UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended October 31, 2014
☐ TRANSITION REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
For
the transition period from ___________ to _____________
HIGH
PERFORMANCE BEVERAGES COMPANY
(Exact
name of small business issuer as specified in its charter)
Nevada |
|
333-170393 |
|
27-3566307 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
file number) |
|
(IRS
Employer
Identification Number) |
5137
E. Armor St., Cave Creek, AZ 85331
(Address
of principal executive office)
602.326.8290
(Issuer’s
telephone number)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding
12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2
of the Exchange Act (Check one):
Large
Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated
Filer ☐ Smaller Reporting Company ☒ .
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes
☐ No ☒.
State
the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: 2,127,790,297
shares of Common Stock as of February 19, 2014.
HIGH
PERFORMANCE BEVERAGES COMPANY
FORM
10-Q
October
31, 2014
INDEX
|
|
|
Page |
PART
I - |
|
FINANCIAL
INFORMATION |
|
|
|
|
|
Item
1. |
|
Consolidated Financial Statements
|
3 |
Item
2. |
|
Management's
Discussion and Analysis of Financial Condition and Results of Operations |
18 |
Item
3. |
|
Quantitative
and Qualitative Disclosures About Market Risk |
21 |
Item
4. |
|
Controls
and Procedures |
21 |
|
|
|
|
PART
II - |
|
OTHER
INFORMATION |
|
|
|
|
|
Item
1. |
|
Legal
Proceedings |
22 |
Item
1A. |
|
Risk
Factors |
22 |
Item
2. |
|
Unregistered
Sales of Equity Securities and Use of Proceeds |
22 |
Item
3. |
|
Defaults
Upon Senior Securities |
23 |
Item
4. |
|
Mine
Safety Disclosures |
23 |
Item
5. |
|
Other
Information |
23 |
Item
6. |
|
Exhibits
and Reports on Form 8-K |
24 |
|
|
|
|
SIGNATURES |
24 |
PART
I - FINANCIAL INFORMATION
Item
1. Financial statements
HIGH
PERFORMANCE BEVERAGES COMPANY
CONSOLIDATED BALANCE
SHEETS
October
31, 2014 AND JULY 31, 2014
(Unaudited)
| |
October 31,
2014 | | |
July 31,
2014 | |
ASSETS | |
| | |
| |
Current Assets | |
| | |
| |
Cash | |
$ | 282,531 | | |
$ | 10,485 | |
Prepaid Expense | |
| - | | |
| 27,000 | |
| |
| | | |
| | |
Total Current Assets | |
| 282,531 | | |
| 37,485 | |
| |
| | | |
| | |
Total Assets | |
$ | 282,531 | | |
$ | 37,485 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY DEFICIT | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accrued expenses | |
$ | 284,256 | | |
$ | 212,216 | |
Note payable | |
| 6,900 | | |
| 6,900 | |
Senior convertible notes payable, net | |
| 1,559,694 | | |
| 993,385 | |
Derivative liability | |
| 1,535,010 | | |
| 1,189,287 | |
Total Current Liabilities | |
| 3,385,860 | | |
| 2,401,788 | |
| |
| | | |
| | |
Total Liabilities | |
| 3,385,860 | | |
| 2,401,788 | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred stock: $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding | |
| - | | |
| - | |
Common stock:
$0.001 par value; 2,500,000,000 shares authorized; 1,966,591,260 and 476,910,212 shares issued and outstanding | |
| 1,966,592 | | |
| 476,911 | |
Stock subscriptions payable | |
| 222,866 | | |
| 220,286 | |
Additional paid-in capital | |
| 2,720,603 | | |
| 3,084,011 | |
Accumulated deficit | |
| (8,013,390 | ) | |
| (6,145,511 | ) |
Total Stockholders’ Deficit | |
| (3,103,329 | ) | |
| (2,364,303 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Deficit | |
$ | 282,531 | | |
$ | 37,485 | |
See
accompanying notes to the consolidated financial statements.
HIGH
PERFORMANCE BEVERAGES COMPANY
CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR
THE THREE MONTHS ENDED OCTOBER 31, 2014 AND 2013
(Unaudited)
| |
2014 | | |
2013 | |
| |
| | |
| |
REVENUES | |
$ | - | | |
$ | 373 | |
COST OF GOODS SOLD | |
| - | | |
| 1,392 | |
| |
| | | |
| | |
GROSS PROFIT | |
| - | | |
| (1,019 | ) |
| |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | |
General and administrative | |
| 147,144 | | |
| 77,610 | |
Marketing | |
| 56,221 | | |
| 10,846 | |
Compensation | |
| 327,520 | | |
| 983,292 | |
| |
| | | |
| | |
TOTAL OPERATING EXPENSES | |
| 530,885 | | |
| 1,071,748 | |
| |
| | | |
| | |
OTHER EXPENSES | |
| | | |
| | |
Interest expense | |
| 175,685 | | |
| 209,268 | |
Derivatives expense | |
| 1,161,310 | | |
| 898,067 | |
Total Other Expenses | |
| 1,336,995 | | |
| 1,107,335 | |
NET LOSS | |
$ | (1,867,879 | ) | |
$ | (2,180,102 | ) |
| |
| | | |
| | |
NET LOSS PER SHARE: BASIC AND DILUTED | |
$ | (0.00 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | |
| 1,101,587,315 | | |
| 105,706,264 | |
See
accompanying notes to the financial statements.
