UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2012.~~ 2014

[o ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 333-149158

LIVEWIRE ERGOGENICS INC.

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

Nevada

(State or other jurisdiction of incorporation or organization)

26-1212244

(I.R.S. Employer Identification No.)

~~1747~~24845 S.Corbit ~~Douglass Road, Unit C~~Place

~~Anaheim~~Yorba Linda, CA ~~92806~~ 92887

(Current Address of Principal Executive Offices)

714-940-0155

(Issuer Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.0001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large Accelerated Filer o		Accelerated Filer o		Smaller Reporting Company x		Non-Accelerated Filer o
(Do not check of a 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 X

The issuer’s revenues for its most recent fiscal year ended December 31, ~~2012~~2014, were $~~148~~238,~~034~~957

As of June 30, ~~2012~~2014, the aggregate market value of shares of the issuer’s common stock held by non-affiliates was approximately $75,~~500~~544,000 based upon the closing bid price of $0.300489 per share. Shares of the issuer’s common stock held by each executive officer and director have been excluded in that such persons may be deemed to be affiliates of the issuer. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

At April 1429, ~~2013~~2015, there were 68204,~~460~~727,~~139~~594 shares of $0.0001 par value common stock issued and outstanding.

Table of Contents

TABLE OF CONTENTS

ITEM
NUMBER	CAPTION	PAGE
PART I
ITEM 1.	Business	13
ITEM 1A.	Risk Factors	13
ITEM 1B.	Unresolved Staff Comments	35
ITEM 2.	Properties	35
ITEM 3.	Legal Proceedings	45
ITEM 4.	Mine Safety Disclosures	45
PART II
ITEM 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
ITEM 6.	Selected Financial Data	46
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	57
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	911
ITEM 8.	Financial Statements and Supplementary Data	1012
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1113
ITEM 9A.	Controls and Procedures	1113
ITEM 9B.	Other Information	1214
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	1215
ITEM 11.	Executive Compensation	1517
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1618
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	1619
ITEM 14.	Principal Accountant Fees and Services	1719
PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	1820

Table of Contents

Item 1 – BUSINESS

History

The Company was formed in Nevada on October 9, 2007 under the name Semper Flowers, Inc. On May 15, 2009, the Company changed its name to SF Blu Vu, Inc. On September 20, 2011, the Company changed its name to LIVEWIRE ERGOGENICS INC.

Under the Purchase Agreement dated June 30, 2011 (the “Purchase Agreement”) with LIVEWIRE MC2, LLC, a California limited liability company, (“LiveWire MC2”) and the selling members of LiveWire MC2 (“Selling Members”), the Company issued 36,000,000 ~~(30,000,000~~ shares ~~pre stock split~~ of ~~1 additional share for every five shares held) shares of~~ common stock to the Selling Members in exchange for 100% of LiveWire MC2. As such, LiveWire MC2 became a wholly owned subsidiary of the Company.

The Purchase Agreement has been accounted for as a reverse acquisition under the purchase method for business combinations, and accordingly the transaction has been treated as a recapitalization of LiveWire MC2, with LiveWire MC2 as the accounting acquirer and the Company as the accounting acquiree. For legal purposes LiveWire MC2 is the legal acquiree and the Company is the legal acquirer and surviving corporation. The shares issued are treated as being issued for cash and are shown as outstanding for the period presented in the same manner as for a stock split. The Company was a shell prior to the merger, having no significant assets or liabilities, and seeking a viable business to acquire.

Item 1A - RISK FACTORS

Management of the Company intends for the Company and its wholly owned subsidiary LIVEWIRE MC2, LLC, a California limited liability company, (“LiveWire MC2”) to become a profitable entity with its focus on providing Chewable Energy Supplements and other functional foods as determined by needs. The risks and uncertainties described below may affect the business, financial condition or operating results:

THE COMPANY IS SUBJECT TO THE RISKS INHERENT IN THE CREATION OF A NEW BUSINESS.

The Company is subject to substantially all the risks inherent in the creation of a new business. As a result of its small size and capitalization and limited operating history, the Company is particularly susceptible to adverse effects of changing economic conditions and consumer tastes, competition, and other contingencies or events beyond the control of the Company. It may be more difficult for the Company to prepare for and respond to these types of risks and the risks described elsewhere than for a company with an established business and operating cash flow.

OUR REVENUE GROWTH RATE DEPENDS PRIMARILY ON OUR ABILITY TO EXECUTE OUR BUSINESS PLAN.

We may not be able to adequately generate and adhere to the goals, objectives, strategies and tasks as defined in our business plan.

ANY FAILURE TO MAINTAIN ADEQUATE GENERAL LIABILITY, COMMERCIAL, AND SERVICE LIABILITY INSURANCE COULD SUBJECT US TO SIGNIFICANT LOSSES OF INCOME.

Any general, commercial and/or service liability claims will have a material adverse effect on our financial condition.

COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS.

We will compete with many well-established companies such as FRS Healthy Energy, ToGo Brands, Clif Bar, GU Energy Labs, and EN-R-G Foods Inc. Indirect competitors include Red Bull, Monster, and 5-Hour Energy. Aggressive pricing by our competitors or the entrance of new competitors into our markets could reduce our revenue and profit margins.

LIMITED OPERATING HISTORY, INITIAL OPERATING LOSSES.

The Company is presently a development stage Company with limited operating history and only nominal capital. Additionally, though the Management Team has varied and extensive business backgrounds and technical expertise, they have little substantive prior working running energy chew operations. Because of the limited operating history, it is very difficult to evaluate the business and the future prospects. The Company will encounter risks and difficulties. If objectives are not achieved, the Company may not realize sufficient revenues or net income to succeed.

THE COMPANY MAY USE MORE CASH THAN GENERATED.

The company anticipates using standard financing models and credit facilities. The Company may experience negative operating cash flows for the foreseeable future. The Company may need to raise additional capital in the future to meet the operating and investing cash requirements. The Company may not be able to find additional financing, if required, on favorable terms or at all. If additional funds are raised through the issuance of equity, equity-related or debt securities, these securities may have rights, preferences or privileges senior to those of the rights of the common stock holders who may experience additional dilution to their equity ownership.

Table of Contents

NO ASSURANCE OF PROFITABILITY.

The Company has generated revenues from operations. There can be no assurance that the Company will be profitable.

DEPENDENCE ON MANAGEMENT.

The Company will rapidly and significantly expand its operations and anticipates that significant expansion of its operations, including administrative facilities, will continue to be required in order to address potential market opportunities. The rapid growth will place, and is expected to continue to place, a significant strain on the Company’s management, operational, and financial resources. The Company's success is principally dependent on its current management personnel for the operation of its business.

THE COMPANY MUST HIRE EXPERIENCED PERSONNEL, ACQUIRE EQUIPMENT AND EXPAND FACILITIES IN ANTICIPATION OF INCREASED BUSINESS.

The Company may not be able to hire or retain qualified staff. If qualified and skilled staff are not attracted and retained, growth of the business may be limited. The ability to provide high quality service will depend on attracting and retaining educated staff, as well as professional experiences that is relevant to our market, including for marketing, technology and general experience in (manufacturing energy supplements). There will be competition for personnel with these skill sets. Some technical job categories may experience severe shortages in the United States.

FAILURE TO MANAGE THE GROWTH COULD REDUCE REVENUES OR NET INCOME.

Rapid expansion strains infrastructure, management, internal controls and financial systems. The Company may not be able to effectively manage the growth or expansion. To support growth, the Company plans to hire new employees. This growth may also strain the Company’s ability to integrate and properly train these new employees. Inadequate integration and training of employees may result in ~~underutilization~~under utilization of the workforce and may reduce revenues or net income.

THE COMPANY MAY ACQUIRE OTHER BUSINESSES OR ~~PRODCUTS~~PRODUCTS SUITABLE FOR THE COMPANY’S PLANNED EXPANSION; IF THIS HAPPENS, THE COMPANY MAY BE UNABLE TO INTEGRATE THEM INTO THE EXISTING BUSINESS, AND/OR MAY IMPAIR OUR FINANCIAL PERFORMANCE.

If appropriate opportunities present themselves, the Company may acquire businesses, technologies, services or products that are believed to be strategically viable. There are currently no understandings, commitments or agreements with respect to any acquisition, aside from acquiring the necessary equipment to begin operations.

FUTURE GOVERNMENT REGULATION MAY ADD TO OPERATING COSTS.

The Company operates in an environment of uncertainty as to potential government regulation via (energy supplement manufacturing). We believe that we are not subject to direct regulation, other than regulations applicable to businesses generally. Laws and regulations may be introduced and court decisions may affect our business. Any future regulation may have a negative impact on the business by restricting the method of operation or imposing additional costs.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S REPORT CONTAINS AN EXPLANATORY ~~PARAGHRAPH~~PARAGRAPH WHICH HAS EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING

In their report ~~dated April 16~~, ~~2013,~~ our independent registered public accounting firm stated that our consolidated financial statements for the year ended December 31, ~~2012~~2014 were prepared assuming that we would continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our auditors' doubts are based on our recurring net losses, deficits in cash flows from operations and stockholders’ deficiency. We continue to experience net operating losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including by the sale of our securities, or obtaining loans from financial institutions, where possible. Our continued net operating losses and our auditors' doubts increase the difficulty of our meeting such goals and our efforts to continue as a going concern may not prove successful.

Table of Contents

THE COMPANY’S SERIES A PREFERRED STOCK CAN ELECT THREE BOARD MEMBERS AND HAS ONE BILLION VOTES ON ALL MATTERS SUBMITTED TO THE STOCKHOLDERS OF THE COMPANY

One Million (1,000,000) shares of the Company’s Series A Preferred Stock (the “Series A”) are owned by Rick Darnell. Each share of Series A has one thousand (1,000) votes per share and votes with the common stock on all matters. The Series A voting separately as a class has the right to elect three persons to serve on the Company’s board of directors. As such, the Series A has voting control of the Company and may use its majority voting control to affect the interests of the Company’s common stockholders.

On December 4, 2012, the “Company reached an agreement with the holders of the Company’s Series A Preferred Stock to surrender and cancel all outstanding shares of the Company’s Series A Preferred Stock. A copy of the Acknowledgement of Surrender and Cancelation of the Series A Preferred Stock is attached as Exhibit 4.4 to the Form 8-k filed on December 4, 2012. The surrender and cancelation of the Series A Preferred Stock improves the Company’s capital structure because it eliminated the super voting provisions and conversion features that, if exercised by the holders, might dilute the common stockholders of the Company.

THE COMPANY’S SERIES A PREFERRED STOCK WILL SIGNIFICANTLY DILUTE THE COMPANY’S COMMON STOCKHOLDERS AFTER DECEMBER 31, 2012.

The owners of the Company’s Series A Preferred Stock (the “Series A”) can elect to convert each share of Series A after December 31, 2012 into fifty (50) shares of the Company’s common stock if (i) the Company’s common stock is quoted for public trading in the United States or other international securities market and (ii) the Company's market capitalization (i.e., the number of issued and outstanding shares of common stock multiplied by the daily closing price) has exceeded Fifty Million Dollars ($50,000,000) for 90 consecutive trading days. These provisions, if exercised by the holders of the Series A, may significantly dilute the Company’s common stockholders after December 31, 2012.

NOTE: In addition to the above risks, businesses are often subject to risks not foreseen or fully appreciated by management.

Item 1B – UNRESOLVED STAFF COMMENTS

Smaller reporting companies are not required to provide the information required by this item.

Item 2 – PROPERTIES

The Company leases space at the ~~two~~ following ~~locations~~location:

LiveWire Energy

~~1260~~24845 N.Corbit ~~Hancock Street, Suite 105~~Place

~~Anaheim~~Yorba Linda, CA ~~92807~~92887

Chief ~~Operating~~Executive Officer, ~~Brad~~Bill ~~Nichols~~Hodson, works full -time at this location. This ~~location is 2~~60,~~400~~000 square ~~feet~~foot ~~of office~~ space ~~and~~serves isas ~~the~~our ~~Company’s~~manufacturing ~~headquarters for business operations~~base, ~~accounting~~order processing and ~~design~~fulfillment facility. ~~This~~ ~~space~~It ishas ~~shared~~extensive ~~with~~office ~~LiveWire~~space ~~Corp~~and ~~Communications,~~large ~~Inc~~warehouse areas. ~~who~~This ~~operates~~location aalso ~~full~~acts ~~time~~as ~~creative~~the ~~production~~base ~~shift~~of ~~during~~operations ~~the~~for ~~overnight~~event and ~~hours~~promotion efforts. ~~This~~The isCompany’s ~~our~~LiveWire ~~primary~~vehicle ~~means~~is ~~for~~stored ~~developing~~at ~~package,~~this ~~point~~location ofand ~~purchase~~the ~~displays~~space ~~(“POP”),~~is ~~and~~shared ~~sales~~with ~~material~~another ~~designs~~organization. Part-time ~~This~~employees ~~facility~~are ~~does~~used ~~not~~from ~~have~~time-to-time ~~the necessary warehouse capabilities~~ to ~~store~~satisfy ~~inventory~~order orprocessing ~~provide~~requirements ~~order~~and ~~fulfillment~~promotion events.

~~LiveWire~~This ~~Energy~~facility allows us to expand operations and add personnel as necessary in the future. Further, on an as needed basis, additional sales and business development efforts are performed by independent consultants located throughout the country.

1747 S Douglass Rd, Unit C

Anaheim, CA 92807

Chief Executive Officer, Bill Hodson, works full-time at this location. This 1,200 square foot space serves as our order processing and fulfillment facility. It has modest office space and large warehouse areas. This location also acts as the base of operations for event and promotion efforts. The Company’s LiveWire vehicle is stored at this location and it is not shared with any other organization. Part-time employees are used from time-to-time to satisfy order processing requirements and promotion events.

Both facilities allow us to expand operations and add personnel as necessary in the future. Further, on an as needed basis, additional sales and business development efforts are performed by independent consultants located throughout the country.

Table of Contents

Item 3 – Legal Proceedings

~~The~~In ~~Company~~the anormal ~~party~~course toof ~~any~~our ~~material~~business, we ~~pending~~may ~~legal~~periodically ~~proceedings~~become ~~and,~~subject to ~~the~~various ~~best~~lawsuits. ofHowever, ~~our~~there ~~knowledge,~~are currently no ~~such~~legal ~~action~~actions bypending against us or, ~~against~~to our ~~the~~knowledge, ~~Company~~are ~~has~~any ~~been~~such ~~threatened~~proceedings contemplated.

Item 4 – Mine Safety Disclosures

Not applicable

Table of Contents

PART II

Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock has the trading symbol LVVV. At present, our common stock is not eligible for the clearing and custody services of the Depository Trust Company. We are working to correct this situation. On May 5th and 6th, 2011, there were 105,000 shares of our common stock traded on the OTC market at prices between $.15 - $.20 per share. There has been no active trading in the Company's securities. As a result of the thin trading in the Company's stock, the Company believes that the price at which the Company's stock may trade on a given day does not necessarily represent fair value.

