220,286    |   |                   |  
|Additional
    paid-in capital                                                                                                 |  |                   | 3,084,011  |   |                   |  
|Accumulated
    deficit                                                                                                        |  |                   | (6,145,511 | ) |                   |  
|Total
    Stockholders’ Deficit                                                                                                |  |                   | (2,364,303 | ) |                   |  
|                                                                                                                               |  |                   |            |   |                   |  
|Total
    Liabilities and Stockholders’ Deficit                                                                                |  | $                 | 37,485     |   |                   | $



See accompanying notes to the consolidated
financial statements.





F-3







HIGH PERFORMANCE BEVERAGES COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE FISCAL YEARS ENDED JULY 31,
2014 AND 2013



|                                                                 |  | 2014 |             |   | 2013 |  
|---------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|                                                                 |  |      |             |   |      |  
|REVENUES                                                         |  | $    | 1,481       |   |      | $
|                                                                 |  |      |             |   |      |  
|COST OF GOODS SOLD                                               |  |      | -           |   |      |  
|                                                                 |  |      |             |   |      |  
|GROSS PROFIT                                                     |  |      | 1,481       |   |      |  
|                                                                 |  |      |             |   |      |  
|OPERATING EXPENSES                                               |  |      |             |   |      |  
|General, administrative and other                                |  |      | 584,253     |   |      |  
|Marketing                                                        |  |      | 42,237      |   |      |  
|Product development                                              |  |      | -           |   |      |  
|Compensation                                                     |  |      | 1,236,631   |   |      |  
|                                                                 |  |      |             |   |      |  
|TOTAL OPERATING EXPENSES                                         |  |      | 1,863,121   |   |      |  
|                                                                 |  |      |             |   |      |  
|OTHER EXPENSE                                                    |  |      |             |   |      |  
|Interest expense                                                 |  |      | 796,868     |   |      |  
|Change in derivative liability                                   |  |      | 1,084,287   |   |      |  
|Inventory impairment                                             |  |      | 36,177      |   |      |  
|LOSS FROM CONTINUING OPERATIONS                                  |  |      | (3,778,972  | ) |      |  
|                                                                 |  |      |             |   |      |  
|NET LOSS                                                         |  | $    | (3,778,972  | ) |      | $
|                                                                 |  |      |             |   |      |  
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $    | (0.02       | ) |      | $
|                                                                 |  |      |             |   |      |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |      | 171,066,620 |   |      |  



See accompanying notes to the consolidated
financial statements.





F-4









HIGH
PERFORMANCE BEVERAGES COMPANY

STATEMENTS OF STOCKHOLDERS’
EQUITY (DEFICIT)

FOR THE PERIOD FROM JULY 31, 2012
through JULY 31, 2014





|                                                                             |  |        |             |  | Common |   |         | Additional |  |   | Stock         |   |  |             |         |   |       |  
|---------------------------------------------------------------------------- |  | ------ | ----------- |  | ------ | - | ------- | ---------- |  | - | ------------- | - |  | ----------- | ------- | - | ----- | -
|                                                                             |  | Common |             |  | Stock  |   |         | Paid-in    |  |   | Subscriptions |   |  | Accumulated |         |   |       |  
|                                                                             |  | Stock  |             |  | Amount |   |         | Capital    |  |   | Payable       |   |  | Deficit     |         |   | Total |  
|                                                                             |  |        |             |  |        |   |         |            |  |   |               |   |  |             |         |   |       |  
|Balance, July 31, 2012                                                       |  |        | 94,150,000  |  |        | $ | 94,150  |            |  | $ | 22,237        |   |  | $           | -       |   |       | $
|Issuance of shares for services rendered                                     |  |        | 2,020,000   |  |        |   | 2,020   |            |  |   | 987,749       |   |  |             | 220,839 |   |       |  
|Common stock issued for cash                                                 |  |        | 300,000     |  |        |   | 300     |            |  |   | 94,646        |   |  |             | -       |   |       |  
|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                                                       |  |        | 103,970,000 |  |        | $ | 103,970 |            |  | $ | 1,662,132     |   |  | $           | 220,839 |   |       | $
|Common stock issued for services rendered                                    |  |        | 7,612,603   |  |        |   | 7,613   |            |  |   | -             |   |  |             | -       |   |       |  
|Common stock issued for endorsement contracts                                |  |        | 65,500,000  |  |        |   | 65,500  |            |  |   | 1,059,714     |   |  |             | (21,739 | ) |       |  
|Conversion of note payable                                                   |  |        | 299,827,609 |  |        |   | 299,828 |            |  |   | (196,683      | ) |  |             | 21,186  |   |       |  
|Discount on notes payable                                                    |  |        | -           |  |        |   | -       |            |  |   | 402,139       |   |  |             | -       |   |       |  
|Derivatives liability conversion                                             |  |        |             |  |        |   |         |            |  |   | 156,709       |   |  |             |         |   |       |  
|Net Income                                                                   |  |        | -           |  |        |   | -       |            |  |   | -             |   |  |             |         |   |       |  
|Balance, July, 2014                                                          |  |        | 476,910,212 |  |        | $ | 476,911 |            |  | $ | 3,084,011     |   |  | $           | 220,286 |   |       | $



See accompanying notes to the consolidated
financial statements.