HIGH
PERFORMANCE BEVERAGES COMPANY
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR
THE PERIOD FROM JULY 31, 2014 THROUGH OCTOBER 31, 2014
(Unaudited)
| |
Common Stock | | |
Common Stock Amount | | |
Additional Paid-in Capital | | |
Stock Subscriptions Payable | | |
Accumulated Deficit | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance, July 31, 2014 | |
| 476,910,212 | | |
$ | 476,911 | | |
$ | 3,084,011 | | |
$ | 220,286 | | |
$ | (6,145,511 | ) | |
$ | (2,364,303 | ) |
Issuance of shares for services rendered | |
| 5,000,000 | | |
| 5,000 | | |
| 17,620 | | |
| (7,006 | ) | |
| - | | |
| 15,614 | |
Warrant exercises | |
| 173,574,318 | | |
| 173,574 | | |
| (173,574 | ) | |
| - | | |
| - | | |
| - | |
Conversion of convertible notes payable | |
| 1,311,106,730 | | |
| 1,311,107 | | |
| (1,023,041 | ) | |
| 9,586 | | |
| - | | |
| 297,651 | |
Derivative liability conversion | |
| | | |
| | | |
| 815,587 | | |
| - | | |
| - | | |
| 815,587 | |
Net Income | |
| - | | |
| - | | |
| - | | |
| | | |
| (1,867,879 | ) | |
| (1,867,879 | ) |
Balance, October 31, 2014 | |
| 1,966,591,260 | | |
$ | 1,966,592 | | |
$ | 2,720,603 | | |
$ | 222,866 | | |
$ | (8,013,390 | ) | |
$ | (3,103,329 | ) |
See
accompanying notes to the financial statements.
HIGH
PERFORMANCE BEVERAGE COMPANY
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE THREE MONTHS ENDED OCTOBER 31, 2014 AND 2013
(Unaudited)
| |
2014 | | |
2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net loss | |
$ | (1,867,879 | ) | |
$ | (2,180,102 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Share-based compensation | |
| 28,769 | | |
| 957,796 | |
Amortization of deferred financing costs | |
| - | | |
| 148,110 | |
Amortization of debt discount | |
| 44,615 | | |
| - | |
Change in derivative liability | |
| 1,161,310 | | |
| 898,067 | |
Penalty interest expense | |
| 76,729 | | |
| - | |
Changes in: | |
| | | |
| | |
Inventory | |
| - | | |
| (2,732 | ) |
Accrued expenses | |
| 110,502 | | |
| 50,905 | |
Cash Flows Used in Operating Activities | |
| (445,954 | ) | |
| (127,960 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| - | | |
| - | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from convertible notes payable | |
| 718,000 | | |
| 148,000 | |
Cash Flows Provided by Financing Activities | |
| 718,000 | | |
| 148,000 | |
| |
| | | |
| | |
NET INCREASE IN CASH | |
| 272,046 | | |
| 20,040 | |
Cash, beginning of period | |
| 10,485 | | |
| 3,920 | |
Cash, end of period | |
$ | 282,531 | | |
$ | 23,960 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for interest | |
$ | 6,208 | | |
$ | - | |
Cash paid for income taxes | |
$ | - | | |
$ | - | |
Warrant Exercises | |
$ | 173,574 | | |
| | |
Conversion of convertible notes payable and interest payable | |
$ | 284,497 | | |
$ | 17,200 | |
See
accompanying notes to the financial statements.
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE
1 – ORGANIZATION
High
Performance Beverages Company (formerly known as Dethrone Royalty Holdings, Inc., formerly Exclusive Building Services, Inc.)
(the “Company”) was founded as an unincorporated DBA in February 1997 and was incorporated as a C corporation under
the laws of the State of Nevada on October 11, 2010.
In
October 2013, the Company entered into a license agreement with Throwdown Industries Holdings, LLC, a Delaware limited liability
company (“Throwdown Licensor”), pursuant to which the Licensor granted an exclusive, non-sublicenseable and non-assignable
right to the Company to use its trademarks and other intellectual properties (“Throwdown Trademarks”) solely in connection
with the development, manufacture, distribution, marketing and sale of sports performance drinks within the United States and
Canada (the “Throwdown License”) as well as a one-time right of first refusal to license other types of beverages.
In December 2014, both parties to the contract agreed to terminate the Throwdown License.
NOTE 2 –
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 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, 2014 and notes thereto contained in the Company’s
Annual Report on Form 10-K.
Basis
of Accounting
The
Company’s consolidated financial statements are prepared using the accrual method of accounting. These consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiary Dethrone Beverage, Inc. All significant
inter-company balances and transactions have been eliminated upon consolidation.
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
Use
of Estimates and Assumptions
Preparation
of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Loss
per Share
Net
loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic and diluted
net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average
number of common shares.
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
Subsequent
Events
The
Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent
events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements
are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers
its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR
system.
Recently
Issued Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
Reclassifications
Certain
comparative figures have been reclassified to conform to the current year presentation.
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE
3 – GOING CONCERN
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As reflected in the accompanying consolidated financial statements, the Company had negative net working capital and a net stockholders’
deficit at October 31, 2014 and had no reliable source of ongoing debt or equity financing.
The
Company is emphasizing a new product line involving the manufacture and sale of sports performance or energy drinks along with
any other non-alcoholic beverage under the Trade Name, Dethrone Beverages. However, there are uncertainties as to whether the
Company will obtain sufficient financing to introduce and distribute the planned product or, if distributed, there will be sufficient
market demand for the products.
