UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Amendment No. 3


To


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





oTRANSITION 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 ofincorporation 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)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x    No   o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   x    No   o





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   o          Accelerated Filer   o          Non-Accelerated Filer   o           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   o     No   x





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













Explanatory Note





The purpose of this Amendment No. 3 to High Performance Beverages Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2013, filed with the Securities and Exchange Commission on December 31, 2013, as amended (the “Form 10-Q”), is solely to correct the check boxes on the cover page of the Form 10-Q to indicate that the Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, which was originally inadvertently and incorrectly checked “No” and to indicate that the Registrant has complied with Rule 405 of Regulation S-T in connection with the filings of the Interactive Data Files for the financial statements contained in the Registrant's Quarterly Reports on Forms 10-Q for the periods ended January 31 and April 30, 2013 on January 31, 2014.





No other changes have been made to the Form 10-Q. This Amendment No. 3 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.




2




Item 6. Exhibits and Reports of Form 8-K





(a)
Exhibits




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




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


3





SIGNATURES





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 McBrideToby McBrideTitle: President and Chief Financial Officer





January 31, 2014