UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended October 31,
2013



 ̈TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________
to _____________



HIGH
PERFORMANCE BEVERAGES COMPANY

(Exact name of small business issuer
as specified in its charter)

|                                                               |  |                          |  |                                     
|-------------------------------------------------------------- |  | ------------------------ |  | ------------------------------------
|Nevada                                                         |  | 333-170393               |  | 27-3566307                          
|(State or other jurisdiction of incorporation or
organization) |  | (Commission file number) |  | (IRS Employer Identification
Number)



5137 E. Armor St., Cave Creek, AZ 85331

(Address
of principal executive office)



602.326.8290

(Issuer’s telephone number)



Check whether the issuer (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90
days.  Yes    x    No   ̈

.

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



Large Accelerated Filer     ̈    Accelerated
Filer     ̈    Non-Accelerated Filer     ̈    Smaller
Reporting Company    x



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

Yes     ̈    No  x



State the number of shares outstanding
of each of the issuer’s classes of common equity as of the latest practicable date: 121,407,603 shares of Common Stock as
of December 30, 2013.











HIGH PERFORMANCE BEVERAGES COMPANY



FORM 10-Q



October 31, 2013



INDEX



|                                                                                              | Page
|--------------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                                |     
|                                                                                              |     
|Item 1.   Consolidated Financial Statements                                                   | 3   
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 11  
|Item 3.    Quantitative and Qualitative Disclosures About Market Risk                         | 14  
|Item 4.    Controls and Procedures                                                            | 14  
|                                                                                              |     
|PART II - OTHER INFORMATION                                                                   |     
|                                                                                              |     
|Item 1.    Legal Proceedings                                                                  | 14  
|Item 1A. Risk Factors                                                                         | 14  
|Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                        | 19  
|Item 3.    Defaults Upon Senior Securities                                                    | 19  
|Item 4.    Mine Safety Disclosures                                                            | 19  
|Item 5.    Other Information                                                                  | 19  
|Item 6.    Exhibits and Reports on Form 8-K                                                   | 19  
|                                                                                              |     
|SIGNATURES                                                                                    | 19  



2







PART I - FINANCIAL INFORMATION

Item 1.Financial statements



HIGH PERFORMANCE BEVERAGES COMPANY

(Formerly Dethrone Royalty Holdings, Inc.)

CONSOLIDATED BALANCE SHEETS

OCTOBER 31, 2013 AND JULY 31, 2013

(Unaudited)



|                                                                                                                                                                             |  | October 31, 2013 |            |   | July 31, 2013 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | - | ------------- | -
|ASSETS                                                                                                                                                                       |  |                  |            |   |               |  
|Current Assets                                                                                                                                                               |  |                  |            |   |               |  
|Cash                                                                                                                                                                         |  | $                | 23,960     |   |               |  
|Accounts receivable, net                                                                                                                                                     |  |                  | -          |   |               |  
|Inventory                                                                                                                                                                    |  |                  | 33,766     |   |               |  
|Deferred loan costs                                                                                                                                                          |  |                  | 26,747     |   |               | $
|Total Current Assets                                                                                                                                                         |  |                  | 84,473     |   |               |  
|TOTAL ASSETS                                                                                                                                                                 |  | $                | 84,473     |   |               | $
|                                                                                                                                                                             |  |                  |            |   |               |  
|LIABILITIES AND STOCKHOLDERS’ (DEFICIT)                                                                                                                                      |  |                  |            |   |               |  
|Current Liabilities                                                                                                                                                          |  |                  |            |   |               |  
|Accrued expenses                                                                                                                                                             |  | $                | 111,467    |   |               | $
|Convertible notes payable, net                                                                                                                                               |  |                  | 230,517    |   |               |  
|Derivative liability                                                                                                                                                         |  |                  | 452,912    |   |               |  
|Total Current  Liabilities                                                                                                                                                   |  |                  | 794,896    |   |               |  
|                                                                                                                                                                             |  |                  |            |   |               |  
|Total Liabilities                                                                                                                                                            |  |                  | 794,896    |   |               |  
|                                                                                                                                                                             |  |                  |            |   |               |  
|Commitments and contingencies (Note 5)                                                                                                                                       |  |                  | -          |   |               |  
|                                                                                                                                                                             |  |                  |            |   |               |  
|Stockholders’ (Deficit)                                                                                                                                                      |  |                  |            |   |               |  
|Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding                                                                              |  |                  | -          |   |               |  
|Common stock: $0.001 par value; 500,000,000 shares authorized;  121,407,603 and 108,970,00 shares issued and outstanding at October 31, 2013 and July 31, 2013, respectively |  |                  | 121,408    |   |               |  
|Stock subscriptions payable                                                                                                                                                  |  |                  | 315,600    |   |               |  
|Additional Paid-in Capital                                                                                                                                                   |  |                  | 2,825,975  |   |               |  
|Retained earnings from discontinued operations                                                                                                                               |  |                  | 6,944      |   |               |  
|Accumulated deficit                                                                                                                                                          |  |                  | (3,980,350 | ) |               |  
|Total Stockholders’ (Deficit)                                                                                                                                                |  |                  | (710,423   | ) |               |  
|                                                                                                                                                                             |  |                  |            |   |               |  
|Total Liabilities and Stockholders’ Deficit                                                                                                                                  |  | $                | 84,473     |   |               | $



