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 April 30,
2013



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



For the transition period from ___________
to _____________



DETHRONE ROYALTY HOLDINGS, INC.

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



|Nevada                            |  | 000-54973                |  | 27-3566307            
|--------------------------------- |  | ------------------------ |  | ----------------------
|(State or other jurisdiction      |  | (Commission file number) |  | (IRS Employer         
|of incorporation or organization) |  |                          |  | 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   |  ̈ (Do not check if a smaller reporting
    company) | Smaller reporting company | x



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



Yes  ̈. No x.



State the number of shares outstanding of each of the issuer’s
classes of common equity as of the latest practicable date: 105,050,415 shares of Common Stock as of April 30, 2013.











DETHRONE ROYALTY HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

APRIL 30, 2013 AND JULY 31, 2012

(Unaudited)



|                                                                                                                         |  | April 30, 2013 |            |   | July 31, 2012 |  
|------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | - | ------------- | -
|ASSETS                                                                                                                   |  |                |            |   |               |  
|Current Assets                                                                                                           |  |                |            |   |               |  
|Cash                                                                                                                     |  | $              | 39,015     |   |               | $
|Accounts receivable                                                                                                      |  |                | 37,042     |   |               |  
|Inventory                                                                                                                |  |                | 26,587     |   |               |  
|Deferred loan costs                                                                                                      |  |                | 176,042    |   |               |  
|Total Current Assets                                                                                                     |  |                | 278,686    |   |               |  
|                                                                                                                         |  |                |            |   |               |  
|Total Assets                                                                                                             |  | $              | 278,686    |   |               | $
|                                                                                                                         |  |                |            |   |               |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                                                           |  |                |            |   |               |  
|Current Liabilities                                                                                                      |  |                |            |   |               |  
|Accrued expenses                                                                                                         |  | $              | 30,029     |   |               | $
|Senior secured convertible note payable                                                                                  |  |                | 216,500    |   |               |  
|                                                                                                                         |  |                |            |   |               |  
|Total Current  Liabilities                                                                                               |  |                | 246,529    |   |               |  
|                                                                                                                         |  |                |            |   |               |  
|Total Liabilities                                                                                                        |  |                | 246,529    |   |               |  
|                                                                                                                         |  |                |            |   |               |  
|Commitments and contingencies (Note 5)                                                                                   |  |                | -          |   |               |  
|                                                                                                                         |  |                |            |   |               |  
|Stockholders’ Equity (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;  105,050,415 and 94,760,415 shares issued and outstanding |  |                | 105,050    |   |               |  
|Additional paid-in capital                                                                                               |  |                | 1,485,002  |   |               |  
|Retained earnings from discontinued operations                                                                           |  |                | 6,944      |   |               |  
|Accumulated deficit                                                                                                      |  |                | (1,564,839 | ) |               |  
|Total Stockholders’ Equity (Deficit)                                                                                     |  |                | 32,157     |   |               |  
|                                                                                                                         |  |                |            |   |               |  
|Total Liabilities and Stockholders’ Equity (Deficit)                                                                     |  | $              | 278,686    |   |               | $



See accompanying notes to the consolidated
financial statement



2







DETHRONE ROYALTY HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED APRIL 30,
2013 AND 2012

(Unaudited)



|                                                                 |  | 2013 |            |   | 2012 |  
|---------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                                                 |  |      |            |   |      |  
|REVENUES                                                         |  | $    | 43,303     |   |      | $
|COST OF GOODS SOLD                                               |  |      | 35,499     |   |      |  
|GROSS PROFIT                                                     |  |      | 7,804      |   |      |  
|                                                                 |  |      |            |   |      |  
|OPERATING EXPENSES                                               |  |      | 799,657    |   |      |  
|                                                                 |  |      |            |   |      |  
|OTHER INCOME (EXPENSE)                                           |  |      |            |   |      |  
|Consulting income                                                |  |      | 9,980      |   |      |  
|Interest expense and finance costs                               |  |      | (113,333   | ) |      |  
|                                                                 |  |      |            |   |      |  
|LOSS FROM CONTINUING OPERATIONS                                  |  |      | (895,206   | ) |      |  
|                                                                 |  |      |            |   |      |  
|DISCONTINUED OPERATION - net                                     |  |      | -          |   |      |  
|                                                                 |  |      |            |   |      |  
|NET LOSS                                                         |  | $    | (895,206   | ) |      | $
|                                                                 |  |      |            |   |      |  
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $    | (0.00      | ) |      | $
|                                                                 |  |      |            |   |      |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |      | 99,704,235 |   |      |  