*On September 20, 2011, the Company changed its name and on October 7, 2011, the Company’s common stock began trading under the symbol “LVVV”.

	High		Low
FISCAL YEAR ENDED December 31, 2014
Fourth Quarter	$	0.02	$	0.01
Third Quarter	$	0.06	$	0.01
Second Quarter	$	0.12	$	0.04
First Quarter	$	0.15	$	0.03



FISCAL YEAR ENDED December 31, 2013

Fourth Quarter	$	0.05	$	0.02
Third Quarter	$	0.04	$	0.01
Second Quarter	$	0.07	$	0.02
First Quarter	$	0.20	$	0.06

	High		Low
FISCAL YEAR ENDED December 31, 2012
Fourth Quarter	$	0.9167	$	0.5417
Third Quarter	$	0.5417	$	0.1167
Second Quarter	$	0.1667	$	0.0083
First Quarter	$	0.0833	$	0.0083
FISCAL YEAR ENDED December 31, 2011
	$	1.25	$	0.0229
Fourth Quarter	$	3.075	$	1.25
Third Quarter	$	3.075	$	0.2083
Second Quarter	$	0.9167	$	0.1167
First Quarter

Holders

We had 88more than 300 stockholders of record of our common stock as of ~~March~~April 3129, ~~2013~~2015, including shares held in street name.

Dividends

We have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, general economic conditions and other pertinent factors. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

Securities Authorized For Issuance under Equity Compensation Plans

WeOn doMay ~~not~~1, ~~have~~2013, ~~any~~the ~~compensation~~Board ~~plan~~of ~~under~~Directors of ~~which~~the ~~equity~~Company ~~securities~~adopted ~~are~~and ~~authorized~~approved the 2013 Stock Incentive Plan (“2013 Plan”) whereby it reserved for issuance up to 7,500,000 shares of its common stock. The purpose of the Plan is to provide directors, officers and employees of, and consultants, to the Company with additional incentives by increasing their ownership in the Company. Directors, officers, employees and consultants of the Company are eligible to participate in the 2013 Plan. Incentive stock options may be granted only to employees of the Company. Options in the form of Non-Statutory Stock Options (“NSO”) may be granted under the 2013 Plan. Restricted Stock may also be granted under the 2013 Plan. On May 3, 2013, the Company filed Form S-8 with the SEC to register those 7,500,000 shares of common stock. On May 24, 2014, the Company filed Form S-8 with the SEC to register an additional 10,000,000 shares of common stock under the 2013 Plan. On May 24, 2014, the Company filed Form S-8 with the SEC to register an additional 10,000,000 shares of common stock under the 2013 Plan. On April 10, 2015, the Company filed Form S-8 with the SEC to register an additional 135,000,000 shares of common stock under the 2013 Plan.

Item 6 – Selected Financial Data

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Table of Contents

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis should be read in conjunction with our consolidated financial statements. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

We are engaged in the sale and marketing of energy chew products. Our product delivers a blend of ingredients that provides an energy boost similar to an energy drink, such as Red Bull or 5-Hour Energy, but is about the size of a Starburst candy. The product is not a gum; it dissolves quickly and is an alternative to drinks or shots.

The accounting rules we are required to follow permit us to recognize revenue only when certain criteria are met.

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various others assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our consolidated financial statements; we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:

Accounts Receivable – We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our recent loss history and an overall assessment of past due trade accounts receivable outstanding.

Inventories – Inventories are stated at the lower of cost to purchase and/or manufacture the inventory or the current estimated market value of the inventory. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand, production availability and/or our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market and economic conditions or other factors that may result in cancellations of advance orders or reductions in the rate of reorders placed by customers and/or continued weakening of economic conditions. Additionally, management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory.

Long-Lived Assets – Management regularly reviews property and equipment and other long-lived assets, including certain definite-lived identifiable intangible assets, for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment of property and equipment or amortizable intangible assets, then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated at the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks.

Revenue Recognition – We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Generally, ownership of and title to our products pass to customers upon delivery of the products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. Net sales have been determined after deduction of promotional and other allowances in accordance with ASC 605-50. Amounts received pursuant to new and/or amended distribution agreements entered into with certain distributors, relating to the costs associated with terminating our prior distributors, are accounted for as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years. Management believes that adequate provision has been made for cash discounts, returns and spoilage based on our historical experience.

Management believes that adequate provision has been made for cash discounts, returns and spoilage based on our historical experience.

Cost of Sales – Cost of sales consists of the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of our finished products and certain quality control costs. Raw materials account for the largest portion of the cost of sales.

Operating Expenses – Operating expenses include selling expenses such as distribution expenses to transport products to customers and warehousing expenses after manufacture, as well as expenses for advertising, commissions, sampling and in-store demonstration costs, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Operating expenses also include payroll costs, travel costs, professional service fees including legal fees, entertainment, insurance, postage, depreciation and other general and administrative costs.

Table of Contents

Income Taxes – We utilize the liability method of accounting for income taxes as set forth in ASC 740. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances we consider projected future taxable income and the availability of tax planning strategies. If in the future we determine that we would not be able to realize our recorded deferred tax assets, an increase in the valuation allowance would be recorded, decreasing earnings in the period in which such determination is made.

We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of December 31, ~~2012~~2014, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3:

Unobservable inputs for which there is little no market data, which require the use of the reporting entity’s own assumptions.

The Company did not have any Level 2 or Level 3 assets or liabilities as of December 31, ~~2012~~2014, with the exception of its convertible notes payable and derivative liability. The carrying amounts of these liabilities at December 31, ~~2012~~2014 approximate their respective fair value based on the Company’s incremental borrowing rate.

Cash is considered to be highly liquid and easily tradable as of December 31, ~~2012~~2014 and therefore classified as Level 1 within our fair value hierarchy.

In addition, FASB ASC 825-10-25 Fair Value Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

Table of Contents

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

ASC 815-40 provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

Results of Operations

Company Overview for the year ended December 31, ~~2012~~2014 and 2013

During the year ended December 31, ~~2012~~2014 and 2013, we incurred net losses of $4,183,518 and $1,~~702~~265,~~803~~936, respectively.

Comparison of the results of operations for the year ended December 31, ~~2012~~2014 and ~~2011~~2013

Sales . During the years ended December 31, ~~2012~~2014 and ~~2011~~2013, sales of our products amounted to $~~148~~238,~~034~~957 and $~~402~~146,~~340~~169, respectively. ~~The~~Our ~~decrease in our~~ sales inincreased ~~the 2012 period~~by $92,788 ~~resulted~~or ~~from~~63% ~~our~~due ~~initial distribution of product~~ to ~~new~~larger ~~customers in 2011. The~~ initial ~~distribution~~orders ~~resulted~~from infirst ~~a one~~ time ~~sale of approximately $275,000~~customers. ~~The Company has continued servicing the client in 2012 in order to maintain product levels.~~

Cost of goods sold. For the fiscal year ended December 31, ~~2012~~2014, cost of goods sold was $~~137~~240,~~017~~618 compared to $~~258~~93,~~476~~592 for the fiscal year ended December 31, ~~2011~~2013. Our ~~The~~increase ~~decrease~~of in$147,026 ~~our~~or 157% in cost of goods ~~sold~~is ina ~~the~~result ~~2012 periods, resulted from our initial distribution~~ of ~~product~~increase toin ~~new~~orders ~~customers~~and ina ~~2011.~~larger ~~The~~supply ~~initial~~of ~~distribution~~raw ~~resulted~~materials inand ainventory write-down ~~cost~~ of ~~approximately~~ $~~126~~78,~~000.~~541 ~~The~~during ~~Company has continued servicing the client in 2012 in order to maintain product levels~~2014.

Gross (loss) profit. For the fiscal year ended December 31, ~~2012~~2014, our gross ~~profit~~loss was $111,~~017~~661 (7.447% of revenue) compared to gross profit of $~~143~~52,~~864~~577 (~~35.76~~36% of revenue) for the fiscal year ended December 31, ~~2011~~2013. The decrease in ~~our~~ gross profit indollar ~~the~~amount ~~2012~~and ~~period~~in ~~resulted~~gross ~~from~~profit ~~our~~percentage ~~initial~~in ~~distribution~~2014 from of2013, ~~product~~is to a ~~new~~result ~~customer~~of inincreased ~~2011.~~cost ~~The~~of ~~one~~goods ~~time~~sold ~~sale resulted~~ in an2014 ~~increased~~due ~~gross~~to ~~profit~~inventory aswrite-down ~~compared~~of ~~to 2012~~$78,541.

Table of Contents

Costs and Expenses

General and Administrative. During the year ended December 31, ~~2012 and 2011~~2014, general and administrative expenses amounted to $12,~~605~~827,~~766~~508, as ~~and~~compared to $~~520~~869,~~262~~131 in the year ended December 31, ~~respectively~~2013, an increase of $1,958,377 or 225%. The increase in general and administrative expenses inwas ~~2012~~almost ~~resulted~~entirely ~~from~~due ~~increases~~to ~~in salaries~~$1, ~~legal expenses~~751,184 ~~accounting,~~of ~~contract labor,~~ stock based compensation ~~and~~in ~~office~~2014 ~~expenses~~compared to $0 in the corresponding period in 2013.

Selling Costs. During the ~~year~~years ended December 31, ~~2012~~2014 and ~~2011~~2013, selling costs amounted to $6955,~~930~~764 or 23% of sales and $1064,~~266~~678 or 44% of sales, respectively. The ~~increase~~dollar decrease in selling costs inis ~~2012~~attributable ~~resulted~~to ~~from~~efficiencies ~~increases~~gained inthrough ~~advertising~~higher ~~expenses~~sales volume.

Depreciation. During the ~~year~~years ended December 31, ~~2012~~2014 and ~~2011~~2013, depreciation expense amounted to $64,~~022~~658 and $37,~~900~~079, respectively. ~~The increase in depreciation expense in 2012 resulted from purchase of equipment of $16,700, offset with sale of equipment of $3,558.~~

~~Financing~~Other ~~expenses~~expense. During ~~were~~the ~~$21~~years ended December 31,~~022~~ in2014 ~~2012~~and ~~compared~~2013, toother expense totaled $2298,~~381~~786 ~~during~~and ~~2011~~$0 respectively. The ~~primary~~ increase is primarily due to ~~incurred~~the ~~increase~~write inoff ~~borrowings~~of subscription receivable totaling $45,000, loss of settlement of debt totaling $24,000, the issuance of common stock at a discount totaling $80,600 and the issuance of common stock for the purchase of Apple Rush trademarks totaling $84,000.

~~Loss~~Interest expense. onDuring ~~change~~the inyear ~~fair~~ended ~~value~~December of31, ~~derivative~~2014 ~~liability. As~~interest ~~described~~expense inincreased ~~our~~to ~~accompanying~~$653,916 ~~consolidated~~from ~~financial statements~~$59,196 weduring ~~issued~~the ~~convertible~~year ~~notes~~ended December ~~with~~31, ~~certain~~2013, ~~conversion~~an ~~features~~increase ~~that have certain reset provisions. All~~ of ~~which~~$594,720. weThe ~~are~~primary ~~required~~reason tofor ~~bifurcate from~~ the ~~host~~increase ~~financial~~is ~~instrument~~due ~~and mark~~ to ~~market each reporting period. We recorded~~ the ~~initial~~issuance ~~fair value~~ of ~~the~~shares ~~reset~~recorded ~~provision~~ as ainterest totaling ~~liability~~$614,200 ~~with~~in ~~an offset to equity or debt discount and subsequently mark to market~~ the ~~reset~~first ~~provision~~quarter ~~liability~~of ~~at each reporting cycle~~2014.

~~For~~Loss on settlement of debt. During the year ended December 31, ~~2012,~~2014 weloss ~~recorded~~on asettlement ~~net~~of ~~loss~~debt oftotaled $1054,~~977~~376 incompared ~~change~~to in$13,746 gain ~~fair~~on ~~value~~settlement of debt for the ~~derivative~~year ~~liability~~ended ~~including~~December ~~initial~~31, ~~non-cash~~2013. ~~interest as~~The ~~compared~~increase relates to ~~$nil~~the ~~for~~Company ~~the~~settling ~~same~~debts ~~period~~by issuing shares of common and preferred stock as well as the ~~previous~~forgiveness ~~year~~of approximately $45,000 in convertible debt.

Gain on change in fair value of derivative liability. As described in our accompanying consolidated financial statements, we issued convertible notes with certain conversion features that have certain reset provisions. All of which, we are required to bifurcate from the host financial instrument and mark to market each reporting period. We recorded the initial fair value of the reset provision as a liability with an offset to equity or debt discount and subsequently mark to market the reset provision liability at each reporting cycle.

For the year ended December 31, 2014, we recorded a loss of $61,030 in change in fair value of the derivative liability including initial non-cash interest as compared to a gain $65,544 for the year ended December 31, 2013. Also, the Company amortized beneficial conversion feature expense on convertible notes of $225,819 during the year ended December 31, 2014 as compared to $397,719 in 2013.

Going Concern

The Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have an accumulated deficit of $28,~~684~~134,~~995~~449 and our current liabilities exceeded our current assets by $~~905~~715,~~564~~162 as of December 31, ~~2012~~2014. We may require additional funding to sustain our operations and satisfy our contractual obligations for our planned operations. Our ability to establish the Company as a going concern is may be dependent upon our ability to obtain additional funding in order to finance our planned operations.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through increased sales of product and by sale of common shares. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources

During the year ended December 31, ~~2012~~2014, our cash flows from operations were not sufficient for us to meet our operating commitments. Our cash flows from operations continue to be, and are expected to continue to be, insufficient to meet our operating commitments.

Working Capital. As of December 31, ~~2012~~2014, we had a working capital deficit of $~~905~~715,~~564~~162 and cash of $21,~~110~~448, while at December 31, ~~2011~~2013 we had a working capital deficit of $~~790~~772,~~440~~935 and cash of $318,~~454~~342. The ~~increases~~decrease in our working capital deficit ~~are~~is primarily attributable to ~~our~~an ~~accounts~~increase ~~payable,~~in ~~notes~~current ~~payable~~assets, with ~~derivative~~a ~~liability and~~minimal ~~advances~~increase ~~from~~in ~~stockholders~~current liabilities in the current year versus the prior year. We do not expect our working capital deficit to decrease in the near future.

Cash Flow. Net cash used in or provided by operating, investing and financing activities for the years ended December 31, ~~2012~~2014 and ~~2011~~2013 were as follows:

	Year Ended December 31,
	2012			2011
	2014			2013
Net cash used in operating activities	$	(~~551~~757,~~299~~463	)	$	(~~238~~500,~~728~~167	)
Net cash (used in) provided by investing activities	$	(8,200	)	$	7,098
Net cash used in investing activities	$	(28,431	)	$	-
Net cash provided by financing activities	$	~~530~~779,~~155~~000		$	~~261~~506,~~271~~399

Net Cash Used in Operating Activities. The changes in net cash used in operating activities are attributable to our net ~~income~~loss adjusted for non-cash charges as presented in the consolidated statements of cash flows and changes in working capital as discussed above.