F-5







HIGH PERFORMANCE BEVERAGES COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE FISCAL YEARS ENDED JULY 31,
2014 AND 2013



|                                                                                           |  | 2014 |            |   | 2013 |  
|------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |  |      |            |   |      |  
|Net income (loss)                                                                          |  | $    | (3,778,972 | ) |      | $
|Adjustments to reconcile net loss to net cash used
    in operating activities:            |  |      |            |   |      |  
|Shared-based compensation                                                                  |  |      | 1,084,088  |   |      |  
|Share issued in exchange for
                                         professional expense |  |      |            |   |      |  
|Amortization of deferred financing
    costs                                               |  |      | 174,857    |   |      |  
|Change in derivative liability                                                             |  |      | 1,084,287  |   |      |  
|Amortization of debt discount                                                              |  |      | 346,926    |   |      |  
|Penalty Expense                                                                            |  |      | 315,567    |   |      |  
|Changes in assets and liabilities:                                                         |  |      |            |   |      |  
|(Increase) decrease in accounts
    receivable                                             |  |      | -          |   |      |  
|(Increase) decrease in inventory                                                           |  |      | 31,034     |   |      |  
|Increase
    (decrease) in accrued expenses                                                |  |      | 162,462    |   |      |  
|Cash Flows Provided by (Used
    in) Operating Activities                                  |  |      | (579,751   | ) |      |  
|                                                                                           |  |      |            |   |      |  
|CASH FLOWS FROM  INVESTING
    ACTIVITIES                                                  |  |      | -          |   |      |  
|                                                                                           |  |      |            |   |      |  
|CASH FLOWS FROM  FINANCING ACTIVITIES                                                      |  |      |            |   |      |  
|Proceeds from the sale of common
    stock                                                 |  |      | -          |   |      |  
|Repayments                                                                                 |  |      | (1,100     | ) |      |  
|Proceeds from convertible notes
    payable                                                |  |      | 579,416    |   |      |  
|Proceeds
    from notes payable                                                            |  |      | 8,000      |   |      |  
|                                                                                           |  |      | 586,316    |   |      |  
|                                                                                           |  |      |            |   |      |  
|NET INCREASE (DECREASE) IN CASH                                                            |  |      | 6,565      |   |      |  
|Cash, beginning of fiscal year                                                             |  |      | 3,920      |   |      |  
|Cash, end
    of fiscal year                                                               |  | $    | 10,485     |   |      | $
|                                                                                           |  |      |            |   |      |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                                        |  |      |            |   |      |  
|Cash paid for interest                                                                     |  | $    | -          |   |      | $
|Cash
    paid for income taxes                                                             |  | $    | -          |   |      | $
|                                                                                           |  |      |            |   |      |  
|NON-CASH FINANCING ACTIVITIES                                                              |  |      |            |   |      |  
|Shares issued and transferred
    for loan origination fees                                |  | $    | -          |   |      | $
|Conversion
    of convertible note payable                                                 |  | $    | 257,190    |   |      |  
|Debt
    discount for issued convertible notes payable                                     |  |      | 402,139    |   |      |  



See accompanying notes to the consolidated
financial statements.





F-6









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.



In October 2013,
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.



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of Accounting



The
Company’s consolidated financial statements are prepared using the accrual method of accounting.   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-7







NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont'd)



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.



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-8







NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (cont'd)



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.



Fair Value Considerations



We follow ASC 820, “Fair Value
Measurements and Disclosures,” as amended by Financial Accounting Standards Board (FASB) Financial Staff Position (FSP)
No. 157 and related guidance. Those provisions relate to our financial assets and liabilities carried at fair value and our fair
value disclosures related to financial assets and liabilities. ASC 820 defines fair value, expands related disclosure requirements
and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, assuming the transaction occurs in the principal or most advantageous market
for that asset or liability.



There are three levels of inputs to fair
value measurements - Level 1, meaning the use of quoted prices for identical instruments in active markets; Level 2, meaning the
use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets
that are not active or are directly or indirectly observable; and Level 3, meaning the use of unobservable inputs. We use
Level 1 inputs for our fair value measurements whenever there is an active market, with actual quotes, market prices, and observable
inputs on the measurement date. We use Level 2 inputs for our fair value measurements whenever there are quoted prices for similar
securities in an active market or quoted prices for identical securities in an inactive market. We use observable market data whenever
available.