See accompanying notes to the financial
statements



3







DETHRONE ROYALTY HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED APRIL 30, 2013
AND 2012

(Unaudited)



|                                                                 |  | 2013 |            |   | 2012 |  
|---------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                                                 |  |      |            |   |      |  
|REVENUES                                                         |  | $    | 43,303     |   |      | $
|COST OF GOODS SOLD                                               |  |      | 35,499     |   |      |  
|GROSS PROFIT                                                     |  |      | 7,804      |   |      |  
|                                                                 |  |      |            |   |      |  
|OPERATING EXPENSES                                               |  |      | 1,1280,702 |   |      |  
|                                                                 |  |      |            |   |      |  
|OTHER INCOME (EXPENSE)                                           |  |      |            |   |      |  
|Consulting Income                                                |  |      | 9,980      |   |      |  
|Interest expense and finance costs                               |  |      | (158,125   | ) |      |  
|                                                                 |  |      |            |   |      |  
|LOSS FROM CONTINUING OPERATIONS                                  |  |      | (1,421,043 | ) |      |  
|                                                                 |  |      |            |   |      |  
|DISCONTINUED OPERATION - net                                     |  |      | -          |   |      |  
|                                                                 |  |      |            |   |      |  
|NET LOSS                                                         |  | $    | (1,421,043 | ) |      | $
|                                                                 |  |      |            |   |      |  
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $    | (0.01      | ) |      | $
|                                                                 |  |      |            |   |      |  
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |      | 96,920,252 |   |      |  





See accompanying notes to the financial
statements



4







DETHRONE ROYALTY
HOLDINGS, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2013
AND 2012

2013



(Unaudited)





|                                                                            |  | 2013 |            |   | 2012 |  
|--------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |      |            |   |      |  
|Net (loss)                                                                  |  | $    | (1,421,043 | ) |      | $
|Amortization of deferred financing costs                                    |  |      | 148,958    |   |      |  
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |            |   |      |  
|Share based compensation                                                    |  |      | 1,005,250  |   |      |  
|Changes in assets and liabilities:                                          |  |      |            |   |      |  
|Increase in accounts receivable                                             |  |      | (37,042    | ) |      |  
|Increase in prepaid expenses and inventory                                  |  |      | (26,587    | ) |      |  
|Increase in accrued expenses                                                |  |      | 25,979     |   |      |  
|                                                                            |  |      |            |   |      |  
|Cash used in Operating Activities                                           |  |      | (304,485   | ) |      |  
|                                                                            |  |      |            |   |      |  
|CASH FLOWS FROM  INVESTING ACTIVITIES                                       |  |      | -          |   |      |  
|                                                                            |  |      |            |   |      |  
|CASH FLOWS FROM  FINANCING ACTIVITIES                                       |  |      |            |   |      |  
|Loan proceeds                                                               |  |      | 216,500    |   |      |  
|Sale of shares                                                              |  |      | 127,000    |   |      |  
|Retirement of shares                                                        |  |      | -          |   |      |  
|Cash provided by (used In) financing activities                             |  |      | 343,500    |   |      |  
|                                                                            |  |      |            |   |      |  
|NET INCREASE (DECREASE)  IN CASH                                            |  |      | 39,015     |   |      |  
|Cash, beginning of period                                                   |  |      | -          |   |      |  
|                                                                            |  |      |            |   |      |  
|Cash, end of period                                                         |  | $    | 39,015     |   |      |  
|                                                                            |  |      |            |   |      |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                         |  |      |            |   |      |  
|Cash paid for interest                                                      |  | $    | 5,000      |   |      | $
|Cash paid for income taxes                                                  |  | $    | -          |   |      | $
|Financing activities                                                        |  |      |            |   |      |  
|Shares issued for loan origination costs                                    |  | $    | 325,000    |   |      | $





See accompanying notes to the financial
statements



5







DETHRONE ROYALTY HOLDINGS, INC.