See accompanying notes to the consolidated
financial statements.



3







HIGH PERFORMANCE BEVERAGES COMPANY

(Formerly Dethrone Royalty Holdings, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31,
2013 AND 2012



(Unaudited)

|                                                                 |  | 2013 |             |   | 2012 |  
|---------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|                                                                 |  |      |             |   |      |  
|REVENUES                                                         |  | $    | 373         |   |      | $
|COST OF GOOD SOLD                                                |  |      | 1,392       |   |      |  
|                                                                 |  |      |             |   |      |  
|GROSS PROFIT                                                     |  |      | (1,019      | ) |      |  
|                                                                 |  |      |             |   |      |  
|OPERATING EXPENSES                                               |  |      |             |   |      |  
|General and administrative                                       |  |      | 81,607      |   |      |  
|Marketing                                                        |  |      | 10,847      |   |      |  
|Product development                                              |  |      | -           |   |      |  
|Compensation                                                     |  |      | 983,292     |   |      |  
|                                                                 |  |      |             |   |      |  
|TOTAL OPERATING EXPENSES                                         |  |      | 1,075,746   |   |      |  
|                                                                 |  |      |             |   |      |  
|OTHER (INCOME) EXPENSE                                           |  |      |             |   |      |  
|Interest expense                                                 |  |      | 312,192     |   |      |  
|Change in derivative liability                                   |  |      | 210,482     |   |      |  
|Total Other Expenses                                             |  |      | 522,674     |   |      |  
|NET LOSS                                                         |  | $    | (1,599,439  | ) |      | $
|                                                                 |  |      |             |   |      |  
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $    | (0.01       | ) |      | $
|                                                                 |  |      |             |   |      |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |      | 110,706,264 |   |      |  



See accompanying notes to the financial
statements.



4







HIGH PERFORMANCE
BEVERAGE COMPANY

(formerly Dethrone Royalty Holdings, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED OCTOBER 31,
2013 AND 2012



(Unaudited)



|                                                                            |  | 2013 |            |   | 2012 |  
|--------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |      |            |   |      |  
|Net (loss)                                                                  |  | $    | (1,599,439 | ) |      | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |            |   |      |  
|Share-based compensation                                                    |  |      | 957,796    |   |      |  
|Amortization of deferred financing costs                                    |  |      | 148,110    |   |      |  
|Amorization of beneficial conversion feature                                |  |      | 106,923    |   |      |  
|Change in derivative liability                                              |  |      | 210,482    |   |      |  
|Changes in assets and liabilities:                                          |  |      |            |   |      |  
|Inventory                                                                   |  |      | (2,732     | ) |      |  
|Accrued expenses                                                            |  |      | 50,903     |   |      |  
|Cash Flows Provided by (Used in) Operating Activities                       |  |      | (127,960   | ) |      |  
|                                                                            |  |      |            |   |      |  
|CASH FLOWS FROM  INVESTING ACTIVITIES                                       |  |      | -          |   |      |  
|                                                                            |  |      |            |   |      |  
|CASH FLOWS FROM  FINANCING ACTIVITIES                                       |  |      |            |   |      |  
|Proceeds from convertible notes payable                                     |  |      | 148,000    |   |      |  
|Cash Flows Provided by Financing Activities                                 |  |      | 148,000    |   |      |  
|                                                                            |  |      |            |   |      |  
|NET INCREASE  IN CASH                                                       |  |      | 20,040     |   |      |  
|Cash, beginning of period                                                   |  |      | 3,920      |   |      |  
|Cash, end of period                                                         |  | $    | 23,960     |   |      | $
|                                                                            |  |      |            |   |      |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |      |            |   |      |  
|Cash paid for interest                                                      |  | $    | -          |   |      | $
|Cash paid for income taxes                                                  |  | $    | -          |   |      | $
|Conversion of convertible notes payable                                     |  | $    | 17,200     |   |      | $



See accompanying notes to the financial
statements.