Derivative Liabilities



The Company, in
accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing Liabilities
from Equity, the embedded derivate associated with convertible notes payable are accounted for as liabilities during the term of
the related notes payable.



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, 2014 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.





F-9







NOTE
4 - CONVERTIBLE NOTES PAYABLE



Convertible
notes payable consists of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | July 31, |         |  | July 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ------- |  | -------- | -
|Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 2014     |         |  | 2013     |  
|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 has recognized the remaining amortization on the deferred financing costs in
    the amount of $148,111 for the year ended July 31, 2014, 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.  As
    of July 31, 2014, the lender has converted total principal and interest of $16,000 to common stock.                                                                                                                                                  |  | $        | 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. As of July 31, 2014, the lender has converted total principal
    and interest of $92,230 to common stock.                                                                                                                                                                                                                                                                                                                                                                                                                       |  |          | 77,726  |  |          |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |          |         |  |          |  
|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 $37,267 on the date of issuance. As of July 31, 2014 the warrant has been fully exercised for a total amount of $3,727
    in common stock, the lender also converted total principal and interest of $8,746 into common stock. |  |          | 46,254  |  |          |  





F-10







NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)



|On October 10, 2013, Dethrone Royalty Holdings, Inc. (the “Company”),
    entered into a securities purchase agreement (the “SPA”) with an investor (“Investor”), pursuant to
    which the Investor purchased a master promissory note (the “Master Note”) with a principal balance of $48,000
    for a purchase price of $40,000 at an original issuance discount of $4,000.  The Company also agreed to pay $4,000
    worth of legal, accounting and due diligence costs to the Investor.     Pursuant to the Master Note, the Investor
    has the right, solely in the Investor’s discretion, to subsequently purchase up to eight (8) additional promissory notes
    (each, an “Additional Note”, the Master Note and each Additional Note collectively, the “Notes”),
    at any time from the date of issuance of the Master Note until October 10, 2014.  Each Additional Note shall have
    a principal balance of $22,000 and shall have a purchase price of $20,000, at an original issue discount of $2,000.   
     Pursuant to the Master Note, if the Company repays the entire balance of each Note prior to the Prepayment Opportunity
    Date (as defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum.  If the Company
    does not repay the entire balance of each Note prior to the Prepayment Opportunity Date (as defined in the Master Note) each
    Note shall have a one-time interest charge equal to 12% , applied to the outstanding balance of each note.    
    Each Note is convertible, at any time after the date six months from the Purchase Price Date (as defined in the Master Note),
    into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii)
    60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject
    to certain adjustment as further described in the Master Note (the “Conversion Price”).     In connection
    with the SPA and the issuance of the Master Note, the Company issued to the Investor, warrants to purchase shares of the Company’s
    common stock (the “Warrant”) at an exercise price equal to the Conversion Price.  The Warrant has a
    term of five years.  The warrant provides for both cash and cashless exercise. The fair value of the warrant on
    the date of issuance was $295,273. As of July 31, 2014, the Company has incurred conversion penalties of $155,567, the lender
    has converted total principal  and interest of $26,200 into common stock |  |  | 128,461 |  |  |  | - | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------- |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |  |         |  |  |  |   | 
|8% Convertible Note, dated August 26, 2013, in the principal amount of $42,500 (the “Note”)
    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 180  th  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.     If the Company fails to pay the principal hereof or interest thereon when due at the maturity date,
    the Note shall become immediately due and payable and the Company shall pay to the holder of the Note an amount equal to the
    Default Sum (as defined in the Note). If the Company fails to issue common stock of the Company upon exercise of the Note,
    the 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 Note),
    the Note shall become immediately due and payable and the Company shall pay to the holder of the Note an amount equal to the
    greater of (i) 150% times the Default Sum or (ii) the “parity value” (as defined in the Note) of the Default Sum
    to be prepaid. As of July 31, 2014 the investor has converted all $42,500 into common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  | -       |  |  |  | - | 