The
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
NOTE 4 -
CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consists of the following:
|
|
October 31, |
|
|
July
31, |
|
Description |
|
2014 |
|
|
2014 |
|
On
November 15, 2012, the Company entered into a Senior Secured Promissory Note (the “Note”) with an unaffiliated
party (the “Third Party”) under which the Company received a one-year loan with a principal balance of $100,000.
The loan bears interest at 20% per annum with interest payments due quarterly. In addition, the Company issued 2,500,000
shares of restricted common stock to the lender and Mr. Holley and McBride pledged their 56,250,000 shares of the
Company’s common stock as collateral and transferred 1,000,000 shares of free trading shares to the lender. If the
Company goes into default of the provisions of the loan, it becomes convertible into the Company’s common stock at
a price of $0.001 per share (100 million shares). If an event of default occurs, the lender will have the ability of
becoming the controlling shareholder of the Company. The Company recorded deferred financing costs of $560,000 in
connection with these transfers. The deferred financing costs are being amortized to interest expense over
the term of the loan or twelve months. The company has recognized the remaining amortization on the deferred financing
costs in the amount of $148,111 for the year ended July 31, 2014, which is reflected in the statement of
operations. On June 20, 2013, the Company and the Third party entered into an Amended and Restated Senior
Secured Convertible Promissory Note (the “Amended Note”) which amended certain terms of the Note. Pursuant to
the Amended Note, the Company’s repayment of the principal balance of the Amended Note is secured by all the assets
of the Company. In addition, the provisions of the Note whereby Mssrs. Holley and McBride pledged 56,250,000 of their
shares of common stock of the Company were removed. As of October 31, 2014, the lender has converted total
principal and interest of $16,000 to common stock. |
|
$ |
100,000 |
|
|
$ |
100,000 |
|
|
|
|
|
|
|
|
|
|
On
February 27, 2013, the Company entered into a $335,000 convertible loan agreement. The
agreement provides for a $35,000 original issue discount. The lender, at its discretion,
may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of
the agreement on April 30, 2013. All loans under the agreement are payable in full one
year after the funds are issued together with a prorated portion of the original issue
discount. All amounts outstanding under the agreement become convertible, at the lender’s
discretion, into shares of the Company’s common stock starting 180 days from the
execution date of the agreement. The conversion rate per share is the lower of (i) $0.044
or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion
notice. The lender has agreed that it will not execute any short trades and, at no time,
will hold more than 4.9% of the Company’s outstanding common stock.
If
the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will be no
interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other
prepayments of the amounts outstanding without the consent of the lender. In addition, there will be a one-time interest
charge of 12% of the amounts outstanding. The Company must also register all shares that are issuable under the agreement
in any Registration Statement that it files with the SEC for any purpose. As of October 31, 2014, the lender has converted
total principal and interest of $80,454 to common stock. |
|
|
- |
|
|
|
77,726 |
|
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE 4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On
April 30, 2013, the Company sold an 18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”).
The Debenture matures on April 30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date.
The conversion price of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the
twenty trading days immediately prior to the conversion date.
Upon
an Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture plus accrued but
unpaid interest, liquidated damages and other amounts owing on the Debenture through the date of the acceleration shall
become at the Debenture holder’s election immediately due and payable in cash at the Mandatory Default Amount (as
defined in the Debenture). Commencing five days after the occurrence of an Event of Default that results in the eventual
acceleration of the Debenture, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser
of 22% per annum or the maximum rate permitted under applicable law.
In connection with the sale of the Debenture,
on April 30, 2013 (the “Initial Exercise Date”) the Company issued the purchaser of the Debenture a warrant to purchase
3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share (subject to adjustment as provided
in the debenture). The warrant is exercisable on a cashless basis (as provided in the warrant) and as a result there is no assurance
that any part of the warrant will be exercised for cash. The warrant terminates three years from the Initial Exercise Date and
on such date the warrant shall be automatically exercised via cashless exercise. The fair market value of the warrant was $37,267
on the date of issuance. As of October 31, 2014 the warrant has been fully exercised for a total amount of $3,727 in common stock,
the lender also converted total principal and interest of $8,700 into common stock. |
|
|
37,554 |
|
|
|
46,254 |
|
On
October 10, 2013, Dethrone Royalty Holdings, Inc. (the “Company”), entered
into a securities purchase agreement (the “SPA”) with an investor (“Investor”),
pursuant to which the Investor purchased a master promissory note (the “Master
Note”) with a principal balance of $48,000 for a purchase price of $40,000 at an
original issuance discount of $4,000. The Company also agreed to pay $4,000
worth of legal, accounting and due diligence costs to the Investor.
Pursuant
to the Master Note, the Investor has the right, solely in the Investor’s discretion, to subsequently purchase up
to eight (8) additional promissory notes (each, an “Additional Note”, the Master Note and each Additional
Note collectively, the “Notes”), at any time from the date of issuance of the Master Note until October 10,
2014. Each Additional Note shall have a principal balance of $22,000 and shall have a purchase price of $20,000,
at an original issue discount of $2,000.
Pursuant
to the Master Note, if the Company repays the entire balance of each Note prior to the Prepayment Opportunity Date (as
defined in the Master Note), the Company shall pay an interest rate equal to 0% per annum. If the Company does
not repay the entire balance of each Note prior to the Prepayment Opportunity Date (as defined in the Master Note) each
Note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note.