Net Cash Used in Investing Activities. Net cash used in investing activities for the year ended December 31, ~~2012~~2014 ~~and 2011~~ was related to purchases of equipment and ~~sales~~payments offor security ~~equipment~~deposits. There were no capital expenditures for the year ended December 31, 2013.

Net Cash Provided by Financing Activities. Net cash provided by financing activities relates primarily to cash received from sales of our common stock and issuance of our notes payable as well as capital contributions and advances from shareholders’.

810

Table of Contents

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements.

Inflation

The effect of inflation on the Company's revenue and operating results was not significant.

Contractual Obligations

None.

Recently Issued Accounting Pronouncements

~~The~~In May ~~Company~~2014, ~~has~~the ~~evaluated~~FASB ~~recent~~issued ~~accounting~~ASU ~~pronouncements~~2014-09, ~~issued~~"Revenue byfrom ~~the~~Contracts ~~FASB~~with Customers (~~including~~Topic ~~its~~606)," ~~Emerging~~which ~~Issues~~is ~~Task~~the ~~Force),~~new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the ~~AICPA~~consideration ~~and~~to which the ~~SEC~~company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and weinterim ~~have~~periods ~~not~~beginning ~~identified~~on ~~any~~or ~~that~~after ~~would~~December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a ~~material~~full ~~impact~~retrospective onapproach or a modified approach to adopt the guidance in the ASU. The Company’s ~~financial~~is ~~position,~~currently evaluating orthe ~~statements~~impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Item 7A – Quantitative and Qualitative Disclosures About Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and is not required to provide the information required under this item.

911

Table of Contents

Item 8 – Financial Statements and Supplementary Data

See pages F-1 through F-2320 following:

LIVEWIRE ERGOGENICS, INC.

DECEMBER 31, ~~2012~~2014

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS		PAGE NO.
Reports of Independent Registered Public Accounting Firms		F-1 - F-2
Consolidated Balance Sheets at December 31, 2012 and 2011		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011		F-4
Consolidated Statement of Stockholders’ Deficiency for the Two Years Ended December 31, 2012 and 2011		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011		F-6
Notes to the Consolidated Financial Statements		F-7 – F-23

Table of Contents

	Page


Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2014 and 2013		F-2
Consolidated Statements of Operations for the Years Ended December 31, 2014 and 2013		F-3
Consolidated Statement of Changes in Stockholders’ Deficit for the Two Years in the Period Ended December 31, 2014		F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013		F-5
Notes to the Consolidated Financial Statements		F-6

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders~~Shareholders of

LiveWire Ergogenics, Inc.

We have audited the accompanying consolidated balance sheets of LiveWire Ergogenics, Inc. (the “Company”) as of December 31, ~~2012~~2014 and 2013, and the related consolidated statements of operations, ~~stockholder~~stockholders’s ~~deficiency,~~deficit and cash flows for each of the ~~year~~two years in the period ended December 31, ~~2012~~ 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our ~~audit~~audits.

We ~~have~~ conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States ~~of America~~). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement. ~~The~~We ~~Company is not required to have, nor~~ were we not engaged to perform, an audit of ~~its~~the Company’s internal control over financial reporting. Our ~~audit~~audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~consolidated~~ financial statements., ~~An audit also includes~~ assessing the accounting principles used and significant estimates made by management, and ~~as well as~~ evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of LiveWire Ergogenics, Inc. asat of December 31, ~~2012~~2014 and 2013, and the results of ~~their~~its ~~operation~~operations and ~~their~~its cash ~~flow~~flows for each of the ~~year~~two years in the period ended December 31, ~~2012~~2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has sustained ~~substantial~~ net losses and ~~stockholders~~stockholder’s deficit. These conditions raise substantial doubt about ~~its~~the Company’s ability to continue as a going concern. Management’s plans ~~regarding~~in ~~those~~regards to these matters are also ~~are~~ described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM, LLP ~~RBSM, LLP Certified Public Accountants~~

~~New~~May ~~York~~8, NY2015

~~April~~New 16York, ~~2013~~New York

F-1

~~REPORT~~LiveWire OFErgogenics, ~~INDEPENDENT~~Inc. ~~REGISTERED~~Consolidated ~~PUBLIC~~Balance ~~ACCOUNTING FIRM~~Sheets

To the Board of Directors and Stockholders of

	December 31,			December 31,
	2014			2013

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,448		$	8,342
Accounts receivable, net		9,447			-
Inventory, net		47,128			46,234
Prepaid and other current assets		220,391			930
Total current assets		278,414			55,506

Property and equipment, net		7,799			7,456
Security deposits		23,430			-

Total assets	$	309,643		$	62,962

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	153,370		$	104,145
Accounts payable - related party		-			236,341
Deferred revenue		79,342			-
Due to others		23,015			-
Notes payable		235,700			165,096
Notes payable - related party		196,341			-
Convertible debentures, net		244,778			322,859
Derivative liability		61,030			-
Total liabilities		993,576			828,441

COMMITMENT AND CONTINGENCIES (SEE NOTE 8)		-			-

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 10,000,000 shares authorized
Series B convertible preferred stock, $0.0001 par value, 150,000 shares designated, 32,820 and 134,724 shares issued and outstanding at December 31, 2014 and 2013 respectively, liquidation preference is $1 per share		3			13
Series C convertible preferred stock, $0.0001 par value, 75 shares designated, 75 and 0 shares issued and outstanding at December 31, 2014 and 2013, respectively, liquidation preference is $200 per share		-			-
Common stock, $0.0001 par value, 200,000,000 and 100,000,000 shares authorized, respectively, 156,508,559 and 86,807,868 shares issued and outstanding at December 31, 2014 and 2013, respectively		15,651			8,681
Class A convertible common stock, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2014 and 2013		-			-
Subscription receivable		-			(45,000	)
Additional paid-in-capital		7,434,862			3,221,758
Accumulated deficit		(8,134,449	)		(3,950,931	)
Total stockholders' deficit		(683,933	)		(765,479	)

Total liabilities and stockholders' deficit	$	309,643		$	62,962

~~LiveWire~~The accompanying ~~Ergogenics,~~notes ~~Inc~~to the consolidated financial statements are an integral part of these statements.

We have audited the accompanying balance sheets of LiveWire Ergogenics, Inc. as of December 31, 2011, and the related statement of operations, stockholders' deficit and cash flows for the year ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LiveWire Ergogenics, Inc. as of December 31, 2011, and the results of their operations and their cash flows for the year ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and has a working capital and stockholders’ deficit. As more fully described in Note 3, these issues raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sherb& Co., LLP Sherb & Co., LLP Certified Public Accountants

New York, N.Y.

April 16, 2012

F-2

LiveWire Ergogenics, Inc. Consolidated Statements of Operations

Consolidated Balance Sheets

	For the years ended December 31,
	2014			2013

Income:
Sales	$	238,957		$	146,169
Cost of goods sold		240,618			93,592
Gross (Loss) Profit		(1,661	)		52,577

Operating Expenses:
Selling costs		55,764			64,678
General and administrative costs		2,827,508			869,131
Depreciation		4,658			7,079
Total Operating Expenses		2,887,930			940,888

Loss from operations		(2,889,591	)		(888,311	)

Other Expenses (Income):
Other expense		298,786			-
Loss (gain) on change in fair value of derivative liability		61,030			(65,544	)
(Gain) loss on settlement of debt		54,376			(13,746	)
Amortization of beneficial conversion feature		225,819			397,719
Interest expense		653,916			59,196
Total other expenses		1,293,927			377,625

Net Loss Before Provision for Income Taxes	$	(4,183,518	)	$	(1,265,936	)

Income Tax		-			-

Net Loss	$	(4,183,518	)	$	(1,265,936	)

Basic and diluted loss per share	$	(0.03	)	$	(0.02	)

Weighted average shares
outstanding - basic and diluted		133,042,823			75,068,775

	December 31,			December 31,
	2012			2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2,110		$	31,454
Accounts receivable, net		4,475			10,188
Inventory, net		46,897			44,979
Prepaid and other current assets		930			12,180
Total current assets		54,412			98,801
Property and equipment, net		14,535			7,595
Total assets	$	68,947		$	106,396
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	128,909		$	37,138
Accounts payable - Related party		543,553			737,182
Notes payable		162,380			67,400
Convertible debentures, net		6,636			-
Derivative liability		70,977			-
Advances from stockholders'		47,521			47,521
Total liabilities		959,976			889,241
STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value, 10,000,000 shares
authorized, 0 and 1,000,000 issued and outstanding
at December 31, 2012 and 2011, respectively		-			100
Common stock, $.0001 par value, 100,000,000 shares
authorized, 68,460,139 and 60,975,119 issued and
outstanding at December 31, 2012
and 2011, respectively		6,846			6,097
Subscription receivable		(45,000	)		-
Common stock to be issued		5			-
Additional paid-in-capital		1,832,115			193,150
Accumulated deficit		(2,684,995	)		(982,192	)
Total stockholders' deficit		(891,029	)		(782,845	)
Total liabilities and stockholders' deficit	$	68,947		$	106,396

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-3

LiveWire Ergogenics, Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Consolidated Statements of Operations

	Preferred Stock Series B						Preferred Stock Series C				Common Stock Series A						Common Stock				Common Stock to be Issued						Stock Subscription			Additional Paid in			Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			Shares		Amount		Shares			Amount			Receivable			Capital			Deficit			Total
Balances, December 31, 2012		-		$	-			-	$	-		-		$	-			68,460,139	$	6,846		50,400		$	5		$	(45,000	)	$	1,832,115		$	(2,684,995	)	$	(891,029	)

Shares issued for services		-			-			-		-		-			-			4,800,000		480		-			-			-			183,840			-			184,320

Shares issued for payment of notes payable		-			-			-		-		-			-			1,672,330		167		-			-			-			34,813			-			34,980

Shares issued for payment of convertible notes payable		-			-			-		-		-			-			11,591,523		1,160		-			-			-			140,340			-			141,500

Shares issued for interest of convertible notes payable		-			-			-		-		-			-			233,476		23		-			-			-			3,797			-			3,820

Shares issued for common stock to be issued		-			-			-		-		-			-			50,400		5		(50,400	)		(5	)		-			-			-			-

Preferred shares issued for conversion of notes payables and accrued expenses		134,724			13			-		-		-			-			-		-		-			-			-			134,711			-			134,724

Capital contribution		-			-			-		-		-			-			-		-		-			-			-			460,667			-			460,667

Extinguishment of derivative liability		-			-			-		-		-			-			-		-		-			-			-			216,911			-			216,911

Beneficial conversion feature in connection with convertible notes		-			-			-		-		-			-			-		-		-			-			-			214,564			-			214,564

Net loss for the year ended December 31, 2013		-			-			-		-		-			-			-		-		-			-			-			-			(1,265,936	)		(1,265,936	)

Balances, December 31, 2013		134,724		$	13			-	$	-		-		$	-			86,807,868	$	8,681		-		$	-		$	(45,000	)		3,221,758		$	(3,950,931	)	$	(765,479	)

Conversion of Series B Preferred shares to shares of common stock		(101,904	)		(10	)		-		-		-			-			3,112,955		311		-			-			-			(301	)		-			-

Series C Preferred shares isued for stock based compensation		-			-			75		-		-			-			-		-		-			-			-			24,000			-			24,000

Write down of subscription receivable		-			-			-		-		-			-			-		-		-			-			45,000			-			-			45,000

Class A common shares issued for conversion of debt		-			-			-		-		1,000,000			100			-		-		-			-			-			62,496			-			62,596

Conversion of Class A Common Stock to shares of Common Stock		-			-			-		-		(1,000,000	)		(100	)		1,000,000		100		-			-			-			-			-			-

Shares issued for stock based compensation		-			-			-		-		-			-			16,035,000		1,604		-			-			-			1,734,580			-			1,736,184

Shares issued for services and prepaid services		-			-			-		-		-			-			15,350,000		1,535		-			-			-			654,475			-			656,010

Shares issued for payment of notes payable		-			-			-		-		-			-			2,000,000		200		-			-			-			73,800			-			74,000

Shares issued for payment of convertible notes payable		-			-			-		-		-						11,297,365		1,130		-			-			-			249,170			-			250,300

Shares issued for interest of convertible notes payable		-			-			-		-		-			-			485,349		48		-			-			-			8,832			-			8,880

Shares issued for conversion of accrued expenses		-			-			-		-		-			-			431,428		43		-			-			-			46,551			-			46,594

Shares issued for cash		-			-			-		-		-			-			8,346,000		835		-			-			-			423,465			-			424,300

Shares issued for purchase of trademarks		-			-			-		-		-			-			4,000,000		400		-			-			-			83,600			-			84,000

Shares issued for interest expense		-			-			-		-		-			-			7,642,593		764		-			-			-			613,436			-			614,200

Loss on settlement of debt		-			-			-		-		-			-			-		-		-			-			-			24,000			-			24,000

Beneficial conversion feature in connection with convertible notes		-			-			-		-		-			-			-		-		-			-			-			215,000			-			215,000
																																					-
Net loss for the year ended December 31, 2014		-			-			-		-		-			-			-		-		-			-			-			-			(4,183,518	)		(4,183,518	)

Balances, December 31, 2014		32,820		$	3			75	$	-		-		$	-			156,508,558	$	15,651		-		$	-		$	-		$	7,434,862		$	(8,134,449	)	$	(683,933	)

	For the years ended
	December 31,
	2012			2011
Income
Sales	$	148,034		$	402,340
Cost of goods sold		137,017			258,476
Gross Profit		11,017			143,864
Operating Expenses
Selling costs		69,930			10,266
General and administrative Costs		1,605,766			520,262
Depreciation		6,202			3,900
Total Operating Expenses		1,681,898			534,428
Loss from operations		(1,670,881	)		(390,564)
Other Expenses (Income)
Loss on change in fair value of derivative liability		10,977			-
Gain on settlement of debt		(1,771	)		-
Gain on sale of property and equipment		(4,942	)		-
Amortization of debt discount		6,636			-
Interest expense		21,022			2,381
Net Loss Before Provision for Income Taxes	$	(1,702,803	)	$	(392,945	)
Income Tax		-			-
Net loss		(1,702,803	)		(392,945	)
Basic and diluted loss per share
	$	(0.03	)	$	(0.01	)
Weighted average shares
outstanding - basic and diluted		65,124,196			48,104,662

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-4

LiveWire Ergogenics, Inc. Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Stockholders' Deficit