F-11







NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)



|On October 1, 2013, the Company, sold an 8% Convertible Note in the principal amount of $32,500
    (the “Note”) 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.     If the Company fails to pay the principal hereof or interest thereon when due at the maturity
    date, the Note shall become immediately due and payable and the Company shall pay to the holder of the Note an amount equal
    to the Default Sum (as defined in the Note). If the Company fails to issue common stock of the Company upon exercise of the
    Note, the 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 Note), the Note shall become immediately due and payable and the Company shall pay to the holder of the Note an amount
    equal to the greater of (i) 150% times the Default Sum or (ii) the “parity value” (as defined in the Note) of
    the Default Sum to be prepaid. As of July 31, 2014 the investor has converted all $32,500 into common stock. |  |  | -      |  |  |  | - | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |        |  |  |  |   | 
|On January 08, 2014, High Performance Beverages Company, a Nevada corporation (the
    “Company”), sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, dated
    July 8, 2014 (the “Note”) for cash consideration of $50,000. The Note matures on July 8, 2014 (“Maturity
    Date”) and all overdue principal will entail a late fee at the rate of 22% per annum. The Company may prepay the Note
    for $100,000 at any time prior to the Maturity Date.     The Note may be converted into common stock of the Company
    at any time after the Maturity Date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses
    the bid at any time before the Maturity Date, the conversion price shall be $0.00001 per share. The Note shall not be converted
    to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than
    4.99% of the issued and 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. As of July 31, 2014 the investor has
    converted total principal and interest of $2,804 into common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  | 72,196 |  |  |  | - | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |        |  |  |  |   | 
|On February 11, 2014, High Performance Beverages Company, a Nevada corporation (the “Company”),
    sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, dated February 11, 2014 (the
    “Note”) for cash consideration of $50,000. The Note matures on August 11, 2014 (“Maturity Date”) and
    all overdue principal will entail a late fee at the rate of 22% per annum. The Company may prepay the Note for $75,000 at
    any time prior to May 11, 2014.     The Note may be converted into common stock of the Company at any time after
    the Maturity Date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid, loses DTC
    eligibility, or gets “chilled for deposit” at any time before the Maturity Date, the conversion price shall be
    $0.00001 per share. The Note shall not be converted to the extent that such conversion would result in beneficial ownership
    by the holder and its affiliates to own more than 4.99% of the issued and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  | 75,000 |  |  |  | - | 





F-12







NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)



|On February 25, 2014, High Performance Beverages Company, a Nevada corporation (the
    “Company”), sold a 10% Convertible Redeemable Note in the principal amount of $22,000 (the “Note”)
    pursuant to a Securities Purchase Agreement.   The Note matures on February 28, 2015 and has an interest rate
    of 10% per annum.   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 at a price equal to 50% of the lowest closing bid price   of the common stock as reported
    on OTCQB, for the fifteen   prior   trading days. In the event the Company experiences a DTC
    “Chill” on its shares, the conversion price shall be decreased to 40% instead of 50% while that “Chill”
    is in effect.  As of July 31, 2014 the investor has converted no principal or interest into common stock |  |   | 22,000    |   |  |   | -       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | --------- | - |  | - | ------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On March 25, 2014, the Company sold a note with a principal balance of $75,000 for a purchase
    price of $50,000 at an original issuance discount of $25,000 (the “March 2014 Note”).  The March
    2014 Note matures on September 25, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |   | 75,000    |   |  |   | -       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On March 31, 2014, the Company sold a note with a principal balance of $42,000 for a purchase
    price of $30,000.  The note is due on September 30, 2014.  Interest accrues at the rate of 15% per annum,
    compounding daily.  At any time from the date hereof until no payment and/or repayment of funds due to the holder
    of the March 2014 Note, all principal, accrued but unpaid interest and all other payments due under the March 2014 Note shall
    be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder, in
    whole at any time and from time to time.  As of July 31, 2014, the Company is in default on the note and incurred
    total penalties of $42,000, the lender has converted $25,146 into common stock.                                                                           |  |   | 67,146    |   |  |   | -       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On April 1, 2014, the Company sold a note with a principal balance of $21,000 for a purchase
    price of $15,000.  The note is due on October 1, 2014.  Interest accrues at the rate of 15% per annum,
    compounding daily.  At any time from the date hereof until no payment and/or repayment of funds due to the holder
    of the April 2014 Note, all principal, accrued but unpaid interest and all other payments due under the April 2014 Note shall
    be convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder, in
    whole at any time and from time to time.                                                                                                                                                                                                                                            |  |   | 21,000    |   |  |   | -       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On June 3, 2014, the Company sold a note with a principal purchase price of $10,000.  The
    note is due on June 2, 2014.  Interest accrues at the rate of 8% per annum, compounding daily.  At any
    time from the date hereof until no payment and/or repayment of funds due to the holder of the June 2015 Note, all principal,
    accrued but unpaid interest and all other payments due under the June 2015 Note shall be convertible into shares of common
    stock of the Company, at a conversion price of $.0001 at the option of the Holder, in whole at any time and from time to time.                                                                                                                                                                                                                                                                                |  |   | 10,000    |   |  |   |         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On June 4, 2014, the Company sold a note with a principal purchase price of $60,000.  The
    note is due on June 2, 2015  Interest accrues at the rate of 8% per annum, compounding daily.  At any
    time from the date hereof until no payment and/or repayment of funds due to the holder of the June 2015 Note, all principal,
    accrued but unpaid interest and all other payments due under the June 2015 Note shall be convertible into shares of common
    stock of the Company, at a conversion price of $.0001 at the option of the Holder, in whole at any time and from time to time.                                                                                                                                                                                                                                                                                 |  |   | 60,000    |   |  |   |         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On June 4, 2014, a new lender assumed a $60,000 portion of existing debt.  Pursuant
    to the original note agreement, if the Company does not repay the entire balance of the maturity date, June 15, 2014, the
    Note shall accrue interest at 22% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |   |           |   |  |   |         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|The Note is convertible into shares of the Company’s common stock at an exercise price
    equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading
    days immediately preceding the conversion, subject to certain adjustment as further described in the original Note (the “Conversion
    Price”).  As of July 31, 2014, the Company is in default on the Note and incurred penalties of $118,000, and
    the lender converted total principal and interest of $1,283 into common stock.                                                                                                                                                                                                                                                                                                                    |  |   | 176,718   |   |  |   |         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|On July 2, 2014, a new lender assumed a $70,000 portion of existing debt.  Pursuant
    to the original note agreement, if the Company does not repay the entire balance of the maturity date, July 2, 2015, the Note
    shall accrue interest at 22% per annum.    The Note is convertible into shares of the Company’s
    common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price
    in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described
    in the original Note (the “Conversion Price”). As of July 31, 2014, the lender converted total principal and interest
    of 13,077 into common stock.                                                                                                                              |  |   | 57,000    |   |  |   | -       | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   | 1,048,501 |   |  |   | 270,000 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |   |           |   |  |   |         | 
|Original issue discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |   | 96,500    |   |  |   | -       | 
|Beneficial conversion feature discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |   | 305,639   |   |  |   | -       | 
|Less: Amortization of discounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |   | (347,023  | ) |  |   | -       | 
|Total convertible notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | $ | 993,385   |   |  | $ | 270,000 | 