5







HIGH PERFORMACE BEVERAGE COMPANY

(formerly Dethrone Royalty Holdings, Inc.)

Notes to the Consolidated Financial Statements

October 31, 2013

(unaudited)



NOTE 1 – BASIS OF PRESENTATION AND
ACCOUTING POLICIES



Interim financial statements



The accompanying unaudited
interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of
the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X.  Accordingly, they do not include
all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial
statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management,
necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily
indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial
statements of the Company for the fiscal year ended July 31, 2013 and notes thereto contained in the Company’s Annual Report
on Form 10-K.



Share-Based Compensation



The Company issues
stock-based compensation awards to contractors, vendors and for marketing purposes. This compensation is generally in the form
of restricted shares of common stock.



The Company measures
and recognizes compensation expense for all stock-based awards based on the awards' fair value which is generally the quoted market
value of common shares on the date that the contract mandating the award issuance is executed. The Company recognizes the expense
on a straight-line basis over the service period of the related contract. However, if shares of common stock are issued as of the
inception of a contract period and the Company does not have the right to recover any of the shares for nonperformance, the entire
expense is recognized at the inception date of the contract.



Basic and Diluted Loss Per Common 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 outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were
no dilutive shares outstanding at October 31, 2013 or 2012.  Issuable common stock is not included in the calculation of basic
or diluted weighted average number of common shares outstanding because including these shares would be antidilutive.



Discontinued Operations



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



Recently Issued Accounting Standards



There were no new
accounting pronouncements that had a significant impact on the Company’s operating results or financial position.



NOTE 2 – GOING CONCERN



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



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



6







NOTE 3 - CONVERTIBLE NOTES PAYABLE



Convertible notes
payable consists of the following:





|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | October 31, |         |  | July 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ------- |  | -------- | -
|Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 2013        |         |  | 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 reflected amortization on the deferred financing costs in the amount of $______ for the nine months ended April 30, 2013, which is reflected in the statement of operations.  On June 20, 2013, the Company and the Third party entered into an Amended and Restated Senior Secured Convertible Promissory Note (the “Amended Note”) which amended certain terms of the Note. Pursuant to the Amended Note, the Company’s repayment of the principal balance of the Amended Note is secured by all the assets of the Company. In addition, the provisions of the Note whereby Mssrs. Holley and McBride pledged 56,250,000 of their shares of common stock of the Company were removed.                                                                                                                                                                                                        |  | $           | 100,000 |  |          | $
|On February 27, 2013,
        the Company entered into a $335,000 convertible loan agreement. The agreement provides for a $35,000 original issue discount. The
        lender, at its discretion, may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of the agreement
        on April 30, 2013. All loans under the agreement are payable in full one year after the funds are issued together with a prorated
        portion of the original issue discount. All amounts outstanding under the agreement become convertible, at the lender’s discretion,
        into shares of the Company’s common stock starting 180 days from the execution date of the agreement. The conversion rate
        per share is the lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice.
        The lender has agreed that it will not execute any short trades and, at no time, will hold more than 4.9% of the Company’s
        outstanding common stock.
        If the Company repays
        all amounts outstanding under the agreement within 90 days of the execution date, there will be no interest amounts due. If it
        does not pay all amounts due within 90 days of the execution date, it cannot make any other prepayments of the amounts outstanding
        without the consent of the lender. In addition, there will be a one-time interest charge of 12% of the amounts outstanding. The
        Company must also register all shares that are issuable under the agreement in any Registration Statement that it files with the
        SEC for any purpose.                                                                                                                                                                                                                                                                                                                                            |  |             | 129,800 |  |          |  
|On April 30, 2013, the Company sold an
        18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures on April
        30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price of the Debenture
        is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior
        to the conversion date.
        Upon an Event of Default (as defined in
        the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated damages and other
        amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s election immediately
        due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days after the occurrence
        of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue
        at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.
        In connection with the sale of the Debenture,
        on April 30, 2013 (the “Initial Exercise Date”) the Company issued the purchaser of the Debenture a warrant to purchase
        3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share (subject to adjustment as provided
        in the debenture). The Warrant is exercisable on a cashless basis (as provided in the Warrant) and as a result there is no assurance
        that any part of the Warrant will be exercised for cash. The warrant terminates three years from the Initial Exercise Date and
        on such date the Warrant shall be automatically exercised via cashless exercise. The fair market value of the warrant was $50,777
        on the date of issuance. |  |             | 50,000  |  |          |  