	For the years ended
	December 31,
	2014			2013

Cash Flows From Operating Activities:
Net loss	$	(4,183,518	)	$	(1,265,936	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		4,658			7,079
Net loss (gain) on settlement of debt		79,401			(13,746	)
Change in fair value of derivative liability		61,030			(65,544	)
Amortization of beneficial conversion feature		225,819			397,719
Amortization of prepaid consulting fees		297,336			-
Common stock issued for services		210,850			184,320
Common stock issued for interest expense		614,200			3,820
Common stock issued for purchase of trademarks		84,000			-
Stock based compensation		1,751,184			-
Write off of subscription receivable		45,000			-
Bad debt provision		91,222			1,780
Discount on issuance of common stock		80,600			-
Change in operating assets and liabilities:
Accounts receivable, net		(100,669	)		2,695
Due to others		23,015			-
Inventory, net		(894	)		662
Prepaid and other current assets		(152,237	)		-
Accounts payable and accrued expenses		62,198			(4,016	)
Accounts payable - related party		(30,000	)		251,000
Deferred revenue		79,342			-
Net cash used in operating activities		(757,463	)		(500,167	)

Cash Flows From Investing Activities
Purchase of equipment		(5,001	)		-
Payments towards security deposits		(23,430	)		-
Net cash used in investing activities		(28,431	)		-

Cash Flows From Financing Activities
Proceeds from notes payable		177,700			180,000
Repayment of note payable		(28,000	)		(53,500	)
Proceeds from convertible notes payable		215,000			540,000
Repayment of convertible note payable		-			(151,000	)
Advance from stockholders		-			57,446
Repayment of advances from stockholders		-			(10,297	)
Repayment of shareholder loans		-			(56,250	)
Repayment of notes payable - related party		(10,000	)		-
Proceeds from issuance of common stock		424,300			-
Net cash provided by financing activities		779,000			506,399

Net (Decrease) Increase in Cash		(6,894	)		6,232

Cash at Beginning of Year		8,342			2,110

Cash at End of Year	$	1,448		$	8,342

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	-		$	15,023
Cash paid for income taxes	$	-		$	-

Non Cash Investing and Financing Activities
Beneficial conversion feature on convertible notes	$	215,000		$	425,500
Preferred shares issued for conversion/payment of notes payable	$	-		$	134,724
Conversion of accounts payable - related party to convertible notes payable	$	-		$	90,045
Common stock issued for payment of notes payable	$	50,000		$	34,980
Common stock issued for payment of convertible notes payable	$	250,300		$	141,500
Conversion of interest to note payable	$	-		$	7,500
Conversion of note payable to Class A common stock	$	20,596		$	-
Conversion of Class A common stock to common stock	$	100		$	-
Accounts payable and accrued expenses settled by issuance of common stock	$	12,973		$	-
Conversion of accounts payable - related party to notes payable - related party	$	206,341		$	-
Common stock issued for prepaid consulting services	$	364,560		$	-
Conversion of Series B preferred stock to common stock	$	10		$	-
Capital contribution related to accrued expenses	$	-		$	460,667
Reclassification of derivative liabilities to additional paid-in capital on conversion of debt	$	-		$	216,911
Common stock issued for conversion of interest	$	8,880		$	-

	Preferred Stock						Common Stock				Common stock to be issued				Stock			Additional						Total
	Shares			Amount			Shares		Amount		Shares		Amount		Subscription Receivable			Paid-in Capital			Accumulated Deficit			Stockholders' Deficit
Balance, December 31, 2010 (Restated and adjusted for stock split)		-		$	-			36,000,000	$	3,600		-	$	-	$	-		$	109,400		$	(589,247	)	$	(476,247	)
Capital contributions		-			-			-		-		-		-		-			15,000			-			15,000
Recapitalization		-			-			23,920,235		2,392		-		-		-			(205,545	)		-			(203,153	)
Preferred Series A shares issued on July 19, 2011		1,000,000			100			-		-		-		-		-			99,900			-			100,000
Shares issued for payment of notes payable								1,054,884		105		-		-		-			174,395						174,500
Net loss																			-			(392,945	)		(392,945	)
Balance, December 31, 2011		1,000,000			100			60,975,119		6,097		-		-		-			193,150			(982,192	)		(782,845	)
Subscription receivable		-			-			216,000		22		-		-		(45,000	)		53,978			-			9,000
Shares issued for payment of notes payable		-			-			162,000		16		-		-		-			25,213			-			25,229
Shares issued for cash		-			-			1,307,620		131		-		-		-			326,445			-			326,576
Shares issued for accounts payable		-			-			39,750		4		-		-		-			7,621			-			7,625
Shares issued for accounts payable - related parties		-			-			1,581,364		158		-		-		-			395,183			-			395,341
Shares issued for accrued salaries		-			-			1,256,688		126		-		-		-			209,322			-			209,448
Shares issued for compensation		-			-			2,921,598		292		-		-		-			608,508			-			608,800
Common stock to be issued		-			-			-		-		50,400		5		-			12,595			-			12,600
Cancellation of preferred series A shares issued on July 19, 2011		(1,000,000	)		(100	)		-		-		-		-		-			100			-			-
Net loss		-			-			-		-		-		-		-			-			(1,702,803	)		(1,702,803	)
Balance, December 31, 2012		-		$	-			68,460,139	$	6,846		50,400	$	5	$	(45,000	)	$	1,832,115		$	(2,684,995	)	$	(891,029	)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-5

~~Consolidated~~LIVEWIRE ~~Statements~~ERGOGENICS ~~of Cash Flows~~INC.

	For the Years ended
	December 31,
	2012			2011
Cash Flows From Operating Activities:
Net loss	$	(1,702,803	)	$	(392,945	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		6,202			3,900
Common stock issued for services		608,800			-
Change in fair value of derivative liability		10,977			-
Amortization of debt discount		6,636			-
Gain on settlement of debt		(1,771	)		-
Bad debt expense		37,484			-
Gain on sale of property and equipment		(4,942	)		-
Change in operating assets and liabilities:
Accounts receivable		(31,771	)		(2,908	)
Inventory		(1,919	)		(40,980	)
Prepaid and other assets		11,250			(12,181	)
Accounts payable		308,846			7,386
Accounts payable - related parties		201,712			199,000
Net cash used in operating activities		(551,299	)		(238,728	)
Cash Flows From Investing Activities
Cash received upon recapitalization		-			10,088
Purchase of equipment		(16,700	)		(2,990	)
Sale of equipment		8,500			-
Net cash (used in) provided by investing activities		(8,200	)		7,098
Cash Flows From Financing Activities
Proceeds from notes payable		89,580			391,500
Proceeds from convertible notes payable		60,000			(150,000	)
Advance from stockholders		42,400			12,181
Repayment of advances to stockholders		-			(7,410	)
Share issued for cash		326,575			-
Proceeds from subscription receivable		9,000			-
Proceeds from common stock to be issued		12,600			-
Repayment of note payable		(10,000	)		-
Capital contributions		-			15,000
Net cash provided by financing activities		530,155			261,271
Net (decrease) increase in Cash		(29,344	)		29,641
Cash at Beginning of Year		31,454			1,813
Cash at End of Year	$	2,110		$	31,454
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	-		$	2,726
Cash paid for income taxes	$	-		$	-
Cancellation of preferred shares	$	100		$	-
Shares and warrants issued for accounts payable	$	7,625		$	-
Shares and warrants issued for accounts payable - related parties	$	395,341		$	-
Shares and warrants issued for accrued salaries	$	209,448		$	-
Series A shares issued for payment of accounts payable	$	-		$	100,000
Common stock issued for payment of notes payable	$	25,229		$	174,500
Beneficial conversion feature on convertible notes	$	60,000		$	-
Stock subscription receivable	$	45,000		$	-

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-6

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2014

NOTE 1 – BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The Company

LiveWire MC2, LLC (“LVWR”) was organized under the laws of the State of California on January 7, 2008 as a limited liability company. LVWR was formed for the purpose of developing and marketing consumable energy supplements. LVWR adopted December 31 as the fiscal year end.

On June 30, 2011, LVWR, together with its members, entered into a purchase agreement (the “Purchase Agreement”), for a share exchange with SF Blu Vu, Inc., (“SF Blu”), a public Nevada shell corporation. SF Blu Vu Inc. was formed in Nevada on October 9, 2007 under the name Semper Flowers, Inc. On May 15, 2009, ~~the~~Semper ~~Company~~Flowers, Inc. changed its name to SF Blu Vu, Inc. The Purchase Agreement was ultimately completed on August 31, 2011. Under the terms of the ~~purchase agreement (the “~~Purchase Agreement”), SF Blu issued 36,000,000 (30,000,000 shares pre stock split of 1 additional share for every five shares held) of their common shares for 100% of the members’ interest in LVWR. Subsequent to the Purchase Agreement, the members of LVWR owned 60% of common shares of SF Blu, effectively obtaining operational and management control of SF Blu. For accounting purposes, the transaction has been accounted for as a reverse acquisition under the purchase method of business combinations, and accordingly the transaction has been treated as a recapitalization of LVWR, the accounting acquirer in this transaction, with SF Blu (the shell) as the legal acquirer.

Subsequent to the Purchase Agreement being ~~the financial statements presented are those of LVWR~~completed, as if the Purchase Agreement had been in effect retroactively for all periods presented. Immediately following completion of the Purchase Agreement, LVWR and their stockholders had effective control of SF Blu ~~even~~as ~~though SF Blu had acquired LVWR. For accounting purposes, LVWR will be deemed to be~~ the ~~accounting~~legal acquirer inand ~~the~~surviving ~~transaction and~~company, ~~consequently,~~together ~~the~~with ~~transaction~~their ~~will~~controlling bestockholders ~~treated~~from ~~as a recapitalization of~~ LVWR ~~i.e., a capital transaction involving~~ changed the ~~issuance~~name of ~~shares by~~ SF Blu ~~for~~to ~~the~~LiveWire ~~members’~~Ergogenics, ~~interest in LVWR~~Inc. ~~Accordingly,~~(“LiveWire”) ~~the~~on ~~assets,~~September ~~liabilities and results of operations of LVWR~~20, ~~became~~ ~~the~~2011. ~~historical financial statements of SF Blu at the closing of the Purchase Agreement~~Hereafter, ~~and~~ SF Blu~~’s assets~~, ~~liabilities and results of operations have been consolidated with those of~~ LVWR ~~commencing as of August 31~~, ~~2011,~~or ~~the~~LiveWire are ~~date~~referred ~~the~~to ~~Purchase~~as ~~Agreement closed. SF Blu is considered~~ the ~~accounting acquiree~~“Company”, orunless ~~legal~~specific ~~acquiror,~~reference ~~in this transaction. No step-up in basis or intangible assets or goodwill will be recorded in this transaction. As this transaction~~ is ~~being~~made ~~accounted for as a reverse acquisition, all direct costs of the transaction have been charged~~ to ~~additional~~an ~~paid-in~~individual ~~capital~~entity. ~~All professional fees and other costs associated with transaction have been charged to additional paid-in-capital.~~

Subsequent to the Purchase Agreement being completed, SF Blu as the legal acquiror and surviving company, together with their controlling stockholders from LVWR changed the name of SF Blu to LiveWire Ergogenics, Inc. (“LiveWire”) on September 20, 2011. Hereafter, SF Blu, LVWR, or LiveWire are referred to as the “Company”, unless specific reference is made to an individual entity.

F-7

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 1 – BASIS OF PRESENTATION AND NATURE OF OPERATIONS (CONTINUED)

In contemplation, and in connection with the Purchase Agreement, the Company’s directors on July 19, 2011 adopted resolutions determining the Designations, Rights and Preferences of the Series A Preferred Stock (“Series A”) consisting of One Million (1,000,000) shares. The Series A is senior to the common stock and all other shares of Preferred Stock that may be later authorized. Each outstanding share of Series A has One Thousand (1,000) votes on all matters submitted to the stockholders and votes with the common stock on all matters. The Series A shares vote separately as a class has the right to elect three persons to serve on the board of directors. The shares of Series A (i) do not have a liquidation preference; (ii) do not accrue, earn, or participate in any dividends; (iii) are not subject to redemption by the Corporation; and (iv) each share of Series A has one thousand (1,000) votes per share and votes with the common stock on all matters. As such, the Series A has voting control of the Company and may use its majority control to affect the interests of the Company’s common stockholders.

After December 31, 2012, each outstanding share of Series A may be converted, at the option of the owner, into fifty (50) shares of the Company's common stock; provided however, that no conversion shall be permitted unless (i) the Company's common stock is quoted for public trading in the United States or other international securities market and (ii) the Company's market capitalization (i.e., the number of issued and outstanding shares of common stock multiplied by the daily closing price) has exceeded Fifty Million Dollars ($50,000,000) for 90 consecutive trading days. These provisions, if executed by the holders of the Series A, may significantly dilute the Company’s common stockholders after December 31, 2012.

On July 19, 2011, the Company issued 1,000,000 shares of the newly created Series A to Weed & Co. LLP, (“Weed & Co”) or its designee, in exchange for a $100,000 reduction of the outstanding accounts payable, being the equivalent of One Cent ($0.1) per share of Series A. Weed & Co., had provided legal services to SF Blu as a shell prior to the Purchase Agreement, and to the Company subsequent to the Purchase Agreement. Subsequent to the issuance of the Series A, Weed & Co assigned the Series A to a third party. On July 21, 2011 in connection with this Series A issuance, a Contingent Option Agreement (“Contingent Option”) was entered into between the two primary members of LVWR and the holder of the issued Series A. Under the terms of this Contingent Option the holder of the Series A is not allowed to transfer, sell or borrow against the Series A shares. Under the Contingent Option the two members of LVWR could purchase the issued Series A under the following circumstances:

- Provided that LVWR becomes a subsidiary of a public entity any time prior to December 31, 2012, the two members of LVWR could purchase the Series A for $400,000. - Provided that LVWR becomes a subsidiary of a public entity, and that entity has not secured an investment of $350,000 prior to December 31, 2011 or March 31, 2012, the two members of LVWR could purchase the Series A for $2. - Provided that LVWR becomes a subsidiary of a public entity, and that entity has not secured an investment of $600,000 prior to June 30, 2012, the two members of LVWR could purchase the Series A for $2. - Provided that LVWR becomes a subsidiary of a public entity, and that entity has not secured an investment of $850,000 prior to December 31, 2012, the two members of LVWR could purchase the Series A for $2.

F-8

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 1 – BASIS OF PRESENTATION AND NATURE OF OPERATIONS (CONTINUED)

- Provided that LVWR becomes a subsidiary of a public entity, and that entity reports cumulative gross revenue of $600,000 by June 30, 2012, the two members of LVWR could purchase the Series A for $2. - Provided that LVWR becomes a subsidiary of a public entity, and that entity reports cumulative gross revenue of $1,500,000 by December 31, 2012, the two members of LVWR could purchase the Series A for $2. - Provided that LVWR becomes a subsidiary of a public entity, and that entity secures funding in excess of $200,000 through the efforts of the two members, then the two members of LVWR could purchase the Series A for $2.