Each
Note is convertible, at any time after the date six months from the Purchase Price Date (as defined in the Master Note),
into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii)
60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject
to certain adjustment as further described in the Master Note (the “Conversion Price”).
In connection with the SPA and the
issuance of the Master Note, the Company issued to the Investor warrants to purchase shares of the Company’s common stock
at an exercise price equal to the Conversion Price. The warrant has a term of five years. The warrant provides
for both cash and cashless exercise. The fair value of the warrant on the date of issuance was $295,273. As of October 31, 2014,
the Company has incurred conversion penalties of $155,567, the lender has converted total principal and interest of $19,759 into
common stock. |
|
|
112,261 |
|
|
|
128,461 |
|
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On
January 8, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal amount of $75,000, dated
January 8, 2014 (the “Note”) for cash consideration of $50,000. The Note matures on July 8, 2014 (“Maturity
Date”) and all overdue principal will entail a late fee at the rate of 22% per annum. The Company may prepay the Note for
$100,000 at any time prior to the Maturity Date.
The
Note may be converted into common stock of the Company at any time after the Maturity Date at a fixed price of $0.0001 per share.
However, if the stock price of the Company loses the bid at any time before the Maturity Date, the conversion price shall be $0.00001
per share. The Note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder
and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations
on conversion may be waived by the Note holder upon with not less than 61 days’ prior notice to the Company. As of October
31, 2014 the investor has converted total principal and interest into $23,390 into common stock. | |
| 48,806 | | |
| 72,196 | |
| |
| | | |
| | |
On February 11, 2014, the Company sold an Original Issue Discount Convertible Promissory Note in the principal
amount of $75,000, dated February 11, 2014 (the “Note”) for cash consideration of $50,000. The Note matures on August
11, 2014 (“Maturity Date”) and all overdue principal will entail a late fee at the rate of 22% per annum. The Company
may prepay the Note for $75,000 at any time prior to May 11, 2014. | |
| | | |
| | |
| |
| | | |
| | |
The Note may be converted into common stock of the Company at any time after the Maturity Date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid, loses DTC eligibility, or gets “chilled for deposit” at any time before the Maturity Date, the conversion price shall be $0.00001 per share. The Note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the Note holder upon with not less than 61 days’ prior notice to the Company. | |
| 75,000 | | |
| 75,000 | |
| |
| | | |
| | |
On February 25, 2014, the Company sold a 10% Convertible Redeemable Note in the principal amount of $22,000
(the “Note”) pursuant to a Securities Purchase Agreement. The Note matures on February 28, 2015 and
has an interest rate of 10% per annum. | |
| | | |
| | |
| |
| | | |
| | |
The
Note may be converted into common stock of the Company at any time beginning on the 180th day of the date of the Note
at a price equal to 50% of the lowest closing bid price of the common stock as reported on OTCQB, for
the fifteen prior trading days. In the event the Company experiences a DTC “Chill”
on its shares, the conversion price shall be decreased to 40% instead of 50% while that “Chill” is in effect.
As of October 31, 2014 the investor has converted $22,000 in principal into common stock. | |
| - | | |
| 22,000 | |
| |
| | | |
| | |
On
March 25, 2014, the Company sold a note with a principal balance of $75,000 for a purchase price of $50,000 at an original
issuance discount of $25,000 (the “March 2014 Note”). The March 2014 Note matures on September
25, 2014. | |
| 75,000 | | |
| 75,000 | |
| |
| | | |
| | |
On March 31, 2014, the Company sold a note with a principal balance of $42,000 (the “Note”) for
a purchase price of $30,000. The Note is due on September 30, 2014. Interest accrues at the rate of 15% per
annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder
of the March 2014 Note, all principal, accrued but unpaid interest and all other payments due under the March 2014 Note shall be
convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder, in whole at
any time and from time to time. As of October 31, 2014, the Company is in default on the note and incurred total penalties
of $42,000; the lender has converted $14,100 into common stock. | |
| 53,046 | | |
| 67,146 | |
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE 4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On April 1, 2014, the Company sold a note (the “Note”) with a principal balance of $21,000 for
a purchase price of $15,000. The Note is due on October 1, 2014. Interest accrues at the rate of 15% per
annum, compounding daily. At any time from the date hereof until no payment and/or repayment of funds due to the holder
of the April 2014 Note, all principal, accrued but unpaid interest and all other payments due under the April 2014 Note shall be
convertible into shares of common stock of the Company, at a conversion price of $.0001 at the option of the Holder, in whole at
any time and from time to time. As of October 31, 2014 the note holder has converted total principal and interest into
$4,150 into common stock. | |
| 16,850 | | |
| 21,000 | |
| |
| | | |
| | |
On June 3, 2014, the Company sold a note with a principal purchase price of $10,000 (the “Note”). The
Note is due on June 2, 2015. Interest accrues at the rate of 8% per annum, compounding daily. At any time
from the date hereof until no payment and/or repayment of funds due to the holder of the June 2015 Note, all principal, accrued
but unpaid interest and all other payments due under the June 2015 Note shall be convertible into shares of common stock of the
Company, at a conversion price of $.0001 at the option of the Holder, in whole at any time and from time to time. | |
| 10,000 | | |
| 10,000 | |
| |
| | | |
| | |
On June 4, 2014, the Company sold a note with a principal purchase price of $60,000 (the “Note”). The
Note is due on June 2, 2015. Interest accrues at the rate of 8% per annum, compounding daily. At any time
from the date hereof until no payment and/or repayment of funds due to the holder of the June 2015 Note, all principal, accrued
but unpaid interest and all other payments due under the June 2015 Note shall be convertible into shares of common stock of the
Company, at a conversion price of $.0001 at the option of the Holder, in whole at any time and from time to time. | |
| 60,000 | | |
| 60,000 | |
| |
| | | |
| | |
On June 6, 2014, the Company sold a note with a principal purchase price of $60,000 (the “Note”). The
Note is due on June 5, 2015. Interest accrues at the rate of 8% per annum, compounding daily. The Note is
convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by
(ii) 60% of the lowest intra-day trade price in the five (5) trading days immediately preceding the conversion, subject to certain
adjustment as further described in the original Note (the “Conversion Price”). | |
| 60,000 | | |
| 60,000 | |
| |
| | | |
| | |
On June 4, 2014, a new lender assumed a $60,000 portion of existing debt. Pursuant to the original note agreement, if the Company does not repay the entire balance of the maturity date, June 15, 2014, the Note shall accrue interest at 22% per annum. The Note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original Note (the “Conversion Price”). As of October 31, 2014, the Company is in default on the Note and incurred penalties of $74,000, and the lender converted total principal and interest of $21,661 into common stock. | |
| 229,057 | | |
| 176,718 | |
| |
| | | |
| | |
On July 2, 2014, a new lender assumed a $70,000 portion of existing debt. Pursuant to the original note agreement, if the Company does not repay the entire balance of the maturity date, July 2, 2015, the Note shall accrue interest at 22% per annum.