7







|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. |  |  | 48,000 |  |  |  | - | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | - | 
|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 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.                                                                                                                                                                                                                                                                                                                                                                                          |  |  | 42,500 |  |  |  | - | 
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |        |  |  |  |   | 



8







|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. |  |   | 32,500   |   |  |   | -        | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | - |  | - | -------- | 
|Less:  discounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |   | (399,452 | ) |  |   | (257,237 | 
|Add:  Amortization of discounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |   | 227,1677 |   |  |   | 122,843  | 
|Total convertible notes payable, net of discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | $ | 230,517  |   |  | $ | 135,411  | 



NOTE 4 – DERIVATIVE LIABILITY



The convertible notes payable each 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, 2013, the Company recorded a derivative liability of $235,165 related to
the variable conversion feature of several convertible notes payable and recognized a change in the derivative liability of $7,265.
At July 31, 2013, derivative liability was $242,430. Convertible notes payable issued during the quarter ended October 31, 2013
and changes in volatility and interest rates resulted in an increase in the derivative liability of $214,346. The change in derivative
liability during the three months ended October 31, 2013 was $3,864, resulting in a balance of $452,912 as of October 31, 2013.



NOTE 5 – EQUITY



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



In August, 2013, the Company converted $10,200
in notes payable in exchange for 2,000,000 shares of its common stock in accordance with the note agreement.



In October 2013, the Company converted $5,000
in notes payable in exchange for 5,000,000 the Company’s common stock in accordance with the note agreement.



In October 2013, the Company issued 5,437,603
shares of its common stock in connection with the license agreement with Throwdown Industries Holdings, LLC. The fair market value
of the shares on the date of issuance was $924,393, which was charged to expense as share based compensation during the quarter
ending October 31, 2013.



NOTE 6 – COMMITMENTS AND CONTINGENCIES



In April2012, DB entered
into an exclusive license agreement with Dethrone Royalty, Inc. giving DB the right to use the Dethrone Trademark worldwide in
connection with the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic beverage under
the Trade Name, Dethrone Beverages.



The 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



9







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



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



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



In October 2013, the
License Agreement with Dethrone Royalty, Inc, was terminated.



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



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



|    |  | Time Period:                    |  | Minimum     |              |    | Minimum            |  
|--- |  | ------------------------------- |  | ----------- | ------------ | -- | ------------------ | -
|    |  |                                 |  | 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.



During the term of the 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 License Agreement has an initial term of three (3) years and is automatically extended
for one (1) additional three (3) year period unless either party elects not to extend the term.



In the event the Licensor creates an independent and
formal relationship with one of the Company’s athlete endorsers, the 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 License Agreement upon
thirty (30) days written notice if the other party is in material breach of the License Agreement and fails to cure or take reasonable
steps to cure the breach within the given time period in accordance with the License Agreement. In addition, the Licensor has the
right to terminate the License Agreement immediately upon occurrence of certain events pursuant to the License Agreement.



NOTE 6 - SUBSEQUENT EVENTS



In November 2013, the Company issued 75,000
shares to a consultant for services performed.



Management has evaluated subsequent events
through December 27, 2013, the date which the financial statements were available to be issued.