F-13







NOTE 5 – DERIVATIVE LIABILITY



The convertible notes
payable issued on in by the company 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. 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, 2014, the
Company recorded a derivative liability of $1,189,287 related to the Variable Conversion Feature and recognized a change in the
derivative liability of due to conversions of $156,709 and change in derivative liability due to pricing of $1,084,287. The balance
of the derivative liability was $1,189,287 and $242,430 at July 31, 2014 and 2013, respectively.



NOTE 6 – EQUITY



The Company is
authorized to issue 2,500,000,000 shares of common stock and 1,000,000 shares of preferred stock.



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 37,267 using the Black-Scholes formula assuming volatility of 122.22%, and a discount
rate of 0.32%.



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, 2014 is presented below:



|                          |  |          |           |  |          |   |      | Weighted     |  |  |           | 
|------------------------- |  | -------- | --------- |  | -------- | - | ---- | ------------ |  |  | --------- | 
|                          |  |          |           |  | Weighted |   |      | average      |  |  |           | 
|                          |  |          |           |  | average  |   |      | remaining    |  |  | Aggregate | 
|                          |  |          |           |  | exercise |   |      | contractual  |  |  | Intrinsic | 
|                          |  | Warrants |           |  | price    |   |      | life (years) |  |  | Value     | 
|Outstanding July 31, 2013 |  |          | -         |  |          | $ | -    |              |  |  |           | 
|Granted                   |  |          | 3,726,708 |  |          | $ | 0.03 |              |  |  | 1.75      | 
|Exercised                 |  |          | -         |  |          |   | -    |              |  |  |           | 
|Forfeited or cancelled    |  |          | -         |  |          |   | -    |              |  |  |           | 
|Expired                   |  |          | -         |  |          |   | -    |              |  |  |           | 
|Outstanding July 31, 2014 |  |          | 3,726,708 |  |          | $ | 0.03 |              |  |  | 1.75      | 



During the year
ended July 31, 2014 the company issued 340,267,609 shares of common stock related to conversions of convertible debt during the
year. The stock was valued at $305,688.



During the year
ended July 31, 2014 the Company issued 65,500,000 of common stock in the form of compensation for officers of the companies. The
stock was valued at $375,946



During the year
ended July 31, 2014 the Company issued 5,437,603 shares of common stock for compensation for services rendered. The stock was valued
at $924,392.



During the year
ended July 31, 2014 the Company issued 2,175,000 shares of common stock for $27,500.





F-14







NOTE 7 – 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 8 – COMMITMENTS AND CONTINGENCIES



Throwdown License Agreement



On October 10, 2013,
the Company entered into a license agreement (“Throwdown 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 December 2014,
both parties to the contract agreed to terminate the licensing agreement.