Based on the above noted terms of the Contingent Option the Company accounted for the issued Series A, similar to that of the 36,000,000 (30,000,000 shares pre stock split of 1 additional share for every five shares held) shares of common stock issued with the Purchase Agreement, as the terms of the Contingent Option are effectively made to ensure that the Series A, and any benefit there under, would ultimately reside with the LVWR members. Accordingly, the Series A are treated as having been issued by the accounting acquirer, or LVWR, since inception for all periods presented.

In March 2012, Bill Hodson and Brad Nichols exercised their rights under the Contingent Option Agreement dated July 21, 2011 with Rick Darnell. Based upon the Agreement and fulfillment of contingencies in the Agreement, Bill Hodson and Brad Nichols each acquired 500,000 shares of the Series A from Rick Darnell for $2.00.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Advertising

Advertising is expensed as incurred and is included in selling costs on the accompanying consolidated statements of operations. Advertising and marketing expense for the years ended December 31, ~~2012~~2014 and ~~2011~~2013 was approximately $7055,~~000~~700 and $764,~~000~~700, respectively.

F-9

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. At December 31, ~~2012~~2014 and ~~2011~~2013, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amount of $2349,~~583~~153 and $628,~~732~~098, respectively.

Basis of Accounting

These consolidated financial statements have been prepared ~~using~~in ~~the~~accordance ~~basis~~with of accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial statements and with Form 10-K and article 8 of the Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. There were no cash equivalents at December 31, ~~2012~~2014 and ~~2011~~2013.

Use of Estimates

The preparation of the financial statements in conformity with ~~accounting~~U.S. ~~principles~~GAAP ~~generally accepted in the United States~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Derivative Liabilities

F-6

F-10

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventory

Inventory is stated at the lower of cost or market value using the FIFO method. Inventory consists primarily of finished goods and packaging materials and production supplies, i.e., packaged consumable energy supplements, manufactured under contract, and the wrappers and containers they are sold in. A periodic inventory system is maintained by 100% count. Inventory is replaced periodically to maintain the optimum stock on hand available for immediate shipment.

Inventory is shown on the balance sheet net of a reserve, which represents older packaging that may still be used as samples. The Company does not anticipate taking additional inventory reserves in the future.

Fair Value of Financial Instruments

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

Cash is considered to be highly liquid and easily tradable as of December 31, ~~2012~~2014 and therefore classified as Level 1 within our fair value hierarchy.

Convertible Instruments

F-7

Income Taxes

Prior to the Purchase Agreement LVWR was taxed as a limited liability company, which is a ‘pass through entity’ for tax purposes. Taxable income flowed through to its members, and income taxes were not levied at the company level. Subsequent to the reverse merger LVWR became a subsidiary of the SF Blu and is taxed at the Company’s marginal corporate rate. The Company accounts for income taxes under the provisions of ASC Section 740-10-30, which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in their consolidated financial statements or tax returns.

F-11

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock Based Compensation

WeThe ~~account~~Company accounts for the grant of stock options and restricted stock awards in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation.

Recognition of Revenue

Sales are recorded at the time title of goods sold passes to customers, which based on shipping terms which generally occurs when the product is shipped to the customer and collectability is reasonably assured. Based on prior experience, the Company reasonably estimates its sales returns and warranty reserves. Sales are presented net of discounts and allowances. Discounts and allowances are determined when a sale is negotiated. The Company does not grant price adjustments after a sale is complete. The Company warrants its products sold on the internet with a right of exchange by means of an approved Return Merchandise Authorization (RMA). Returns of unused merchandise are similarly authorized. Warranty and return policy for product sold through retail distribution channels is negotiated with each customer.

The Company’s revenue is primarily derived from sales of their consumable energy supplement products through distributors who distribute their products to retailers. The Company also sells their products directly to consumers; this is normally done through internet sales. This portion of their sales is minimal.

Deferred revenue is comprised of advances from customers, which will be applied toward future invoices within one year. As of December 31, 2014 and 2013, the balance was $79,342 and $0, respectively.

Cost of Sales

Cost of sales consists of the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of our finished products and certain quality control costs. Raw materials account for the largest portion of the cost of sales.

Operating Expenses

Operating expenses include selling expenses such as distribution expenses to transport products to customers and warehousing expenses after manufacture, as well as expenses for advertising, commissions, sampling and in-store demonstration costs, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Operating expenses also include payroll costs, travel costs, professional service fees including legal fees, entertainment, insurance, postage, depreciation and other general and administrative costs.

Shipping costs

Shipping costs are included in cost of goods sold and totaled approximately $1826,~~827~~600 and $136,~~084~~300 for the ~~year~~years ended December 31, ~~2012~~2014 and ~~2011~~2013, respectively.

F-8

Earnings (loss) per common share

The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation, plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding, is not presented separately as it is anti-dilutive. Such securities, shown below, presented on a common share equivalent basis and outstanding as of December 31, ~~2012~~2014 and ~~2011~~2013 have been excluded from the per share computations:

	For the Years Ended
	December 31,
	2012		2011
	2014		2013
Convertible Notes Payable		~~471~~11,~~698~~215,075		-15,806,849
Warrants		56,~~805~~680,002		-6,680,002
Series B Preferred Stock		32,820		134,724
Series C Preferred Stock		600,000		-

Long Lived Assets

The Company follows Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires those long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Reclassification

Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no effect on reported net loss.

Principles of Consolidation

The accompanying consolidated financial statements for the year ended December 31, 2014, include the accounts of the Company and its wholly-owned subsidiary LiveWire MC2, LLC (“LVWR”). All significant intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

AIn May ~~variety~~2014, ofthe ~~accounting~~FASB ~~standards~~issued ~~have~~ASU ~~been~~2014-09, ~~issued~~"Revenue orfrom ~~proposed~~Contracts bywith ~~FASB~~Customers (Topic 606)," which is the new comprehensive revenue recognition standard that dowill ~~not~~supersede ~~require~~all ~~adoption~~existing ~~until~~revenue arecognition ~~future~~guidance ~~date~~under GAAP. WeThe ~~regularly~~standard's ~~review~~core ~~all~~principle is ~~new~~that ~~pronouncements~~a company will recognize revenue when it transfers promised goods or services to a customer in an amount that ~~have~~reflects the ~~been~~consideration ~~issued~~to ~~since~~which the ~~filing~~company ofexpects ~~our~~to ~~Form~~be ~~10-K~~entitled in exchange for ~~the~~those ~~year~~goods ~~ended~~or ~~December~~services. ~~31,~~This ~~2011~~ASU tois ~~determine~~effective ~~their~~for annual ~~impact,~~and ifinterim ~~any,~~periods beginning on ~~our~~or ~~consolidated~~after ~~financial~~December ~~statements.~~15, ~~The~~2016, ~~Company~~and ~~does~~early adoption is not ~~expect~~permitted. ~~the~~Entities ~~adoption~~will ofhave ~~any~~the option of ~~these~~using ~~standards~~either toa ~~have~~full retrospective approach or a ~~material~~modified approach to adopt the guidance in the ASU. The Company is currently evaluating the impact ~~once~~of ~~adopted~~adopting this guidance.

FIn June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period." This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

~~LiveWire~~In ~~Ergogenics~~August ~~Inc~~2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements.

~~NOTES~~There TOare ~~THE~~various ~~CONSOLIDATED~~other ~~FINANCIAL~~updates ~~STATEMENTS~~recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

DECEMBER 31, 2012

NOTE 3 – GOING CONCERN

~~Going~~The ~~Concern~~Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a net loss of $4,183,518 for the year ended December 31, 2014, and has an accumulated deficit of $8,134,449 as of December 31, 2014. The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a net loss of $1,702,803 for the year ended December 31, 2012, and has an accumulated deficit of $2,684,995 as of December 31, 2012. The Company has not yet established an adequate ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.F-9

NOTE 4 – PROPERTY AND EQUIPMENT

	December 31,			December 31,
	2012			2011
	2014			2013
Equipment (Automobiles)	$	26,338		$	13,196
Equipment	$	27,780		$	26,338
Accumulated depreciation		(1119,~~803~~981	)		(518,~~601~~882	)
Total	$	147,~~535~~799		$	7,~~595~~456

~~Equipment~~Property and equipment is stated at cost less accumulated depreciation and depreciated using straight line methods over the estimated useful lives of the related assets ranging from three to five years. Maintenance and repairs are expensed currently. The cost of normal maintenance and repairs is charged to operations as incurred. Major overhaul that extends the useful life of existing assets is capitalized. When equipment is retired or disposed, the costs and related accumulated depreciation are eliminated and the resulting profit or loss is recognized in income.

Depreciation expense amounted to $64,~~202~~ 658 and $37,~~900~~079 for the years ended December 31, ~~2012~~2014 and ~~2011~~2013, respectively. During the year ended December 31, ~~2012~~2014, the Company ~~sold~~ purchased equipment ~~worth $3,558~~ for cash oftotaling ~~$8,500~~approximately ~~and recorded a gain on sale of equipment of~~ $45,~~942~~000. ~~There was no such gain recorded during the year ended December 31, 2011.~~

F-13

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 5 – INVENTORY

The Company outsources the manufacturing of their consumable energy supplements. The wife of the Company’s CEO owns approximately 8% of this food outsource producer. The Company believes that they are a minor customer of this outsource producer and that production terms with this outsourcer are conducted on an arms-length basis.

	December 31,			December 31,
	2012			2011
	2014			2013
Finished Goods	$	620		$	5,551
Finished goods	$	117,376		$	423
Packaging materials and production supplies		6626,~~911~~192			4466,~~428~~445
		67,531			49,979
		143,568			66,868
Reserve on inventory		(2096,~~634)~~440	)		(520,~~000~~634	)
	$	4647,~~897~~128		$	4446,~~979~~234

NOTE 6 – ~~RELATED~~COSTS ~~PARTY~~INCURRED ~~TRANSACTIONS~~IN ~~AND~~CONNECTION ~~LOANS~~WITH ~~FROM~~APPLE RUSH ~~STOCKHOLDERS~~TRANSACTION

~~During~~Pursuant to the ~~year~~8-K ~~ended~~filed ~~December~~on 31August 14, ~~2012~~2014 on Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 20, 2014, the Company ~~incurred~~reported that ~~$88~~“on May 13,~~545~~ in2014 ~~legal~~the ~~fees~~Company ~~payable~~completed the acquisition of a majority stake of Apple Rush Company, Inc. (“Apple Rush”), pursuant to a ~~related~~Memorandum ~~party~~of ~~Weed~~Understanding &which Cothe Company had disclosed on Form 8-K filed on March 10, ~~LLP~~2014”. Due ~~This~~to ~~company~~the iscomplicated ~~controlled~~and bydifficult ~~Richard~~nature ~~Weed~~of the due diligence and other requirements to complete the transaction, anthe ~~officer~~Company has decided not to go ahead with the Apple Rush transaction. As a result, the costs incurred totaling $64,549 related to the Apple Rush transaction were expensed and are included in other expenses on the consolidated statements of operations. On October 14, 2014, the Company issued 4,000,000 shares of common stock, in connection with the purchase of Apple Rush trademarks, valued at $84,000 pursuant to fair market value of the shares issued on the day of the agreement and charged to operations since the Company has not decided to go ahead with the Apple Rush transaction.

~~The~~NOTE ~~Company~~7 ~~incurred~~– ~~$18,000~~RELATED ~~during~~PARTY ~~the~~TRANSACTIONS AND ~~year~~LOANS ~~ended~~FROM ~~December 31, 2012, payable to Richard Weed for his services to SF Blu as an officer.~~STOCKHOLDERS

~~$160,500~~Included in ~~accounts~~convertible notes payable as -of ~~related~~December ~~parties~~31, ~~due~~2014 toand ~~Weed~~2013, &$0 ~~Co.~~and ~~was~~$70,045, ~~settled during the quarter ended March 31~~respectively, ~~2012~~related ~~with~~to ~~the~~legal ~~issuance~~fees ofpayable ~~642,000~~to ~~(535,000~~a ~~shares~~related ~~pre~~party ~~stock~~Richard ~~split~~Weed ofand Weed 1& ~~additional share~~Co. ~~for~~During ~~every~~the ~~five~~year ~~shares~~ended ~~held)~~December ~~shares~~31, of2014 the Company’s ~~common~~issued ~~stock and 642~~1,~~000 (535~~500,000 ~~Class~~shares Aof ~~warrants~~its ~~pre~~common stock ~~split of 1 additional share~~ for ~~every~~conversion ~~five~~of $24,300 ~~shares~~and ~~held)~~the ~~Class~~balance Aof ~~warrants. These warrants are exercisable at~~ $145,745 ~~per~~was ~~share~~forgiven ~~and~~by ~~expire~~the ~~January~~note ~~31, 2016~~holder.

Included in accounts payable – related parties as of December 31, 2012 and 2011 is $236,341 and $469,682, respectively, payable to an entity owned by the controlling shareholders of the Company. The related entity provides marketing and product development costs and general and administrative expenses to the Company. During 2012, $234,841 was converted into 939,364 (782,803 shares pre stock split of 1 additional share for every five shares held) shares of the Company’s common stock and 939,364 (782,803 Class A warrants pre stock split of 1 additional share for every five shares held) Class A warrants. These warrants are exercisable at $1 per share and expire January 31, 2016.F-10

~~Included~~Also included in accounts payable – related parties as of December 31, ~~2012~~2014 and ~~2011~~2013, $0 and $236,341, respectively, payable to an entity owned by the controlling shareholders of the Company. ~~has~~The ~~accrued~~decrease ~~approximately~~in ~~$217,000~~accounts ~~and~~payable ~~$140,000~~– ofrelated ~~deferred~~party ~~salary~~is ~~under~~due ~~two~~to ~~employment~~a ~~agreements~~reclassification ~~entered~~of ~~into~~accounts ~~with~~payable to a note payable related party for the ~~Company’s~~amount ~~CEO~~of $206,341. The related entity provides marketing and product development costs and general and administrative expenses to the Company’s. ~~President~~During inthe ~~conjunction~~year ~~with~~ended December 31, 2014, the ~~Purchase~~Company ~~Agreement~~repaid $10,000 in cash.

As of December 31, ~~2012~~2014 and ~~2011~~2013 the Company, CEO and President advanced $~~42,400~~0 and $043,596, respectively. ~~These~~During ~~advanced~~the ~~loans~~year ~~are~~ended ~~unsecured~~December 31, ~~due~~2014, ~~upon~~the ~~demand~~Company repaid $23,000 in cash and ~~bear~~issued no1,000,000 ~~interest~~shares of Class A common stock to convert the balance of $20,596 valued at $67,000. In addition, the $4,404 was recorded as a stock based compensation and $42,000 was recorded as a loss on settlement of debt during the year ended December 31, 2014. During the year ended December 31, 2014, the Company’s CEO and President received compensation of $15,000 in connection with a certain sale.