(A Development Stage
Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY
(DEFICIT)

FOR THE PERIOD FROM INCEPTION (FEBRUARY
28, 1997) THROUGH APRIL 30, 2013

(Unaudited)



|                                                |  | Common Stock |             |  | Common Stock Amount |   |         | Additional Paid-in Capital |  |   | Retained Earnings from Discontinued Operations |  |  | Accumulated Deficit |       |  | Total |  
|----------------------------------------------- |  | ------------ | ----------- |  | ------------------- | - | ------- | -------------------------- |  | - | ---------------------------------------------- |  |  | ------------------- | ----- |  | ----- | -
|Balance, July 31, 2012                          |  |              | 94,760,415  |  |                     |   | 94,760  |                            |  |   | 38,042                                         |  |  |                     | 6,944 |  |       |  
|Issuance of shares                              |  |              | 5,290,000   |  |                     |   | 5,290   |                            |  |   | 638,210                                        |  |  |                     | -     |  |       |  
|Common shares issued for services February 2013 |  |              | 5,000,000   |  |                     |   | 5,000   |                            |  |   | 688,750                                        |  |  |                     | -     |  |       |  
|Net loss                                        |  |              | -           |  |                     |   | -       |                            |  |   | -                                              |  |  |                     | -     |  |       |  
|Balance, April 30, 2013                         |  |              | 105,050,415 |  |                     | $ | 105,050 |                            |  | $ | 1,365,002                                      |  |  | $                   | 6,944 |  |       | $



See accompanying notes to the financial statements.



6







DETHRONE ROYALTY
HOLDINGS, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2013 and 2012

(Unaudited)



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING
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 (the “SEC”) 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, 2012 and notes thereto contained in the Company’s
Annual Report on Form 10-K.



Revenue Recognition



We recognize revenue
in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, “Revenue Recognition.” Revenue for our products is
most often recognized upon delivery of the products to the customer, but in no case prior to when the risk of loss and other risks
and rewards of ownership are transferred. Net revenues reflect gross revenues less sales discounts, customer rebates, sales incentives,
and product returns. In accordance with accounting standards for consideration given by a vendor to a customer (including a reseller
of the vendor's products), we record reserves for customer rebates, typically based upon projected customer volumes. In addition,
in connection with obtaining long-term supply agreements from our funeral home customers, we may offer sales incentives in the
form of custom showrooms and fixtures. Costs associated with these sales incentives are amortized over the term of the related
agreement, typically 3 to 5 years. Our sales terms generally offer customers various rights of return. We record reserves for estimated
product returns in accordance with the standards for revenue recognition when a right of return exists.



Inventories



Inventories are stated
at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. Inventories are acquired
from a contract manufacturer and are, therefore, all finished goods.



7







Loan Costs



The Company adopted
the provisions of FASB ASC 310-20-25, Loan Origination Fees and Direct Loan Origination Costs, and defers direct costs incurred
to originate a loan. Deferred loans costs are amortized on a straight-line basis because of the short term nature of the related
debt.



Share-Based Compensation



The Company follows
the provisions of FASB ASC 505-50, Equity Based Payments to Non-employees, which requires all stock-based payments to service
providers, including grants of employee stock options, to be recognized in the financial statements based on their fair values
on the date of grant



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 FASB ASC260-10-45. 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 April 30, 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 FASB ASC 205-20, Presentation of Financial Statements-Discontinued Operations, the Company reported the results of
itscommercial cleaning servicesas 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.



8







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 preparedassuming that the Company will continue as a going concern.
As reflected in the accompanying financial statements, the Company had recurring losses and an accumulated deficit amount to$1,365,002
through April 30, 2013 and had no committed source of debt or equity financing. These factors raise substantial doubt as to the
Company’s ability to continue as a going concern.



While the Company is emphasizing
a new product lineinvolving the manufacture and sale of sports performance or energy drinks along with any other non-alcoholic
beverage under the trade name, Dethrone Beverages, 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.



NOTE 3 – CONVERTIBLE NOTES PAYABLE



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. The Company reflected expense in the amount of $120,000 in connection
with this transfer. 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 an initial deferred loan cost in the amount of $325,000
in connection with the issuance of the 2,500,000 shares. This loan cost is being amortized to interest expense over the term of
the loan or twelve months. The company reflected amortization of deferred loan costs in the amount of $121,875 for the nine months
ended April 30, 2013, which is reflected in the statement of operations as a financing cost in the form of interest expense.



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.