| |
| | | |
| | |
The Note is convertible into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the original Note (the “Conversion Price”). As of October 31, 2014, the lender converted total principal and interest of $52,573 into common stock. | |
| 12,000 | | |
| 57,000 | |
| |
| | | |
| | |
On August 27, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $160,000
(the “Note”) pursuant to a Securities Purchase Agreement. The Note matures on March 27, 2015.
| |
| | | |
| | |
The Note may be converted into common stock of the Company at any time beginning on the 1st day of the date of the Note at a price equal to the lesser of (i) $0.01 or (ii) 60% of the lowest intraday bid price of the common stock as reported on OTCQB, for the five prior trading days. As of October 31, 2014 the investor has converted $6,000 of principal and interest into common stock. | |
| 154,000 | | |
| - | |
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE
4 - CONVERTIBLE NOTES PAYABLE (cont'd)
On October 2, 2014, the Company sold a 12% Convertible Redeemable Note in the principal amount of $58,000
(the “Note”) pursuant to a Securities Purchase Agreement. The Note matures on May 2, 2015. | |
| | | |
| | |
| |
| | | |
| | |
The Note may be converted into common stock of the Company at any time beginning on the 1st day of the date of the Note at a price equal to 40% of the lowest intraday bid price of the common stock as reported on OTCQB, for the prior thirty trading days. As of October 31, 2014 the investor has converted $31,378 of principal and interest into common stock. | |
| 26,622 | | |
| - | |
On October 17, 2014, the Company
sold a 1% Convertible Redeemable Note in the principal amount of $500,000 (the “Note”) pursuant to a Securities Purchase
Agreement. The Note matures on April 17, 2015. | |
| | |
| |
| |
| | |
| |
The
Note may be converted into common stock of the Company at any time beginning on the 1st day of the date of the Note at a price
equal to 56% of VWAP as reported on OTCQB, for the five prior trading days. As of October 31, 2014 the investor
has converted no principal or interest into common stock. | |
| 500,000 | | |
| - | |
| |
| | | |
| | |
| |
| 1,570,196 | | |
| 1,048,501 | |
Original issue discount | |
| 96,500 | | |
| 96,500 | |
Beneficial conversion feature | |
| 305,639 | | |
| 305,639 | |
Less: Amortization of discounts | |
| (412,641 | ) | |
| (347,023 | ) |
Total convertible notes payable | |
$ | 1,559,694 | | |
$ | 993,385 | |
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE 5 – DERIVATIVE LIABILITY
The convertible
notes payable issued on in by the company contain a variable conversion feature (the Variable Conversion Feature) that gives rise
to a derivative liability. We have measured this derivative at fair value and recognized the derivative value as a current liability
and recorded the derivative value on our consolidated balance sheet. The derivative is valued primarily using models based on unobservable
inputs that are supported by little to no market activity. These inputs represent management’s best estimate of what market
participants would use in pricing the liability at the measurement date and thus are classified as Level 3. Changes in the fair
values of the derivative are recognized in earnings in the current period. During the three month period ended October 31, 2014,
the Company recorded a derivative liability of $977,678 related to the Variable Conversion Feature and recognized a change in the
derivative liability of due to conversions of $815,587 and change in derivative liability due to pricing of $183,632. The balance
of the derivative liability was $1,535,010 and $1,189,287 at October 31, 2014 and July 31, 2014, respectively.
NOTE 6 – EQUITY
The Company is authorized
to issue 2,500,000,000 shares of common stock and 1,000,000 shares of preferred stock.
In connection with the
sale of the Debenture, on April 30, 2013 (the “Initial Exercise Date”) the Company issued the purchaser of the Debenture
a warrant to purchase 3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share (subject to adjustment
as provided in the debenture). The warrant is exercisable on a cashless basis (as provided in the warrant) and as a result there
is no assurance that any part of the warrant will be exercised for cash. The warrant terminates three years from the Initial Exercise
Date and on such date the warrant shall be automatically exercised via cashless exercise. The fair market value of the warrant
on the date of issuance was $37,267 using the Black-Scholes formula assuming volatility of 122.22%, and a discount rate of 0.32%.