Pending and Threatened Litigation



The Company is involved
in a civil lawsuit pending in the United States District Court. The Plaintiffs seek damages ranging between $4,814,500 and $25,000,000
arising from the alleged breach of a term sheet for certain marketing services. Plaintiffs assert their claims based on the legal
theories of breach of contract and fraud. The company has moved to dismiss all but one of the claims for breach of contract asserted
in the complaint, which motion is currently pending. Management denies the claim and is vigorously defending against it. No liability
has been recorded as a result of this litigation.



The company is also
involved in various lawsuits and legal proceedings, which arise in the
ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other
matters may arise that may harm its business. The Company will rigorously defend itself in any such lawsuits that may arise in
the future.



NOTE 9 – SUBSEQUENT EVENTS



On August 04, 2014, a note holder exercised
their right to convert $13,595 in principal into 19,420,978 shares of the Company’s $0.001 par value common stock.



On August 06, 2014, issued 2,000,000 shares
of the Company’s $0.001 par value common stock with a current market value of $3,200.



On August 06, 2014, issued 500,000 shares
of the Company’s $0.001 par value common stock with a current market value of $800.



On August 06, 2014, issued 1,500,000 shares
of the Company’s $0.001 par value common stock with a current market value of $2,400.



On August 06, 2014, issued 2,000,000 shares
of the Company’s $0.001 par value common stock with a current market value of $3,200.



On August 06, 2014, issued 20,000,000
shares of the Company’s $0.001 par value common stock with a current market value of $36,000.



On August 06, 2014, issued 3,000,000 shares
of the Company’s $0.001 par value common stock with a current market value of $4,800.



On August 06, 2014, issued 25,000,000
shares of the Company’s $0.001 par value common stock with a current market value of $45,000.





F-15







NOTE 9 – SUBSEQUENT EVENTS (cont'd)



On August 07, 2014,
a note holder exercised their right to convert $14,611 in principal into 20,873,189 shares of the Company’s $0.001 par value
common stock.



On August 12, 2014, a note holder exercised
their right to convert $10,850 in principal into 15,000,000 shares of the Company’s $0.001 par value common stock.



On August 13, 2014, a note holder exercised
their right to convert $16,123 in principal into 21,496,986 shares of the Company’s $0.001 par value common stock.



On August 14, 2014, an investor purchased
5,000,000 shares of the Company’s $0.001 par value common stock for $500 in cash.



On August 20, 2014, a note holder exercised
their right to convert $3,200 in principal into 32,000,000 shares of the Company’s $0.001 par value common stock.



On August 20, 2014, a note holder exercised
their right to convert $3,183,000 in principal into 31,830,000 shares of the Company’s $0.001 par value common stock.



On August 20, 2014, a note holder exercised
their right to convert $3,700 in principal into 3,700,000 shares of the Company’s $0.001 par value common stock.



On August 29, 2014, a note holder exercised
their right to convert $6,000 in principal into 7,142,857 shares of the Company’s $0.001 par value common stock.



On September 10, 2014 a note holder exercised
their right to convert a warrant with a current market value of $12,575, this exercise resulted in the issuance 28,073,409 shares
of the Company’s $0.001 par value common stock.



On September 17, 2014 a note holder exercised
their right to convert $5,100 in principal into 17,000,000 shares of the Company’s $0.001 par value common stock.



On September 22, 2014, a note holder exercised
their right to convert $5,370 in principal into 17,900,000 shares of the Company’s $0.001 par value common stock.



On September 26, 2014, a note holder exercised
their right to convert $5,640 in principal into 18,800,000 shares of the Company’s $0.001 par value common stock.



On September 26, 2014, a note holder exercised
their right to convert ($510,000) in principal into (5,100,000) shares of the Company’s $0.001 par value common stock.



On October 14, 2014, a note holder exercised
their right to convert $5,000 in principal into 50,000,000 shares of the Company’s $0.001 par value common stock.



On October 20, 2014, a note holder exercised
their right to convert $909 in principal into 9,090,909 shares of the Company’s $0.001 par value common stock.



On October 20, 2014, a note holder exercised
their right to convert $13,500 in principal into 19,281,553 shares of the Company’s $0.001 par value common stock.



On October 23, 2014, a note holder exercised
their right to convert $16,000 in principal into 80,000,000 shares of the Company’s $0.001 par value common stock.



On October 24, 2014, a note holder exercised
their right to convert $86,300 in principal into 86,300,000 shares of the Company’s $0.001 par value common stock.



On October 24,
2014, a note holder exercised their right to convert $4,925 in principal into 49,250,000 shares of the Company’s $0.001
par value common stock.