At any time after the date of issuance and until the Amended
Note is no longer outstanding, the Amended Note shall be convertible, in whole or in part into shares of the Company’s common
stock (each a “Conversion Share”) at the rate of $0.001 per share for a maximum of 100 Million shares of the Company’s
common stock (subject to adjustments), at any time and at the option of the Holder.



The Amended Note will be Senior to all notes, debentures and
any loan entered into by the Company for the term of the Amended Note until the Amended Note is repaid in full.



The Company may, only with the prior consent of the Holder,
pre-pay the Amended Note within 180 days by paying 115% of the Principal due plus all accrued interest. From day 181 to 365 the
Amended Note can be pre-paid by paying 100% of the Amended Note plus all accrued interest.



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





9







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.



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 $0.03 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.



Subsequent to the end
of the quarter, the $60,000 advance on the convertible debenture was paid in full.



NOTE 4 – SHARE CAPITAL



In August 2012, the
Company raised $12,000 for 120,000 restricted shares of common stock, and $100,000 for 670,000 restricted shares of common stock.
The stock certificate for these shares was issued in November 2012.



10







On November 15, 2012,
the Company issued 2,500,000 shares of restricted common stock in connection with the issuance of the convertible note referred
to in Note 3 in the amount of $100,000.



In January 2013 the
Company received an investment of $15,000 for 300,000 restricted shares.



During the nine months
ended April 30, 2013, the Company entered into three-year endorsement agreements with four sports figures who have agreed to endorse
the Company and its products for an aggregate of 3,500,000 restricted shares of the Company’s common stock plus an additional
1,800,000 contingent restricted shares based on certain performance criteria. The Company has recorded an aggregate Marketing Expense
of $188,000 relating to the shares that are issuable for Year One of each of the agreements. The Company evaluated these awards
under FASB ASC 505-50 and determined that awards dependent upon performance conditions should be recognized as expense as the performance
conditions are met.



Sponsorship of Texas versus The Nation
football game



On January 4, 2013
the Company entered into an agreement to be the 2013 Title Sponsor of Texas vs. The Nation which was held on February 2, 2013 at
Eagle Stadium in Allen, Texas. In consideration for its sponsorship, the Company has given Overtime Marketing SE, LLC the right
to purchase 5,000,000 restricted shares of its common stock at a price per share equal to 125% of par value ($.001) to be paid
in US currency at time of acquisition. The shares will be made available for sale upon the following schedule:



| | · | 1,250,000 shares at the time of execution of the formal
Sponsorship Contract;
| | - | -----------------------------------------------------------------------------



| | · | 1,250,000 shares 180 days after execution of Sponsorship Contract;
| | - | ------------------------------------------------------------------



| | · | 1,250,000 shares 360 days after execution of Sponsorship Contract; and
| | - | ----------------------------------------------------------------------



| | · | 1,250,000 shares 540 days after execution of Sponsorship Contract.
| | - | ------------------------------------------------------------------



The Company recorded
an expense equal to all the shares covered by the Sponsorship Contract based on the price of Company shares on the date the Company
entered into the agreement which resulted in a recorded expense of approximately $693,750 for the nine months ended April 30, 2013.



NOTE 5 – COMMITMENTS
AND CONTINGENCIES



In April 2012, Dethrone
Beverage, Inc. (“DB”) entered into an exclusive license agreement with Dethrone Royalty Holdings, 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.



11







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



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 Holdings, Inc. also requires DB to maintain various liability insurance coverage.



NOTE 6 - SUBSEQUENT EVENTS



In accordance with
ASC 855, Subsequent Events, the Company has evaluated subsequent events from May 1, 2013 through June 21, 2013, the date
of issuance of the financial statements and has determined that it does not have any material subsequent events to disclose other
than the matters disclosed below.



As noted in note 3,
subsequent to the end of the quarter the $60,000 advance on the convertible note which was advanced on April 30, 2013 was repaid
in full within the 90 days specified in the agreement through which no interest would be due.



In February 2013, the
Company entered into three-year endorsement agreements with two sports figures who have agreed to endorse the Company and its products
for an aggregate of 1,027,500 restricted shares of the Company’s common stock plus an additional 607,500 contingent restricted
shares based on certain performance criteria. The Company will record marketing expenses of about $15,000 in February 2013 in connection
with these contracts.