As of October 31, 2014, no portion of the warrant has been exercised.
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE 6 – EQUITY (cont’d)
In connection with the
sale of Master Note on October 10, 2013, the Company issued the purchaser of the Master Note a warrant to purchase the number of
shares equal to $112,000 divided by the Master Note conversion price, $0.0063, as of the issue date. The resulting number of warrant
shares was 17,777,778. 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 five years from the Initial Exercise
Date. The warrant includes a price protection feature such that the number of shares to be issued upon a notice of conversion is
based upon the current market price of the Company’s common stock at the time of conversion. During the quarter ending October
31, 2014, exercise notices were received by the Company for 2,895,000 shares under the warrant, resulting in the issuance of 173,574,318
shares of the Company’s common stock.
In August 2014,
the Company issued 5,000,000 shares of its common stock to a consultant as compensation. The fair market value of the common stock
on the date of grant was $15,614.
During the three month
period ended October 31, 2014 the company issued 1,311,106,730 shares of common stock related to conversions of convertible debt
during the year.
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company neither owns
nor leases any real or personal property. The Company's office is provided to it by an officer who incurs no incremental costs
as a result of the Company using the space. Therefore, he does not charge for its use. There is no written lease agreement, and
no obligation for him to continue this arrangement.
HIGH PERFORMANCE
BEVERAGE COMPANY
Notes to the
Consolidated Financial Statements
(Unaudited)
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Pending and Threatened Litigation
The Company is involved in a civil lawsuit
pending in the United States District Court. The Plaintiffs seek damages ranging between $4,814,500 and $25,000,000 arising from
the alleged breach of a term sheet for certain marketing services. Plaintiffs assert their claims based on the legal theories of
breach of contract and fraud. The company has moved to dismiss all but one of the claims for breach of contract asserted in the
complaint, which motion is currently pending. Management denies the claim and is vigorously defending against it. No liability
has been recorded as a result of this litigation.
NOTE 9 – SUBSEQUENT EVENTS
On November 3, 2014, a note holder exercised
their right to convert $9,945 in principal and $38 in accrued interest into 60,500,000 shares of the Company’s $0.001 par
value common stock.
On November 4, 2014, a note holder exercised
their right to convert $2,205 in principal into 14,700,000 shares of the Company’s $0.001 par value common stock.
On November 5, 2014, a note holder exercised
their right to convert $2,289 in principal and $13 in accrued interest into 13,954,546 shares of the Company’s $0.001 par
value common stock.
On November 12, 2014, a note holder exercised
their right to convert $6,000 in principal and $414 in accrued interest into 42,761,666 shares of the Company’s $0.001 par
value common stock.
On November 24, 2014, the Company issued 29,282,825
shares of the Company’s $0.001 common stock in connection with the exercise of 195,337 warrants.
On November 28,
2014, the Company executed a convertible note payable in the amount of $800,000 payable on May 28, 2015, bearing interest at 1%
per annum. The note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market
value at the time of conversion. This conversion feature is an embedded derivative liability which will be required to be presented
at fair value on date of issuance and each subsequent reporting period. The Company has not yet determined the fair value of the
embedded derivative.
Item 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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:
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● |
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 “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 October 2013, the Dethrone License Agreement was terminated and
the Company entered into a license agreement with Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Throwdown
Licensor”), pursuant to which the Licensor granted an exclusive, non-sublicenseable and non-assignable right to the Company
to use its trademarks and other intellectual properties (“Throwdown Trademarks”) solely in connection with the development,
manufacture, distribution, marketing and sale of sports performance drinks within the United States and Canada (the “Throwdown
License”) as well as a one-time right of first refusal to license other types of beverages.
Effective November 14, 2013, the Company changed its name to High
Performance Beverages Company in order to better reflect the direction and business of the Company.
On July 23, 2014, the Company filed a Certificate of Amendment
with the Secretary of State of the State of Nevada to increase the number of authorized shares of common stock from 500,000,000
to 2,500,000,000 shares, effective immediately.
Current Status
We began distribution of our product in the 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.
During the third calendar quarter of 2014
the company retained Allen Flavors to create two new additional flavors to be launched during the first calendar quarter of 2015.
The Company will also use a newly developed look for their bottling and labeling as part of the new launch. In addition to a new
product launch, the Company launched its first sweepstakes contest to be held from December 15, 2014 through January 31, 2015
to help market the new product launch.
We have also entered into contracts with several professional sports
personalities (Jonathan Quick, Aldon Smith, Haloti Nagata, Taj Gibson, Matt Moulson, Brian Braham, Kenneth Draun, and Andrew Depaula)
to represent us by endorsing our products. All contracts cover three years and require us to issue an aggregate of 8,220,000 restricted
shares of common stock over the lives of the contracts plus up to an additional 1,652,500 contingent shares based on performance
criteria. During the quarter ended October 31, 2014, we have recorded an aggregate Marketing Expense of $4,640 relating to the
shares that are issuable.
Three months ended October 31, 2014
The company had no sales during the quarter
ended October 31, 2014. Shipments were insignificant during the quarter ending October 31, 2013 and generated sales of $373.