~~Stockholders~~NOTE ~~advance~~8 ~~loans~~– toCOMMITMENTS ~~the~~AND ~~Company from time to time to provide financing for operations.~~CONTINGENCIES

	December 31,		December 31,
	2012		2011
Advances from stockholders	$	47,521	$	47,521

Advances from stockholders carry no interest, have no terms of repayment or maturity, and are payable on demand.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

On July 1, 2011 the Company entered into an agreement with a stockholder whereby the stockholder would provide legal services at a monthly rate of $10,000. The term of the agreement is one year.

F-14

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 7 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

Employment Agreements

On July 20, 2011 the Company entered into two employment agreements. The agreements have a five year term and may be terminated upon mutual agreement. The salary associated with each of the agreements is $260,000 annually, Aa portion of which will be paid in cash and a portion of which will be deferred until the Company achieves certain levels of sales and or enters into a merger, purchase or sale agreement and or if the Company is sold.

During the year ended December 31, 2012, a total of $209,448, due under these employment agreements, were converted into 1,256,688 (1,047,240 shares pre stock split of 1 additional share for every five shares held) shares of the Company’s common stock and Class A warrants to purchase 1,256,688 (1,047,240 Class A warrants pre stock split of 1 additional share for every five shares held) shares of the Company’s common stock at $1 per ~~shares~~share. These warrants expire on January 31, 2016.

On September 3, 2013, Bill Hodson, the chief executive officer, and Brad Nichols, the president of the Company, agreed to forgive their deferred salaries to date, the total amount of which is $460,667, and shall no longer hold the Company responsible for payment of that amount. This has been recorded as a capital contribution. In addition, Mr. Hodson and Mr. Nichols agreed to change the terms of their employment agreements to a salary of $1 per year. All other details of the employment agreements shall remain in full effect.

Litigation

The Company is subject to certain legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

NOTE 89 – NOTES PAYABLE

On ~~September~~April 922, ~~2011~~2014, the Company ~~entered~~issued a ~~into~~non-interest anbearing ~~unsecured~~promissory note for $10206,~~000~~341 ~~note~~to a related party as settlement of the accounts payable- ~~that~~related party. The principal is payable onevery ~~demand~~90 ~~and~~days ~~bears~~beginning ~~interest~~on September 30, 2014 at 6%the rate of $25,000 per ~~year~~quarter until ~~repaid~~the balance is zero. As of December 31, 2014, the remaining balance of this note payable is $196,341. This note is technically in ~~full~~default but the Company has an understanding with the note holder that payments will be made when the Company is able to do so.

On ~~October~~April 1522, ~~2011~~2014, the Company ~~entered~~issued a ~~into~~promissory annote ~~unsecured~~for $15150,000 ~~note~~to ~~payable~~a ~~that~~third party for cash, which is ~~payable~~due on ~~demand~~October ~~and~~22, ~~bears~~2014. ~~interest~~Interest accrued at 6a rate of 12% per annum. ~~year~~Monthly ~~until~~interest ~~repaid~~payments of $1,500 is payable every 30 days beginning on May 22, 2014. This note is technically in ~~full~~default but the Company has an understanding with the note holder that payments will be made when the Company is able to do so.

OnDuring ~~November~~the ~~17,~~year ~~2011~~ended December 31, 2014, the Company ~~entered~~repaid ~~into an unsecured~~ $25,000 ~~note~~in ~~payable~~cash ~~that~~and is2,000,000 ~~payable~~shares onof ~~demand~~common ~~and~~stock ~~bears~~valued ~~interest~~ at ~~6% per year until repaid in full. On October 8~~$74,000 ~~2012 this note was settled in~~ to ~~12,000~~satisfy ~~(10~~$50,000 ~~shares pre stock split~~ of 1notes ~~additional share~~payable. ~~for~~The remaining ~~every~~$24,000 ~~five~~was ~~shares~~recorded ~~held)~~as ~~shares~~loss aton ~~$0.02~~settlement ~~per~~of ~~share~~debt.

OnAs of December 2231, ~~2011~~2014 and 2013, the Company’s CEO and President advanced $0 and $43,596, respectively. During the year ended December 31, 2014, the Company ~~entered~~repaid $23,000 ~~into~~in ancash ~~unsecured~~and issued 1,000,000 shares of Class A common stock to convert the balance of $1520,596 valued at $67,000. ~~note~~In ~~payable~~addition, the ~~that~~$4,404 iswas ~~payable~~recorded onas ~~demand~~a stock based compensation and ~~bears~~$42,000 ~~interest~~was atrecorded 6%as ~~per~~a ~~year~~loss ~~until~~on ~~repaid~~settlement inof ~~full~~debt during the year ended December 31, 2014.

OnAs ~~December~~of June 30, ~~2011~~2014, the Company ~~entered~~wrote-off a ~~into an unsecured $25,000~~ note payable ~~that is payable on demand and bears interest at 6% per year until repaid~~ in ~~full.~~the Inamount ~~February 2012, this note was fully converted into 150,000 (125,000 shares pre stock split~~ of ~~1 additional share for every five shares held) shares at~~ $03,500.17 ~~($0.20~~There ~~per~~was ~~shares~~no ~~pre~~interest ~~stock~~related ~~split~~to ofthe ~~1 additional share for every five shares held) per share~~note.

On ~~January~~June 2024, ~~2012~~2014, the Company ~~entered into an unsecured~~ repaid $10,000 ~~note payable that is payable on demand and bears interest at 6% per year until repaid~~ in ~~full.~~cash Onto ~~May~~satisfy ~~22, 2012, the Company repaid the~~ $10,000 ~~note~~of innotes ~~full~~payable. ~~including~~There ~~accrued~~was no interest ofrelated ~~$196~~to the note.

On ~~April~~August 1013, ~~2012~~2014, the Company ~~entered~~issued a ~~into~~promissory annote ~~unsecured~~for $2510,000 ~~note~~to ~~payable~~a ~~that~~third party for cash, which is ~~payable~~due on ~~demand~~August ~~and~~13, ~~bears~~2015. Annual compounded interest accrues at a rate of 6%, per ~~year until repaid in full~~annum.

~~On May 9, 2012 the Company entered into a non~~F-~~interest bearing unsecured $12,600 note payable that is payable on demand.~~11

On ~~June~~December 1931, ~~2012~~2014, the Company ~~entered into~~ issued a ~~non-interest~~promissory ~~bearing~~note ~~unsecured~~for $410,~~500~~000 ~~note~~to ~~payable~~a ~~that~~third party for cash, which is ~~payable~~due on ~~demand~~June 30, 2015. Annual compounded interest accrues at a rate of 8%, per annum.

OnAs ~~August~~of ~~1, 2012 the Company entered into an unsecured $10,000 note payable that is due on~~ December 31, ~~2012~~2014, ~~and bears interest at 10% per annum. In addition~~ the ~~note~~remaining balance ~~holder was to receive 60,000 (50,000 shares pre stock split of 1 additional share~~ for ~~every~~notes ~~five~~payable ~~shares~~totaled ~~held) shares valued at~~ $0235,700.25 ($0.30 per shares pre stock split of 1 additional share for every five shares held) per share upon execution of the note. The note holder has yet to receive the shares. As such the Company recorded the value of the shares as accrued interest until the shares are delivered.

OnAs ~~August~~of December 1631, ~~2012~~2014 and 2013, the Company ~~entered~~had ~~into~~accrued aninterest ~~unsecured~~of $930,~~980~~192 ~~note~~and ~~payable~~$32,562 ~~that~~respectively, isrelated to notes payable, onwhich ~~demand~~is ~~and~~included ~~bears~~in ~~interest~~accounts atpayable and 5%accrued ~~per~~expenses ~~year~~on ~~until~~the ~~repaid~~consolidated inbalance ~~full~~sheets.

OnNOTE ~~September~~10 ~~27,~~– ~~2012~~CONVERTIBLE ~~the~~NOTES ~~Company entered into an unsecured $5,000 note payable that is payable on demand and bears interest at 6% per year until repaid in full.~~PAYABLE

OnAt ~~October~~December 2331, ~~2012~~2014 ~~the Company entered into an unsecured $5,000 note payable that is payable on demand~~ and ~~bears~~2013 ~~interest~~convertible debentures atconsisted 5%of ~~per~~the ~~year until repaid in full.~~following:

On November 9, 2012 the Company entered into an unsecured $15,000 note payable that is payable on demand and bears interest at 5% per year until repaid in full.

	December 31, 2014			December 31, 2013

Convertible notes payable	$	323,500		$	404,545
Unamortized debt discount		(78,722	)		(81,686	)
Total	$	244,778		$	322,859

OnNotes ~~November~~issued ~~26,~~on ~~2012~~January ~~the Company entered into an unsecured $10~~8,~~000~~ ~~note payable that is payable on demand and bears interest at 5% per year until repaid in full.~~2013:

AsOn January 8, 2013 the Company entered into three agreements with third party non-affiliates to 6% interest bearing convertible debentures totaling $50,000 due on July 31, 2013, with the conversion features commencing immediately. The loans are convertible at 40% of the lowest closing price during the five days immediately prior to the date of the conversion notice. In connection with this debenture, the Company recorded a $43,185 discount on debt, related to the beneficial conversion features of the notes to be amortized over the lives of the notes or until the notes are converted or repaid. During the year ended December 31, ~~2012~~2013 ~~and~~one ~~2011~~of the ~~Company~~agreements was repaid in full for $15,000, ~~CEO~~a ~~and~~second ~~President~~agreement ~~advanced~~valued at $4220,~~400~~000 was assigned to another debt holder and in October 2013 the remaining note was restructured. During the year ended December 31, 2013, the Company fully amortized and expensed the total debt discount of $043,185 ~~respectively~~as amortization of beneficial conversion feature. ~~These~~During ~~advanced~~the ~~loans~~year ~~are~~ended ~~unsecured~~December 31, ~~due~~2014, ~~upon~~the ~~demand~~Company ~~and~~converted ~~bear~~the noremaining ~~interest~~balance of $15,000 to 925,926 shares of common stock.

~~During~~Note ~~the~~issued ~~years~~on ~~ended~~January ~~December 31~~23, ~~2012 and 2011, the Company recorded accrued interest of $19,853 and $400 respectively, related to notes payable.~~2013:

On January 23, 2013, the Company entered into an agreement with a third party non-affiliate to a 6% interest bearing convertible debentures for $25,000 due on July 31, 2013, with the conversion features commencing immediately. The loan is convertible at 40% of the lowest closing bid price during the five days immediately prior to the date of the conversion notice. In connection with this debenture, the Company recorded a $21,258 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. In October 2013 this note was restructured. During the year ended December 31, 2013, the Company fully amortized and expensed the total debt discount of $21,258 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company converted the remaining balance of $25,000 to 1,543,210 shares of common stock.

Note issued on February 1, 2013:

On February 1, 2013, the Company entered into an agreement with a related party for conversion of accounts payable to a 6% interest bearing convertible debentures for $90,045 due on July 31, 2013, with the conversion features commencing immediately. The loan is convertible at 40% of the lowest closing bid price during the five days immediately prior to the date of the conversion notice. In connection with this debenture, the Company recorded a $75,824 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. In October 2013 this note was restructured. During the year ended December 31, 2013, the Company fully amortized and expensed the total debt discount of $75,824 as amortization of beneficial conversion feature. As of December 31, 2013 this note has been partially converted into 2,604,167 shares of common stock valued at $20,000. During the year ended December 31, 2014, the Company converted $24,300 to 1,500,000 shares of common stock and the balance of $45,745 was forgiven by the note holder and was recorded as a gain on settlement of debt the year ended December 31, 2014.

Note issued on April 29, 2013:

On April 29, 2013, the Company entered into an agreement with a third party non-affiliate to a 6% interest bearing convertible debentures for $5,000 due on April 29, 2014, along with redemption premium of 110% of principal amount and conversion features commencing immediately. The loan is convertible at $0.03 per share. In connection with this debenture, the Company recorded a $333 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. During the year ended December 31, 2014 the Company converted the balance of $5,000 to 46,296 shares of common stock. In addition, the Company issued 153,704 shares of common stock valued at $16,600 which was recorded as interest expense.

F-12

As of December 31, 2013, the Company amortized a debt discount of $238 as amortization of beneficial conversion feature. During the year ended December 31, 2014 the Company fully amortized the remaining debt discount balance of $95 as amortization of beneficial conversion feature.

Note issued on May 7, 2013:

On May 7, 2013, the Company entered into an agreement with a third party non-affiliate to a 6% interest bearing convertible debentures for $12,000 due on May 6, 2014, along with redemption premium of 110% of principal amount and conversion features commencing immediately. The loan is convertible at $0.03 per share. In connection with this debenture, the Company recorded a $12,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of December 31, 2014 this note has not been converted.

As of December 31, 2013, the Company amortized a debt discount of $7,846 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company fully amortized the remaining debt discount balance of $4,154 as amortization of beneficial conversion feature.

Note issued on May 23, 2013:

On May 23, 2013, the Company entered into an agreement with a third party non-affiliate to a 6% interest bearing convertible debentures for $12,000 due on May 22, 2014, along with redemption premium of 110% of principal amount and conversion features commencing immediately. The loan is convertible at $0.03 per share. In connection with this debenture, the Company recorded a $5,200 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. During the year ended December 31, 2014 the Company converted the balance of $12,000 to 111,111 shares of common stock. In addition, the Company issued 288,889 shares of common stock valued at $31,200 which was recorded as interest expense

As of December 31, 2013, the Company amortized a debt discount of $3,171 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company fully amortized the remaining debt discount balance of $2,029 as amortization of beneficial conversion feature.

Note issued on August 16, 2013:

On August 16, 2013, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible debentures for $100,000 due on August 16, 2016. The loan is convertible immediately at $0.25 per share. In connection with this debenture, the note holder was issued 500,000 warrants and recorded a $5,167 discount, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of December 31, 2014 this note has not been converted.

As of December 31, 2013, the Company amortized a debt discount of $663 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company amortized a total debt discount of $1,748 as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $2,756 remained.

Note issued on October 3, 2013:

On October 3, 2013, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible debentures for $25,000 due on October 2, 2016. The loan is convertible immediately at $0.25 per share. In connection with this debenture, the note holder was issued 125,000 warrants and recorded a $3,637 discount, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of December 31, 2014 this note has not been converted.

As of December 31, 2013, the Company amortized a debt discount of $299 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company amortized a total debt discount of $1,200 as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $2,138 remained.

Note issued on October 3, 2013:

Note issued on October 30, 2013:

On October 30, 2013, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible debentures for $25,000 due on October 29, 2016. The loan is convertible immediately at $0.25 per share. In connection with this debenture, the note holder was issued 125,000 warrants and recorded a $2,687 discount, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of December 31, 2014 this note has not been converted.

F-13

As of December 31, 2013, the Company amortized a debt discount of $154 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company amortized a total debt discount of $884 as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $1,648 remained.