12







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, 2012 and 2011
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



13







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.
| | - | -----------------------------------



Spinoff and Related Matters



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



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



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



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



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



14







Current Status



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



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



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



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



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



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



We have also entered into contracts with
several professional sports personalities (Jonathan Quick, Aldon Smith Haloti Nagata and Taj Gibson) to represent us by endorsing
our products. All contracts cover three years and require us to issue an aggregate of 3,500,000 restricted shares of common stock
over the lives of the contracts plus up to an additional 1,800,000 contingent shares based on performance criteria. We have recorded
an aggregate Marketing Expense of $188,000 relating to the shares that are issuable for Year One of each of the agreements.



The Company is also negotiating an agreement
with the agent who introduced the sports figures to the Company and may issue an additional 750,000 restricted shares of common
stock to that agent and has letters of intent with additional sports figures (Pablo Sandavol, Matt Mulson, Kevin Shattenberg and
Mike Goldberg) for endorsement agreements. There are no assurances that agreements described in letters of intent will result in
executed contracts.



Nine Months Ended April 30, 2013 compared with Nine Months
Ended April 30, 2012



|                                   |  | 2013 |            |   | 2012 |  
|---------------------------------- |  | ---- | ---------- | - | ---- | -
|                                   |  |      |            |   |      |  
|REVENUES                           |  | $    | 43,303     |   |      | $
|COST OF GOODS SOLD                 |  |      | 35,499     |   |      |  
|GROSS PROFIT                       |  |      | 7,804      |   |      |  
|                                   |  |      |            |   |      |  
|OPERATING EXPENSES                 |  |      | 1,280,702  |   |      |  
|                                   |  |      |            |   |      |  
|OTHER INCOME (EXPENSE)             |  |      |            |   |      |  
|Consulting Income                  |  |      | 9,980      |   |      |  
|Interest expense and finance costs |  |      | (158,125   | ) |      |  
|                                   |  |      |            |   |      |  
|LOSS FROM CONTINUING OPERATIONS    |  |      | (1,421,043 | ) |      |  



15







Revenue



Revenue increased
by $43,303 for the nine months ended April 30, 2013, compared to $0 for the nine months ended April 30, 2012.  This increase
in revenues was the result of the company commencing substantive operatiosn.



Operating Expenses



Operating expense
increased by $1,258,863 to $1,280,702 for the nine months ended April 30, 2013, compared to $21,839 for the nine months ended April
30, 2012. This decrease in G&A expenses was primarily due to the commencement of substantive operations and share based compensation.



Marketing – for the nine months ended April
30, 2013 includes $188,000 relating to the shares that are issuable for Year One of each of the agreements with the four athletes
who have agreed to endorse our products.



Compensation – all compensation has been paid
to Messrs. McBride and Holley.



Interest expense and finance costs consist of $148,958 of amortization
of deferred loan costs in connection with the issuance of the 2,500,000 shares associated with receiving a loan for $100,000 and
interest of $4,167 on that loan.



Liquidity



Private capital has been sought from former
business associates of our two officers or private investors referred to us by those business associates.



On May 4, 2012, the Company sold 400,000
newly-issued restricted shares of common stock for $50,000 ($0.125 per share).



In August 2012, the Company raised $12,000
for 120,000 restricted shares of common stock, and $100,000 for 670,000 restricted shares of common stock.  The stock certificate
for these shares was issued in November 2012.



On November 15, 2012, the Company entered into a Senior Secured
Promissory Note (the “Note”) with an unaffiliated party (the “Third Party”) under which the Company received
a one-year loan with a principal balance of $100,000. The loan bears interest at 20% per annum with interest payments due quarterly.
In addition, the Company issued 2,500,000 shares of restricted common stock to the lender and Messrs. Holley and McBride pledged
their 56,250,000 shares of the Company’s common stock as collateral. 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 $.001 per share (or up to 100 million shares).
If a default occurs, the lender will have the ability of becoming the controlling shareholder of the Company. The Company recorded
a deferred loan cost in the amount of $325,000 in connection with the issuance of the 2,500,000 shares and has reflected amortization
of those costs in the form of interest expense in the amount of $148,958 for the nine months ended April 30, 2013. 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.





At any time after the date of issuance and until the Amended
Note is no longer outstanding, the Amended Note shall be convertible, in whole or in part into shares of the Company’s common
stock (each a “Conversion Share”) at the rate of $0.001 per share for a maximum of 100 Million shares of the Company’s
common stock (subject to adjustments), at any time and at the option of the Holder.