The company did not incur any cost of goods
sold due to no saleable products being made during the quarter ended October 31, 2014. This was due to the Company’s focus
on redeveloping and redesigning the products for a new launch in the first calendar quarter of 2015. Cost of goods sold during
the three months ended October 31, 2013 were $1,392, which exceeded of sales by $1,019, resulting in a gross profit $(1,019). This
was due to the high cost of the initial product runs due to start up tooling costs and a lack of economies of scale in the manufacturing
process.
General and administrative
expenses increased by $45,375, from $77,610 during the three months ended October 31, 2013 to $147,144 during the three months
ended October 31, 2014. The increase was due to higher professional fees for legal and accounting services.
Marketing expense increased by $45,375, from
$10,846 during the three months ended October 31, 2013 to $56,221 during the three months ended October 31, 2014. The increase
was due to increased marketing costs.
Compensation decreased
by $655,773, from $983,292 during the three months ended October 31, 2013 to $327,520 during the three months ended October 31,
2014. The decrease was primarily due to a reduction in share based compensation expense, from $676,292 in connection with professional
athlete endorsement contracts recognized in the quarter ended October 31, 2013, compared to $28,093 connection with these endorsement
contracts during the quarter ended October 31, 2014.
Other income (expense)
increased ($229,660) from ($1,107,335) during the three months ended October 31, 2013 compared to ($1,336,995) during the three
months ended October 31, 2014. The increase is due to a decrease in interest expense of $33,585 and the derivatives expense and
change in derivative liability of $263,243.
Net loss for the
three months ended October 31, 2014 decreased by $312,223, from ($2,180,102) during the three months ended October 31, 2013 to
($1,867,879), primarily due to share based compensation expense.
Three months ended October 31, 2013
The company began shipping products to distributors
in February 2013. Shipments were insignificant during the quarter ending October 31, 2013 and generated sales of $373. There were
no sales in the quarter ending October 31, 2012.
Cost of goods sold during the three months ended
October 31, 2013 were $1,392, which exceeded of sales by $1,019, resulting in a gross profit $(1,019). This was due to the high
cost of the initial product runs due to start up tooling costs and a lack of economies of scale in the manufacturing process.
General and administrative expenses
increased by $24,226, from $53,820 during the three months ended October 31, 2012 to $77,606 during the three months ended October
31, 2013. The increase was due to higher professional fees for legal and accounting services.
Marketing expense decreased by $32,284,
from $43,131 during the three months ended October 31, 2012 to $10,846 during the three months ended October 31, 2013. The decrease
was due to decreased advertising costs.
Product development costs decreased
by $21,744, from $21,744 during the three months ended October 31, 2012 to zero during the three months ended October 31, 2013.
The decrease was due to the completion of the development of the Company’s initial product formulations and the transition
to marketing and sales.
Compensation increased by $681,292,
from $302,000 during the three months ended October 31, 2012 to $983,292 during the three months ended October 31, 2013. The increase
was due to $676,292 in share based compensation issued in connection with professional athlete endorsement contracts in the current
period and none in the prior year and an increase in cash compensation expense of $5,500.
Other income (expense) increased
($419,750) during the three months ended October 31, 2013 compared to the three months ended October 31, 2012, when Other income
(expense) was zero. The increase is due to interest expense of $209,268 and the change in derivative liability of $210,482.
Net loss for the three months ended
October 31, 2013 increased by $1,072,234, from ($420,280) during the three months ended October 31, 2012 to ($1,492,514), primarily
due to share based compensation expense, interest expense and change in derivative liability.
Liquidity
The Company has financed
its operations through the private placement of debt and its common stock.
We will continue
to seek financing as necessary but cannot give any assurances that we will be successful in doing so.
We are a public company
and, as such, have incurred and will continue to incur additional significant expenses for legal, accounting and related services.
Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses
associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements,
if required.
Recent Accounting Pronouncements
The Company has implemented
all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there
are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or
results of operations.
Critical Accounting Policies
The preparation of financial
statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
An accounting policy is
considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting
estimates that are reasonably likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release
No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation
of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions
about matters that are highly uncertain at the time the estimate is made. The financial statements include a summary of
the significant accounting policies and methods used in the preparation of our financial statements.
Seasonality
We do not yet have a basis to determine whether
our business will be seasonal.
Off-Balance Sheet Arrangements
We have no off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent
obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating
costs or cash requirements in the future.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Pursuant to Item 305(e)
of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a
“smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management is
responsible for establishing and maintaining adequate internal control of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of
the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required
to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms relating to our company. The Company's internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.
Our disclosure controls
and procedures include those policies and procedures that:
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Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
|
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and |
|
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Ensure that our receipts and expenditures are being made only in accordance with
authorizations of the Company's management and directors; and |
|
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
As of October 31,
2014, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting. In
making this assessment, management followed an approach based on the framework set forth in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (known as “COSO”). Based
on this assessment, management determined that the Company's internal control over financial reporting was not effective to ensure
that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. In forming
this conclusion this officer considered the fact that we were unable to timely file our Form 10K for the year ended July 31, 2014
as well as our Form 10Q for the quarter ended October 31, 2014. As such we had inherent weakness in our ability to timely file
our financial reports with the SEC.
We have made significant
attempts to correct this issue including entering into an agreement to outsource our accounting and financial reporting functions
to Clear Financial Solutions, Inc. of Houston, Texas. Management believes this arrangement will ensure the timely filing of future
financial reports.