On October 27, 2014, a note holder exercised
their right to convert $4,545 in principal into 45,454,545 shares of the Company’s $0.001 par value common stock.



On October 28, 2014, a note holder exercised
their right to convert $6,000 in principal into 60,000,000 shares of the Company’s $0.001 par value common stock.





F-16







NOTE 9 – SUBSEQUENT
EVENTS (cont'd)



On October 31, 2014, a note holder exercised
their right to convert $6,100 in principal into 61,000,000 shares of the Company’s $0.001 par value common stock.



On November 3, 2014, a note holder exercised
their right to convert $6,050 in principal into 60,500,000 shares of the Company’s $0.001 par value common stock.



On November 4, 2014, a note holder exercised
their right to convert $14,700 in principal into 14,700,000 shares of the Company’s $0.001 par value common stock.



On November 5, 2014, a note holder exercised
their right to convert $13,955 in principal into 13,954,546 shares of the Company’s $0.001 par value common stock.



On November 12, 2014, a note holder exercised
their right to convert $42,762 in principal into 42,761,666 shares of the Company’s $0.001 par value common stock.



On November 24,
2014, a note holder exercised their right to convert $29,283 in principal into 29,282,825 shares of the Company’s $0.001
par value common stock.



NOTE 10 – RESTATEMENT



On March 21, 2014,
in the process of preparing its quarterly report on Form 10-Q for the quarter ended January 31, 2014, the Company’s management
became aware that the Company’s financial statements in the annual report for the year ended July 31, 2012 erroneously did
not give effect to shareholder advances for the payment of accounting fees and improperly treated shares issued for services as
a liability as opposed to equity.  In addition, the Company determined that during the fiscal year ended July 31, 2013,
it had (1) erroneously excluded from the derivative liability valuation a contract entered into late in the fiscal year that allowed
for the settlement of the Company’s financial obligations under the contract in the Company’s common stock, based
upon the price of the Company’s stock at the time of settlement; and, (2) excluded the value of common stock to be issued
for services performed from the financial statements resulting in an understatement of compensation expense.



The following tables summarize the effect
of corrections on the consolidated financial statements as of the year ended July 31, 2013:



|                                               |  | Previously Reported |            |   | Adjustments |   |         | Current Restatement | 
|---------------------------------------------- |  | ------------------- | ---------- | - | ----------- | - | ------- | ------------------- | 
|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’ Deficit          |  |                     |            |   |             |   |         |                     | 
|Liabilities:                                   |  |                     |            |   |             |   |         |                     | 
|Accrued expenses                               |  | $                   | 60,564     |   |             | $ | 16,415  |                     | 
|Convertible notes payable, net                 |  |                     | 270,000    |   |             |   | -       |                     | 
|Derivative liability                           |  |                     | 242,430    |   |             |   | -       |                     | 
|                                               |  |                     |            |   |             |   |         |                     | 
|Total current liabilities                      |  |                     | 572,994    |   |             |   | 16,415  |                     | 
|Total liabilities                              |  |                     | 572,994    |   |             |   | 16,415  |                     | 
|                                               |  |                     |            |   |             |   |         |                     | 
|Stockholders' deficit:                         |  |                     |            |   |             |   |         |                     | 
|Common stock                                   |  |                     | 108,970    |   |             |   | (5,000  | )                   | 
|Stock subscription payable                     |  |                     | 282,220    |   |             |   | (61,381 | )                   | 
|Additional paid in capital                     |  |                     | 1,561,409  |   |             |   | 100,723 |                     | 
|Retained earnings from discontinued operations |  |                     | 6,944      |   |             |   | -       |                     | 
|Accumulated deficit                            |  |                     | (2,322,706 | ) |             |   | (50,777 | )                   | 
|Total stockholders' deficit                    |  |                     | (363,183   | ) |             |   | (16,415 | )                   | 
|                                               |  |                     |            |   |             |   |         |                     | 
|Total liabilities and stockholders' deficit    |  | $                   | 209,811    |   |             | $ | -       |                     | 



F-17







NOTE 10 – RESTATEMENT (cont’d)