The Amended Note will be Senior to all notes, debentures and
any loan entered into by the Company for the term of the Amended Note until the Amended Note is repaid in full.



The Company may, only with the prior consent of the Holder,
pre-pay the Amended Note within 180 days by paying 115% of the Principal due plus all accrued interest. From day 181 to 365 the
Amended Note can be pre-paid by paying 100% of the Amended Note plus all accrued interest.



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



Convertible Notes



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.



16







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.



The Company is negotiating with other potential
funding sources, the proceeds from which, if received, would repay all amounts due under this agreement within 90 days of the execution
date. If all amounts are repaid within the 90 day period, the agreement will be considered terminated and all convertibility features
would no longer exist.



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 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.



This convertible debenture was repaid subsequent
to the end of the quarter.



We will continue to seek financing for working
capital 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.



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.



17







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 are controls
and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company
in its periodic reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be
disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal
Executive Officer, as appropriate to allow timely decisions regarding required disclosure.



Evaluation of disclosure and controls and procedures.



Our Principal Executive Officer and Principal Financial Officer
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based
on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and
procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed
by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and (ii) accumulated and communicated to our Principal Executive Officer and Principal Financial
Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however,
that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected.



Changes in internal controls over financial reporting.



There were no changes in the Company's internal
controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.



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.



18







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.



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



DRH 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.



DRH has virtually no financial resources.
We have negative working capital and a stockholders’ deficit at January 31, 2013. Our independent registered auditors included
an explanatory paragraph in their opinion on our financial statements as of and for the fiscal year ended July 31, 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.



DRH i s 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.



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



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



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



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



19







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



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



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



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



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



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



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



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



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



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

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

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



20







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



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



We have only two directors, who are also
our principal executive officers. Accordingly, we cannot establish board committees comprised of independent members to oversee
functions like compensation or audit issues. In addition, a tie vote of board members is decided in favor of the chairman, which
gives 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



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



We have no committed source of financing.
Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority,
without action or vote of the shareholders, to issue all or part of the authorized but unissued restricted shares. In addition,
if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly
at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders may further
dilute common stock book value, and that dilution may be material.



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



Messrs. McBride and Holley 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.



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.



21







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



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



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



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



We have been granted a trading symbol (DRHC).
However, there is and there has never been an established trading market for our common stock..



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.



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



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



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



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



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

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

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

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



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| | · | 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



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



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



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



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



23







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.



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



In August 2012, the Company raised $12,000
for 120,000 restricted shares of common stock, and $100,000 for 670,000 restricted shares of common stock. The stock certificate
for these shares was issued in November 2012.



On November 15, 2012, the Company entered
into a Senior Secured Promissory Note (the “Note”) with an unaffiliated party (the “Third Party”) under
which the Company received a one-year loan with a principal balance of $100,000. The loan bears interest at 20% per annum with
interest payments due quarterly. In addition, the Company issued 2,500,000 shares of restricted common stock to the lender and
Messrs. Holley and McBride pledged their 56,250,000 shares of the Company’s common stock as collateral. 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 $.001 per
share (or up to 100 million shares). If a default occurs, the lender will have the ability of becoming the controlling shareholder
of the Company. The Company recorded an expense of $325,000 in connection with the issuance of the 2,500,000 shares.



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.





At any time after the date of issuance and until the Amended
Note is no longer outstanding, the Amended Note shall be convertible, in whole or in part into shares of the Company’s common
stock (each a “Conversion Share”) at the rate of $0.001 per share for a maximum of 100 Million shares of the Company’s
common stock (subject to adjustments), at any time and at the option of the Holder.



The Amended Note will be Senior to all notes, debentures and
any loan entered into by the Company for the term of the Amended Note until the Amended Note is repaid in full.



The Company may, only with the prior consent of the Holder,
pre-pay the Amended Note within 180 days by paying 115% of the Principal due plus all accrued interest. From day 181 to 365 the
Amended Note can be pre-paid by paying 100% of the Amended Note plus all accrued interest.



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



All proceeds were used for working capital
purposes.



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



10.1  Form of Amended and
Restated Senior Secured Convertible Promissory Note

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



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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.



|DETHRONE ROYALTY HOLDINGS, INC.             
|--------------------------------------------
|(Registrant)                                
|                                            
|/s/ Toby McBride                            
|Toby McBride                                
|Title: President and Chief Financial Officer
|                                            
|                                            
|June 25, 2013                               



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