Note issued on October 30, 2013:

On October 30, 2013, the Company entered into an agreement with a third party non-affiliate to a 8% interest bearing convertible debentures for $53,000 due on July 27, 2014, with conversion features commencing after 180 days following the date of this note. The loan is convertible at 58% of the average of the lowest three trading prices for the common stock during the ten trading day prior to the conversion date. In connection with this debenture, the Company recorded a $38,379 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. During the year ended December 31, 2014, the Company converted the principal balance and accrued interest into 1,304,126 shares of common stock.

As of December 31, 2013, the Company amortized a debt discount of $8,813 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company amortized and wrote off a total debt discount of $29,566 to current period operations as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $0 remained.

Note issued on December 17, 2013:

On December 17, 2013, the Company entered into an agreement with a third party non-affiliate to a 8% interest bearing convertible debentures for $37,500 due on September 7, 2014, with conversion features commencing after 180 days following the date of this note. The loan is convertible at 58% of the average of the lowest three trading prices for the common stock during the ten trading day prior to the conversion date. In connection with this debenture, the Company recorded a $34,118 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. During the year ended December 31, 2014, the Company converted the principal balance and accrued interest into 1,245,917 shares of common stock.

As of December 31, 2013, the Company amortized a debt discount of $2,527 as amortization of beneficial conversion feature. During the year ended December 31, 2014, the Company amortized and wrote off a total debt discount of $31,591 to current period operations as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $0 remained.

Note issued on February 19, 2014:

On February 19, 2014, the Company entered into an agreement with a third party non-affiliate to a 8% interest bearing convertible debentures for $78,500 due on November 16, 2014, with conversion features commencing after 180 days following the date of this note. The loan is convertible at 58% of the average of the lowest three trading prices for the common stock during the ten trading day prior to the conversion date. In connection with this debenture, the Company recorded a $78,500 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. During the year ended December 31, 2014, the Company converted the principal balance of $78,500 and accrued interest of $3,140 into 4,975,264 shares of common stock.

During the year ended December 31, 2014, the Company amortized and wrote off a total debt discount of $78,500 to current period operations as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $0 remained.

Note issued on July 21, 2014:

On July 21, 2014, the Company entered into an agreement with a third party non-affiliate to a 8% interest bearing convertible debentures for $53,000 due on April 24, 2015, with conversion features commencing after 180 days following the date of this note. The loan is convertible at 58% of the average of the lowest three trading prices for the common stock during the ten trading day prior to the conversion date. In connection with this debenture, the Company recorded a $53,000 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of December 31, 2014 this note has not been converted.

During the year ended December 31, 2014, the Company amortized a total debt discount of $31,187 to current period operations as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $21,812 remained.

Note issued on September 5, 2014:

On September 5, 2014, the Company entered into an agreement with a third party non-affiliate to a 8% interest bearing convertible debentures for $83,500 due on June 9, 2015, with conversion features commencing after 180 days following the date of this note. The loan is convertible at 58% of the average of the lowest three trading prices for the common stock during the ten trading day prior to the conversion date. In connection with this debenture, the Company recorded a $83,500 discount on debt, related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. This note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 11). As of December 31, 2014 this note has not been converted.

During the year ended December 31, 2014, the Company amortized a total debt discount of $35,269 to current period operations as amortization of beneficial conversion feature. As of December 31, 2014, a net discount of $48,231 remained.

F-14

NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS

The Company applies the provisions of ASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment. As a result, embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting date. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as change in fair value in operations on the issuance date. The Company has $53,450 of convertible debt with variable conversion pricing outstanding at December 31, 2014.

The Company calculates the estimated fair values of the liabilities for derivative instruments using the Black Scholes (“BSM”) option pricing model. The closing price of the Company’s common stock at December 31, 2014 was $0.0072. Volatility, expected remaining term and risk free interest rates used to estimate the fair value of derivative liabilities at December 31, 2014, are indicated in the table that follows. The volatility for the valuation was based on the historical volatility of the closing price of the Company’s common stock at December 31, 2014, the expected term is equal to the remaining term of the note, and the risk free rate is based upon rates for treasury securities with the same term.

At December 31, 2014, the Company valued the conversion features using the assumptions specified in the below table and determined that, during the year ended December 31, 2014, the Company’s derivative liability amounted to $61,030. The Company recognized a corresponding loss of $61,030 on derivative liability in conjunction with this valuation during the year ended December 31, 2014.

	Valuation at December 31, 2014
Volatility		209	%
Expected remaining term		.75
Risk-free interest rate		0.25	%
Expected dividend yield		None

NOTE 12 – STOCKHOLDERS’ DEFICIT

Common Stock

On January 8, 2014, the Company issued 6,100,000 shares of the Company’s common stock. The Company issued the 6,100,000 shares as follows: (i) 3,969,136 shares of common stock at $0.0162 per share for conversion of two convertible debentures totaling $64,300 and 130,864 shares of common stock at $0.0162 per share for conversion of accrued interest totaling $2,120; (ii) 2,000,000 shares at $0.037 per share for conversion of a note payable totaling $50,000 and excess was recorded as a loss on settlement of debt totaling $24,000.

On January 21, 2014, the Company issued 400,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.02 per share for a total of $8,050.

On January 23, 2014, the Company issued 5,600,000 shares of common stock at $0.032 per share to two professional advisors for services rendered totaling $140,000 and additional compensation of $39,200 recorded as a loss on settlement of debt.

On January 31, 2014, the Company issued 1,200,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.03 per share for a total of $30,000.

On February 3, 2014, the Company issued 96,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.05 per share for a total of $4,800.

On February 4, 2014, the Company issued 500,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.05 per share for a total of $25,000.

On February 6, 2014, the Company converted 1,000,000 shares of Series A Common Stock into 1,000,000 shares of restricted Common Stock.

On February 10, 2014, the Company issued 2,000,000 bonus shares of common stock to an investor valued at $4,800 ($0.0024 per share). These shares have been recorded as interest expense.

On February 11, 2014, the Company issued 1,000,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.07 per share for a total of $70,000.

On February 14, 2014, the Company issued 3,000,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.05 per share for a total of $150,000.

On February 25, 2014, the Company issued 1,000,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.07 per share for a total of $70,000.

On February 28, 2014, the Company issued 150,000 shares of common stock pursuant to a stock purchase agreement at approximately $0.07 per share for a total of $10,500.

On March 13, 2014, the Company issued 22,266,428 shares of common stock. The Company issued the 22,266,428 shares as follows: (i) 16,035,000 shares of common stock at $0.108 per share to twelve employees and eight professional advisors for compensation totaling $1,731,780; (ii) 5,200,000 bonus shares to two investors valued at $0.108 per share totaling $561,600 (iii) 157,407 shares of common stock at $0.108 per share for conversion of two notes payable totaling $17,000 and 442,593 additional shares of common stock at $0.108 per share for recorded as interest expense totaling $47,800; (iv) 431,428 shares of common stock at $0.108 per share to a professional advisor for accrued services totaling $12,973 and additional compensation of $33,621 recorded as a loss on settlement of debt.

On April 22, 2014, the Company entered in to a four month consulting agreement and issued 2,000,000 shares valued at $140,000 pursuant to the agreement. The Company recorded these shares as prepaid expenses and has expensed the total $140,000 through December 31, 2014. The Company recognized a related expense of $41,400 to reflect the discount.

On May 1, 2014, the Company issued 519,751 shares of common stock valued at $0.048 per share totaling $25,000 for partial conversion of a $53,000 convertible note.

On May 8, 2014, the Company issued 784,375 shares of common stock valued at $0.0384 per share totaling $28,000 in principal and $2,120 in accrued interest for the remaining conversion of a $53,000 convertible note.

On June 17, 2014, the Company entered in to a one year consulting agreement and issued 2,000,000 shares valued at $112,800 pursuant to the agreement. The Company recorded these shares as prepaid expenses and has expensed $60,881 of the total $112,800 through December 31, 2014.

On June 17, 2014, the Company entered in to a one year consulting agreement and issued 1,200,000 shares valued at $67,680 pursuant to the fair market value of the shares issued on the day of the agreement. The Company recorded these shares as prepaid expenses and has expensed $36,529 of the total $67,680 through December 31, 2014.

F-15

~~LiveWire~~On ~~Ergogenics~~June ~~Inc~~18, 2014, the Company entered in to a four month consulting agreement and issued 800,000 shares valued at $44,080 pursuant to the agreement. The Company recorded these shares as prepaid expenses and has expensed total $44,080 through December 31, 2014.

~~NOTES~~On TOJune ~~THE~~18, ~~CONSOLIDATED~~2014, ~~FINANCIAL~~the ~~STATEMENTS~~Company issued 636,943 shares of common stock valued at $0.0314 per share totaling $20,000 in principal and $26 in accrued interest for partial conversion of a convertible note.

~~DECEMBER~~On 31June 19, ~~2012~~2014, the Company issued 1,000,000 shares of common stock pursuant to a stock purchase agreement at $0.05 per share for a total of $50,000 for cash.

~~NOTE~~On 9June –23, ~~CONVERTIBLE~~2014, ~~NOTES~~the ~~PAYABLE~~Company issued 608,974 shares of common stock valued at $0.0312 per share totaling $17,500 in principal and $1,500 in interest for the remaining conversion of a $37,500 convertible note.

AtOn ~~December~~August 3120, ~~2012~~2014, ~~and 2011~~the ~~convertible~~Company ~~debentures~~issued 790,514 ~~consisted~~shares of ~~the~~common ~~following:~~stock valued at $0.0253 per share totaling $20,000 in principal for partial conversion of a convertible note.

		December 31,
	2012			2011
Convertible notes payable	$	60,000		$	-
Unamortized debt discount		(53,364	)		-
Total	$	6,636		$	-

On August 25, 2014, the Company issued 738,916 shares of common stock valued at $0.0203 per share totaling $15,000 in principal for partial conversion of a convertible note.

~~Note~~On August 27, 2014, the Company issued 914,634 onshares ~~November~~of 14common stock valued at $0.0164 per share totaling $15,000 ~~2012:~~in principal for partial conversion of a convertible note.

On ~~November~~August 1427, ~~2012~~2014, the Company ~~entered into an agreement with a third party non-affiliate to a 6% interest bearing convertible debentures for $20~~issued 3,~~000 due on demand~~112,955 ~~with~~shares ~~the conversion features commencing immediately. The loan is convertible at 50%~~ of ~~the~~common ~~lowest~~stock ~~closing~~for ~~bid price during the five days immediately prior to the date of the conversion notice. In connection with this debenture, the Company recorded~~ a ~~$20,000 discount on debt, related to the beneficial~~ conversion ~~feature~~ of ~~the~~101,904 ~~note~~shares ~~to be amortized over the life~~ of ~~the~~Series ~~note~~B orpreferred ~~until the note is converted or repaid~~stock. ~~As of December 31, 2012 this note has not been converted.~~

~~The~~On ~~Company~~September ~~identified~~5, ~~embedded derivatives related to the Convertible Promissory Note entered into on November 14~~2014, ~~2012. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that~~ the Company ~~record~~issued 2,531,200 ~~the~~shares ~~fair value~~ of ~~the~~common ~~derivatives~~stock asvalued ofat ~~the~~$0.0125 ~~inception~~per ~~date~~share oftotaling ~~the~~$28,500 ~~Convertible~~in ~~Promissory~~principal ~~Note~~ and to$3,140 ~~adjust~~in ~~the~~interest ~~fair~~for ~~value as of each subsequent balance sheet date. At~~ the ~~inception~~remaining conversion of ~~the Convertible Promissory Note, the Company determined~~ a ~~fair value of~~ $2378,~~440~~500 ofconvertible ~~the embedded derivative~~note. ~~The fair value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:~~

Dividend yield:	-0-	%
Volatility	135.43	%
Risk free rate:	0.15	%

On October 14, 2014, the Company issued 4,000,000 shares of common stock, in connection with the purchase of Apple Rush trademarks, valued at $84,000 pursuant to fair market value of the shares issued on the day of the agreement and charged to operations since the Company has not decided to go ahead with the Apple Rush transaction.

~~The~~On ~~initial~~October ~~fair~~14, ~~value~~2014, of the ~~embedded~~Company ~~debt~~entered into ~~derivative~~a one year consulting agreement and issued 2,000,000 shares of common stock valued at $2342,~~440~~000 ~~was~~pursuant ~~allocated~~to asthe afair ~~debt~~market value ~~discount~~of upthe toshares issued on the ~~proceeds~~day of the ~~note~~agreement. ~~($20,000)~~The ~~with~~Company ~~remained~~recorded (these shares as prepaid expenses and has expensed $3,~~440)~~030 ~~charged~~of tothe ~~current~~total ~~period~~$42,000 ~~operations~~through asDecember ~~loss~~31, ~~on derivative liability~~2014.

~~During~~On October 14, 2014, the ~~years~~Company ~~ended~~entered into ~~December~~a ~~31,~~three ~~2012~~month consulting agreement and issued 750,000 shares of common stock valued at $.015 per share pursuant to the value stated in the agreement or $11,250. The Company ~~amortized~~recorded these shares as prepaid expenses and ~~wrote~~has ~~off~~ expensed $59,~~222~~875 toof ~~current~~the ~~period~~total $11,250 ~~operations~~through asDecember ~~interest~~31, ~~expense~~2014.

~~The~~On ~~fair~~December ~~value~~23, of2014, the ~~described~~Company ~~embedded~~entered into ~~derivative~~a one year consulting agreement and issued 1,000,000 shares of common stock valued at $2217,~~429~~600 atpursuant ~~December~~to ~~31,~~the ~~2012~~fair ~~was~~market value ~~determined~~of ~~using~~the shares issued on the ~~Black~~day ~~Scholes~~of ~~Model~~the ~~with~~agreement. The Company recorded these shares as prepaid expenses and has expensed $2,941 of the ~~following~~total ~~assumptions:~~$17,600 through December 31, 2014.

Dividend yield:	-0-	%
Volatility	135.43	%
Risk free rate:	0.20	%

Subscription Receivable

AtThe Company issued 216,000 shares (valued at $54,000) for the year ended December 31, 2012, of the Company’s ~~adjusted~~restricted ~~the~~common ~~recorded~~stock. In ~~fair~~April ~~value~~2012, of$9,000 was received and the ~~derivative~~balance ~~liability~~at toDecember ~~market~~31, ~~resulting~~2012 inis ~~non-cash~~$45,000. ~~non-operating~~These ~~gain~~shares ofwere ~~$1,011~~never ~~for~~issued and the receivable was written off to other expenses during the year ended December 31, ~~2012~~2014.