10







| | Item 2. | NOTE REGARDING FORWARD-LOOKING STATEMENTS
| | ------- | -----------------------------------------



Certain matters discussed
herein are forward-looking statements.  Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties,
including statements as to:





| | · | our future operating results;
| | - | -----------------------------



| | · | our business prospects;
| | - | -----------------------



| | · | any contractual arrangements and relationships with third parties;
| | - | ------------------------------------------------------------------



| | · | the dependence of our future success on the general economy;
| | - | ------------------------------------------------------------



| | · | any possible financings; and
| | - | ----------------------------



| | · | the adequacy of our cash resources and working capital.
| | - | -------------------------------------------------------





These forward-looking
statements can generally be identified as such because the context of the statement will include words such as we “believe,"
“anticipate,” “expect,” “estimate” or words of similar meaning.   Similarly, statements
that describe our future plans, objectives or goals are also forward-looking statements.   Such forward-looking statements
are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause
actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q.   Shareholders,
potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements.   The forward-looking statements included herein
are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.



MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION



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



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



Operations

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



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



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



The 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



11







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



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



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



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



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

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

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

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

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



We began distributing
our product in the first calendar quarter of 2013. Initially, we shipped two flavors of one product and will distribute in California
to convenience stores, gas stations, grocery stores and gyms. We ship product to distributors with net 30 day terms.



Three months ended October 31, 2013

The company began shipping products to
distributors in February 2013. Shipments were insignificant during the quarter ending October 31, 2013 and generated sales of $373.
There were no sales in the quarter ending October 31, 2012.



Cost of good sold during the three months
ended October 31, 2013 were $1,392, which exceeded of sales by $1,019, resulting in a gross profit $(1,019). This was due to the
high cost of the initial product runs due to start up tooling costs and a lack of economies of scale in the manufacturing process.



General and administrative expenses increased
by $28,787, from $53,820 during the three months ended October 31, 2012 to $81,607 during the three months ended October 31, 2013.
The increase was due to higher professional fees for legal and accounting services.



Marketing expense decreased by $32,284,
from $43,131 during the three months ended October 31, 2012 to $10,846 during the three months ended October 31, 2013. The decrease
was due to decreased advertising costs.



Product development costs decreased by
$21,744, from $21,744 during the three months ended October 31, 2012 to zero during the three months ended October 31, 2013. The
decrease was due to the completion of the development of the Company’s initial product formulations and the transition to
marketing and sales.



Compensation increased by $681,292, from
$302,000 during the three months ended October 31, 2012 to $983,292 during the three months ended October 31, 2013. The increase
was due to $676,292 in share based compensation issued in connection with professional athlete endorsement contracts in the current
period and none in the prior year and an increase in cash compensation expense of $5,500.



Other income (expense) increased ($522,674)
during the three months ended October 31, 2013 compared to the three months ended October 31, 2012, when Other income (expense)
was zero. The increase is due to interest expense of $312,192 and the change in derivative liability of $210,482.



During the quarter ending October 31, 2012,
the Company completed the winding down of its discontinued operations and recognized $25 in revenue related to these activities
in the quarter ended October 31, 2012. There was no activity from discontinued operations in the current period.



Net loss for the three months ended October
31, 2013 increased by $1,179,159, from ($420,280) during the three months ended October 31, 2012 to ($1,599,439), primarily due
to share based compensation expense, interest expense and change in derivative liability.



12







Three months ended October 31, 2012



The Company had no revenue or cost of goods
sold during the three months ended October 31, 2012 and 2011.



General and administrative expenses increased
by $40,630, from $12,750 during the three months ended October 31, 2011 to $53,380 during the three months ended October 31, 2012.
The increase was due to higher professional fees for legal and accounting services.



Marketing expense increased by $43,131,
from $0 during the three months ended October 31, 2011 to $43,131 during the three months ended October 31, 2012. The increase
was due to marketing and advertising costs.



Product development costs increased by
$21,744, from $0 during the three months ended October 31, 2011 to 21,744 during the three months ended October 31, 2012. The increase
was due to the cost incurred in development of the Company’s initial product formulations.



Compensation increased by $302,000, from
$0 during the three months ended October 31, 2011 to $302,000 during the three months ended October 31, 2012. The increase was
due to $280,000 in share based compensation issued in connection with professional athlete endorsement contracts in the current
period and none in the prior year and an increase in cash compensation expense of $20,200.



During the quarter ending October 31, 2012,
the Company completed the winding down of its discontinued operations and recognized $25 in revenue related to these activities
in the quarter ended October 31, 2012 compared to $152 in revenue from these operations during the three months ended October 31,
2011.