This quarterly report
does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules
of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Pending and Threatened Litigation
There is a civil action pending in the United
States District Court for the Eastern District of Texas titled Hansmire et al. v. High Performance Beverage Company et al.,
4:14-cv-00434-ALM. The Plaintiffs seek damages in the amount between $4,814,500 and $25,000,0000 arising from the alleged breach
of a term sheet for certain marketing services. Plaintiffs assert their claims based on the legal theories of breach of contract
and fraud. On February 2, 2015, the Court dismissed portions of the Complaint on the basis of Plaintiff’s lack
of legal standing to bring an action based on those portions of the Complaint. The Company answered the remaining allegation
in the Complaint on February 17, 2015, and imposed counterclaims. The Company and Plaintiff are now engaged in discovery.
Item 1A. Risk Factors
The Company, as a smaller
reporting company, is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In
August 2014, the Company issued 5,000,000 shares of its common stock to a consultant as compensation. The Company claims
an exemption from the registration requirements of the Act for the private placement of the securities referenced herein pursuant
to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public offering.
On August 27, 2014, the
Company sold a 12% Convertible Redeemable Note in the principal amount of $160,000 (the “Note”) pursuant to a Securities
Purchase Agreement. The Note matures on March 27, 2015. The Note may be converted into common stock of the Company
at any time beginning on the 1st day of the date of the Note at a price equal to the lesser of (i) $0.01 or (ii) 60% of the lowest
intraday bid price of the common stock as reported on OTCQB, for the five prior trading
days. The Company claims an exemption from the registration requirements of the Act for the private placement of the securities
referenced herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve
a public offering.
On October 2, 2014, the
Company sold a 12% Convertible Redeemable Note in the principal amount of $58,000 (the “Note”) pursuant to a Securities
Purchase Agreement. The Note matures on May 2, 2015. The Note may be converted into common stock of the Company
at any time beginning on the 1st day of the date of the Note at a price equal to 40% of the lowest intraday bid price of
the common stock as reported on OTCQB, for the prior thirty trading days. As of October 31, 2014 the investor has converted
$31,378 of principal and interest into common stock. The Company claims an exemption from the registration requirements of the
Act for the private placement of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933 since,
among other things, the transaction did not involve a public offering.
On October 17, 2014, the
Company sold a 1% Convertible Redeemable Note in the principal amount of $500,000 (the “Note”) pursuant to a Securities
Purchase Agreement. The Note matures on April 17, 2015. The Note may be converted into common stock of the Company
at any time beginning on the 1st day of the date of the Note at a price equal to 56% of VWAP as reported on OTCQB, for the five prior trading
days. 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.
During
the three month period ended October 31, 2014 the Company converted $210,164 in principal and interest related to notes payable
in exchange for 1,311,106,730 shares of the Company’s common stock. 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.
The Company issued 173,574,318
shares of the Company’s common stock during the three months ended October 31, 2014 upon the cashless conversion of warrants.
The Company claims an exemption from the registration requirements of the Act for the private placement of the securities referenced
herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve a public
offering.
On November 3, 2014, a
note holder exercised their right to convert $9,945 in principal and $38 in accrued interest into 60,500,000 shares of the Company’s
$0.001 par value common stock. The Company claims an exemption from the registration requirements of the Act for the private placement
of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction
did not involve a public offering.
On November 4, 2014, a
note holder exercised their right to convert $2,205 in principal into 14,700,000 shares of the Company’s $0.001 par value
common stock. The Company claims an exemption from the registration requirements of the Act for the private placement of the securities
referenced herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction did not involve
a public offering.
On November 5, 2014, a
note holder exercised their right to convert $2,289 in principal and $13 in accrued interest into 13,954,546 shares of the Company’s
$0.001 par value common stock. The Company claims an exemption from the registration requirements of the Act for the private placement
of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction
did not involve a public offering.
On November 12, 2014,
a note holder exercised their right to convert $6,000 in principal and $414 in accrued interest into 42,761,666 shares of the Company’s
$0.001 par value common stock. The Company claims an exemption from the registration requirements of the Act for the private placement
of the securities referenced herein pursuant to Section 4(2) of the Securities Act of 1933 since, among other things, the transaction
did not involve a public offering.
On November 24, 2014,
the Company issued 29,282,825 shares of the Company’s $0.001 common stock in connection with the exercise of 195,337 warrants.
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.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits
31.1 |
|
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 |
|
|
|
32.1 |
|
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 |
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
|
|
HIGH PERFORMANCE BEVERAGE COMPANY |
|
(Registrant) |
|
|
|
/s/ Toby McBride |
|
Toby McBride |
|
Title: President and Chief Financial Officer |
February 23, 2015
24
Exhibit 31.1
Section 302 Certification of Chief Executive
Officer and Chief Financial Officer
| 1. | I have reviewed this quarterly report on Form 10-Q of Dethrone Royalty Holdings, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, 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; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
Dated: February 23, 2015
/s/ Toby McBride |
|
|
Toby McBride |
|
|
Title: Chief Executive Officer and Chief Financial Officer |
Exhibit
32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of Dethrone Royalty Holdings, Inc. (the “Company”) on Form 10-Q for the period
ended October 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I,
Toby McBride, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| 1. | The
Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and |
| 2. | The
information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company. |
Dated: February
23, 2015
/s/ Toby McBride |
|
|
Toby McBride |
|
|
Title: Chief Executive Officer and Chief Financial Officer |
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