Statement of Operations



|                                  |  | Previously Reported |            |   | Adjustments |   |         | Current Restatement | 
|--------------------------------- |  | ------------------- | ---------- | - | ----------- | - | ------- | ------------------- | 
|                                  |  |                     |            |   |             |   |         |                     | 
|Revenues                          |  | $                   | 55,143     |   |             | $ | -       |                     | 
|Cost of goods sold                |  |                     | 36,411     |   |             |   | -       |                     | 
|Gross profit                      |  |                     | 18,732     |   |             |   | -       |                     | 
|                                  |  |                     |            |   |             |   |         |                     | 
|Operating expenses                |  |                     |            |   |             |   |         |                     | 
|General, administrative and other |  |                     | 502,162    |   |             |   | (16,635 | )                   | 
|Marketing                         |  |                     | 982,637    |   |             |   | -       |                     | 
|Product development               |  |                     | 37,077     |   |             |   | -       |                     | 
|Compensation                      |  |                     | 313,007    |   |             |   | 50,997  |                     | 
|                                  |  |                     |            |   |             |   |         |                     | 
|Total Operating Expenses          |  |                     | 1,834,886  |   |             |   | 34,362  |                     | 
|                                  |  |                     |            |   |             |   |         |                     | 
|Other expense                     |  |                     |            |   |             |   |         |                     | 
|Interest expense                  |  |                     | 120,329    |   |             |   | -       |                     | 
|Change in derivative liability    |  |                     | 242,430    |   |             |   | -       |                     | 
|                                  |  |                     |            |   |             |   |         |                     | 
|Loss from continuing operations   |  |                     | (2,178,910 | ) |             |   | (34,362 | )                   | 
|Discontinued operations, net      |  |                     | -          |   |             |   | -       |                     | 
|Net loss                          |  | $                   | (2,178,910 | ) |             | $ | (34,362 | )                   | 
|Net loss per common share         |  | $                   | (0.02      | ) |             | $ | (0.00   | )                   | 



The following
tables summarize the effect of corrections on the consolidated financial statements as of the year ended July 31, 2012:



|                                               |  | Previously Reported |          |   | Adjustments |   |         | Current Restatement | 
|---------------------------------------------- |  | ------------------- | -------- | - | ----------- | - | ------- | ------------------- | 
|Assets                                         |  |                     |          |   |             |   |         |                     | 
|Assets                                         |  | $                   | -        |   |             | $ | -       |                     | 
|Total assets                                   |  | $                   | -        |   |             | $ | -       |                     | 
|Liabilities:                                   |  |                     |          |   |             |   |         |                     | 
|Accrued expenses                               |  | $                   | 4,050    |   |             | $ | 32,830  |                     | 
|Total current liabilities                      |  |                     | 4,050    |   |             |   | 32,830  |                     | 
|Liability for Issuable Common Stock            |  |                     | 61,361   |   |             |   | (61,361 | )                   | 
|Total liabilities                              |  |                     | 65,411   |   |             |   | (28,531 | )                   | 
|                                               |  |                     |          |   |             |   |         |                     | 
|Stockholders' deficit:                         |  |                     |          |   |             |   |         |                     | 
|Common stock                                   |  |                     | 94,150   |   |             |   | -       |                     | 
|Additional paid in capital                     |  |                     | (22,709  | ) |             |   | 44,946  |                     | 
|Retained earnings from discontinued operations |  |                     | 6,944    |   |             |   |         |                     | 
|Accumulated deficit                            |  |                     | (143,796 | ) |             |   | (16,415 | )                   | 
|Total stockholders' deficit                    |  |                     | (65,411  | ) |             |   | (28,531 | )                   | 
|                                               |  |                     |          |   |             |   |         |                     | 
|Total liabilities and stockholders' deficit    |  | $                   | -        |   |             | $ | -       |                     | 





F-18







NOTE 10 – RESTATEMENT (cont’d)



Statement of Operations



|                                  |  | Previously Reported |          |   | Adjustments |   |        | Current Restatement | 
|--------------------------------- |  | ------------------- | -------- | - | ----------- | - | ------ | ------------------- | 
|                                  |  |                     |          |   |             |   |        |                     | 
|Revenue                           |  | $                   | -        |   |             | $ | -      |                     | 
|Operating expenses                |  |                     |          |   |             |   |        |                     | 
|General, administrative and other |  |                     | 49,820   |   |             |   | 16,415 |                     | 
|Marketing                         |  |                     | 5,863    |   |             |   | -      |                     | 
|Product development               |  |                     | 45,413   |   |             |   | -      |                     | 
|Compensation                      |  |                     | 20,000   |   |             |   | -      |                     | 
|Total Operating Expenses          |  |                     | 121,096  |   |             |   | 16,415 |                     | 
|                                  |  |                     |          |   |             |   |        |                     | 
|Loss from continuing operations   |  |                     | (121,096 | ) |             |   | 16,415 |                     | 
|                                  |  |                     |          |   |             |   |        |                     | 
|Discontinued operations, net      |  |                     | (25      | ) |             |   | -      |                     | 
|                                  |  |                     |          |   |             |   |        |                     | 
|Net loss                          |  | $                   | (121,121 | ) |             | $ | 16,415 |                     | 
|                                  |  |                     |          |   |             |   |        |                     | 
|Net loss per common share         |  | $                   | (0.00    | ) |             | $ | (0.00  | )                   | 







F-19