Net loss for the three months ended October
31, 2012 increased by $420,255, from ($12,598) during the three months ended October 31, 2011 to ($420,280) during the three months
ended October 31, 2012, primarily due to increases in share based compensation expense of $280,000, marketing expense of $43,131,
product development costs of $14,744 and professional fees of 40,630.



Liquidity



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.



Recent 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.



Critical Accounting Policies



The preparation of
financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts
of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.



An accounting policy
is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly
uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the
accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.



Financial Reporting
Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation
of financial statements.  There are no critical policies or decisions that rely on judgments that are based on assumptions
about matters that are highly uncertain at the time the estimate is made.  The financial statements include a summary of the
significant accounting policies and methods used in the preparation of our financial statements.



13







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 3. | 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 as it is a
“smaller reporting company,” as defined by Rule 229.10(f)(1).



| | Item 4. | CONTROLS AND PROCEDURES
| | ------- | -----------------------



Disclosure Controls and Procedures



Our management is
responsible for establishing and maintaining adequate internal control of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of
the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required
to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms relating to our company. The Company's internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.



Our disclosure controls
and procedures includes those policies and procedures that:



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

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

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

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



As of October 31, 2013, our management
conducted an assessment of the effectiveness of the Company's internal control over financial reporting.  In making this assessment,
management followed an approach based on the framework set forth inInternal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”).  Based on this assessment,
management determined that the Company's internal control over financial reporting was not effective to ensure that material information
relating to the Company is recorded, processed, summarized, and reported in a timely manner. In forming this conclusion this officer
considered the fact that we were unable to timely file our Form 10K for the year ended July 31, 2013 as well as our From 10Q for
the quarter ended October 31, 2013. As such we had inherent weakness in our ability to timely file our financial reports with the
SEC.



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



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



PART II - OTHER INFORMATION



| | Item 1. | Legal Proceedings
| | ------- | -----------------



Currently we are not
aware of any litigation pending or threatened by or against the Company.



| | Item 1A. | Risk Factors
| | -------- | ------------



You should be aware
that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with
all of the other information included in this Report, before you decide to invest in shares of our common stock.



14







If any of
the following risks develop into actual events, then our business, financial condition, results of operations and/or prospects
could be materially adversely affected. If that happens, the market price of our common stock, if any, could decline, and investors
may lose all or part of their investment.



Risks Related to the Business



| | 1. | 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 and a stockholders’ deficit at October 31, 2013. Our independent
registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the fiscal years
ended July 31, 2013 and 2012 that states that 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.



| | 2. | 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 s 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.



| | 3. | 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.



| | 4. | Our license agreements with specify minimum levels of sales which must be met. If we lost those License Agreements, our
operations as currently planned are likely to fail
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our License Agreements
with Dethrone Royalty, Inc. and Throwdown specifies minimum levels of sales which, if not attained, gives Dethrone Royalty, Inc.
the licensor the right to terminate the License Agreements.  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 License Agreements. If we lost those License Agreements,
our operations as currently planned are likely to fail.



| | 5. | 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.



15







| | 6. | 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.



| | 7. | 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.



| | 8. | 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 her 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



| | 9. | 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 unissue. 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.



16







| | 10. | 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 will own a significant majority of outstanding shares after the completion of the offering. 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.



| | 11. | 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.



| | 12. | 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.



| | 13. | Currently, there is no established public market for our securities, and there can be no assurances that any established
public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject
to significant price fluctuations.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| | 14. | 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.



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| | 15. | 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 16. | 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.



| | 17. | 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.



| | 18. | 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.



18







| | 19. | 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.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



After the one-year
period following the date on which our registration statement became effective (August 18, 2011), the public 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 our securities involves a high degree of risk.



Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds



None



Item 3. Defaults Upon Senior Securities



None



Item 4. Mine Safety Disclosures



None



Item 5. Other Information



None



Item 6. Exhibits and Reports of Form 8-K



(a)

Exhibits



31.1Certifications pursuant to Section 302
of Sarbanes Oxley Act of 2002

32.1Certifications pursuant to Section 906
of Sarbanes Oxley Act of 2002



Pursuant to the requirements 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 BEVERAGE COMPANY           
| | --------------------------------------------
| | (Registrant)                                
| |                                             
| | /s/ Toby McBride                            
| | Toby McBride                                
| | Title: President and Chief Financial Officer



December 31, 2013



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