~~Notes~~2013 ~~issued~~Stock onIncentive ~~December 21, 2012:~~Plan

On ~~December~~May 211, ~~2012~~2013, the ~~Company~~Board ~~entered~~of ~~into~~Directors of ~~agreements~~the ~~with~~Company ~~two~~adopted ~~third~~and ~~party~~approved ~~non-affiliates~~the to2013 ~~two~~Stock 6%Incentive ~~interest~~Plan ~~bearing~~(“2013 ~~convertible~~Plan”) ~~debentures~~whereby it reserved for ~~$40~~issuance up to 7,500,000 ~~due~~shares onof ~~September~~its ~~30,~~common ~~2013,~~stock. ~~with~~The purpose of the ~~conversion~~Plan ~~features~~is ~~commencing~~to onprovide ordirectors, ~~before~~officers and employees of, and consultants, to the ~~loan~~Company ~~maturity~~with ~~date.~~additional ~~The~~incentives ~~loans~~by ~~are~~increasing ~~convertible~~their atownership ~~20%~~in the Company. Directors, officers, employees and consultants of the ~~lowest~~Company ~~closing~~are ~~bid~~eligible ~~price~~to ~~during~~participate in the ~~five~~2013 ~~days~~Plan. ~~immediately~~Incentive ~~prior~~stock options may be granted only to employees of the ~~date~~Company. Options in the form of Non-Statutory Stock Options (“NSO”) may be granted under the ~~conversion~~2013 ~~notice~~Plan. InRestricted ~~connection~~Stock ~~with~~may also ~~these~~be ~~debentures~~granted under the 2013 Plan. On May 3, 2013, the Company ~~recorded~~filed aForm ~~$40~~S-8 with the SEC to register those 7,500,000 ~~discount~~shares of oncommon ~~debt~~stock. On May 24, ~~related~~2014, tothe Company filed Form S-8 with the ~~beneficial~~SEC ~~conversion~~to ~~feature~~register an additional 10,000,000 shares of common stock under the ~~notes~~2013 toPlan. beOn ~~amortized~~May ~~over~~24, 2014, the ~~life~~Company filed Form S-8 with the SEC to register an additional 10,000,000 shares of common stock under the ~~notes~~2013 orPlan. ~~until~~On April 10, 2015, the ~~notes~~Company ~~are~~filed ~~converted~~Form orS-8 ~~repaid.~~with Asthe ofSEC ~~December~~to 31register an additional 135,000,000 shares ~~2012~~of ~~these~~common ~~notes~~stock ~~have~~under ~~not~~the ~~been~~2013 ~~converted~~Plan.

F-16

~~LiveWire~~Series ~~Ergogenics~~B ~~Inc.~~Convertible Preferred Stock

~~NOTES~~Designation TOand ~~THE CONSOLIDATED FINANCIAL STATEMENTS~~Rank

~~DECEMBER~~On 31October 17, ~~2012~~2013, the Company created its new Series B preferred class of stock. The series of Preferred Stock shall be designated the “Series B Preferred Stock” and shall consist of 150,000 shares. The Series B Preferred Stock shall be senior to the common stock and all other shares of Preferred Stock that may be later authorized. Each share of Series B Preferred Stock shall have a Stated Value of $1.00 per share.

~~NOTE~~Voting, 9Liquidation, –Dividends, ~~CONVERTIBLE~~and ~~NOTES PAYABLE (continued)~~Redemption

~~The~~Each ~~Company~~outstanding ~~identified~~share ~~embedded~~of ~~derivatives~~Series ~~related~~B toPreferred Stock ~~the~~shall ~~Convertible~~vote ~~Promissory~~with ~~Note~~the ~~entered~~common ~~into~~stock on ~~December~~all ~~21, 2012~~matters. ~~These~~ ~~embedded derivatives included certain conversion features.~~ The ~~accounting~~shares ~~treatment~~ of ~~derivative~~Series ~~financial~~B ~~instruments~~Preferred ~~requires~~Stock ~~that~~shall ~~the~~(i) ~~Company~~have ~~record~~a ~~the~~liquidation ~~fair value~~ preference of ~~the~~$1.00 ~~derivatives~~per asshare; of(ii) ~~the~~accrue, ~~inception~~earn, ~~date~~or ofparticipate ~~the~~in ~~Convertible~~any ~~Promissory~~dividends ~~Note~~on ~~and to adjust~~ the ~~fair~~common ~~value~~stock; asand of(iii) ~~each~~shall ~~subsequent~~be ~~balance~~subject ~~sheet~~to ~~date. At~~redemption by the ~~inception~~Corporation ofprior ~~the~~to ~~Convertible~~December ~~Promissory Note~~31, ~~the~~2014 ~~Company~~at ~~determined~~ a ~~fair~~fixed ~~value~~redemption ofprice ~~$48,678~~ of ~~the embedded derivative~~$1. ~~The~~10 ~~fair~~per ~~value of the embedded derivative was determined using the Black Scholes Model based on the following assumptions:~~ share.

Dividend yield:	-0-	%
Volatility	494.09	%
Risk free rate:	0.14	%

Conversion

~~The~~After ~~initial~~March ~~fair~~31, ~~value~~2014, each outstanding share of ~~the~~Series ~~embedded~~B ~~debt~~Preferred ~~derivative~~Stock may be converted, at the option of ~~$48~~the owner,~~678~~ ~~was~~into ~~allocated~~common asstock using a ~~debt~~conversion ~~discount~~formula upthat delivers tocommon ~~the~~stock ~~proceeds~~worth $1.25 for every $1.00 of Series B converted. The owner shall provide a written Notice of Conversion that specifies the ~~note~~amount ~~($40,000)~~of ~~with~~Series ~~remained~~B ~~($8,678)~~Preferred ~~charged~~Stock to ~~current~~be ~~period~~converted ~~operations~~into ascommon ~~loss~~stock onand ~~derivative~~the ~~liability~~lowest closing bid price of the Corporation’s common stock during the preceding 10 trading days.

~~During~~Limitation ~~the~~on ~~years ended December 31, 2012, the Company amortized and wrote off $1,414 to current period operations as interest expense.~~Conversion

~~The~~In ~~fair~~no ~~value~~event (except while there is outstanding a tender offer for any or all of the ~~described~~shares ~~embedded~~of ~~derivative~~the Company’s Common Stock) shall the owner be entitled to convert any shares of ~~$48~~Series B Preferred Stock to the extent that,~~548~~ atafter ~~December~~such 31conversion the sum of (1) the number of shares of Common Stock then beneficially owned by the owner and its affiliates, ~~2012~~and ~~was~~(2) ~~determined~~the ~~using~~number of shares of Common Stock issuable upon the ~~Black~~conversion ~~Scholes~~of the ~~Model~~shares of Series B Preferred Stock with respect to which the ~~following~~determination ~~assumptions:~~of this proviso is being made, would result in beneficial ownership by the owner and its affiliates of more than 9.99% of the outstanding shares of Common Stock (after taking into account the shares to be issued to the owner upon such conversion). For purposes of the proviso to the preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Nothing herein shall preclude the owner from disposing of a sufficient number of other shares of Common Stock beneficially owned by the owner so as to thereafter permit the continued conversion of shares of Series B Preferred Stock.

Dividend yield:	-0-	%
Volatility	494.48	%
Risk free rate:	0.19	%

Equity Designation and Issuances:

AtEffective ~~December~~January 3129, ~~2012,~~2014 the Company amended ~~adjusted~~its ~~the~~Series ~~recorded~~B ~~fair~~Preferred ~~value~~Stock ofdesignation in order to permit the ~~derivative~~issuance ~~liability~~of tojunior ~~market~~Preferred ~~resulting~~Stock inwhich ~~non-cash,~~have ~~non~~enhanced or “super-~~operating~~majority” ~~gain~~voting rights. The amendment was approved by the holders of ~~$130~~the ~~for~~Series B Preferred Stock. The amended Series B Preferred Stock designation is attached as Exhibit 10.1 in Form 8-K filed with the ~~year~~SEC ~~ended~~on ~~December~~February 316, ~~2012~~2014.

~~During~~On ~~the~~October ~~years~~17, ~~ended~~2013, ~~December~~the 31Company issued 134,724 ~~2012~~shares ~~and~~of ~~2011,~~Series B convertible preferred stock as the ~~Company~~result ~~recorded~~of ~~accrued~~the ~~interest~~conversion of ~~$220~~debt and $0accrued ~~respectively~~liabilities totaling $134,724, ~~related~~valued toat ~~notes~~$1 ~~payable~~per share.

~~NOTE~~On 10August -27, ~~FAIR~~2014, ~~VALUE~~three OFunrelated parties ~~FINANCIAL~~converted ~~INSTRUMENTS~~a total of 101,904 shares of Series B preferred stock into 3,112,955 of common stock at the conversion rate of $0.03288.

~~ASC~~Series ~~825-10~~C ~~defines~~Convertible ~~fair~~Preferred value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Stock

~~Level~~Effective 1January -29, ~~Quoted~~2014 ~~prices~~the inBoard of ~~active~~Directors ~~markets~~authorized the creation of 75 shares of a new Series C convertible preferred stock. Each share of Series C Preferred has the right to convert into 8,000 shares of the Company’s common stock and have a liquidation preference of $200. Additionally, the Series C Preferred is allowed to cast a vote, on all matters that the Company’s shareholders are permitted to vote upon, equal to .7% of all outstanding securities that are eligible to vote at the time of such shareholder action for ~~identical~~each ~~assets~~share of orSeries ~~liabilities~~C Preferred (.7% X 75 shares = 52.5% of total vote).

~~Level~~On 2January -31, ~~Observable~~2014 ~~inputs~~the ~~other~~Company ~~than~~issued 75 ~~Level~~shares 1of ~~prices~~Series ~~such~~C asPreferred ~~quoted~~Stock ~~prices~~valued ~~for~~at ~~similar~~$24,000 ~~assets~~to orits ~~liabilities;~~Chief ~~quoted~~Executive ~~prices~~Officer, inBill ~~markets~~Hodson ~~with insufficient volume or infrequent transactions (less active markets); or model-derived valuations~~ in ~~which~~exchange ~~all~~for ~~significant~~a ~~inputs~~$15,000 ~~are~~as stock ~~observable~~based orcompensation ~~can~~to bethe ~~derived~~Executive ~~principally~~by ~~from~~the orCompany. ~~corroborated~~In byaddition ~~observable~~the ~~market~~remaining ~~data~~$9,000 ~~for~~was ~~substantially~~recorded ~~the~~as ~~full~~a ~~term~~loss on settlement of ~~the assets or liabilities~~debt.

~~Level~~Class 3A -Common ~~Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.~~Stock

ToEffective ~~the~~February ~~extent~~3, ~~that~~2014 ~~valuation~~the isBoard of ~~based~~Directors onrecommended, ~~models~~and orthe ~~inputs~~Company’s ~~that~~shareholders ~~are~~approved ~~less~~by ~~observable~~written ~~or unobservable in the market~~consent, the ~~determination~~creation of ~~fair~~1,000,000 ~~value~~shares ~~requires~~of Class ~~more~~A ~~judgment~~Common Stock. InEach ~~certain~~share ~~cases,~~of ~~the~~Class ~~inputs~~A ~~used~~Common toStock ~~measure~~is ~~fair~~entitled ~~value~~to ~~may~~convert ~~fall~~ into ~~different~~one ~~levels~~(1) share of ~~the~~regular ~~fair~~common ~~value~~stock ~~hierarchy.~~at Inany time ~~such~~at ~~cases,~~the ~~for~~option ~~disclosure~~of ~~purposes,~~ the ~~level~~holder inand ~~the~~to ~~fair~~cast ~~value~~two ~~hierarchy~~hundred ~~within~~(200) ~~which~~votes ~~the~~on ~~fair~~all ~~value~~matters ~~measurement~~as isto ~~disclosed~~which isholders ~~determined~~of ~~based~~the oncommon ~~the~~stock, ~~lowest~~voting together ~~level~~as ~~input~~a ~~that~~class, isare ~~significant~~entitled to ~~the fair value measurement~~vote.

On February 3, 2014 the Company issued 1,000,000 shares of Class A Common Stock valued at $67,000 to its Chief Executive Officer, Bill Hodson in exchange for $20,596 owed to the Executive by the Company. In addition, the $4,404 was recorded as a stock based compensation and $42,000 was recorded as a loss on settlement of debt.

On February 6, 2014 Bill Hodson converted his 1,000,000 shares of Class A Common Stock into 1,000,000 shares of regular Common Stock. Following the conversion the Class A Common Stock is no longer outstanding.

F-17

~~LiveWire~~Amendment ~~Ergogenics~~of ~~Inc.~~Articles of Incorporation

~~NOTES~~Effective TOFebruary ~~THE~~3, ~~CONSOLIDATED~~2014, ~~FINANCIAL~~following the ~~STATEMENTS~~enactment of the First Amendment, Article Eight of the Company’s Articles of Incorporation was amended to (i) increase the authorized common stock from 100,000,000 shares to 150,000,000 shares, and (ii) to permit the holders of the Company’s outstanding Preferred Stock voting together as a class to effect a change in the number of authorized shares of regular Common Stock or Series A Common Stock by amending the Articles of Incorporation without the affirmative vote, either separately or as a class, of the holders of regular Common Stock and Series A Common Stock.

~~DECEMBER~~Effective 31July 24, ~~2012~~2014, Article Eight of the Company’s Articles of Incorporation was amended to increase the authorized common stock from 150,000,000 shares to 200,000,000 shares.

~~NOTE~~As 10of –December ~~FAIR~~31, ~~VALUE~~2014 OFand ~~FINANCIAL~~2013, ~~INSTRUMENTS~~the Company ~~(continued)~~had 156,508,559 and 86,807,868 shares of its common stock issued and outstanding, respectively.

~~Items~~As ~~recorded~~of orDecember ~~measured~~31, at2014 ~~fair~~and ~~value~~2013, ~~on a recurring basis in~~ the Company ~~accompanying consolidated~~had ~~financial~~0 ~~statements~~shares ~~consisted~~ of ~~the~~its ~~following~~Class ~~items~~A ascommon ofstock ~~December~~issued ~~31,~~and ~~2012:~~outstanding.

			Fair Value Measurements at December 31, 2012 using:
	December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Debt Derivative liabilities	$	70,977		-		-	$	70,977

As of December 31, 2014 and 2013, the Company had 32,820 and 134,724 shares of its series B preferred stock issued and outstanding, respectively.

~~The~~As ~~debt~~of ~~derivative liabilities~~December is31, ~~measured~~2014 atand ~~fair~~2013, ~~value~~the Company ~~using~~had ~~quoted~~75 ~~market prices~~ and ~~estimated~~0 ~~volatility~~shares ~~factors~~of ~~based~~its onseries ~~historical~~C ~~prices~~preferred ~~for the Company’s common~~ stock issued and ~~are~~outstanding, ~~classified within Level 3 of the valuation hierarchy~~respectively.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2012:

	Debt Derivative Liability
Balance, December 31, 2011	$	-
Initial fair value of debt derivatives at note issuances		72,118
Mark-to-market at December 31, 2012
-Embedded debt derivatives		(1,141)
Balance, Deccember 31, 2012	$	70,977
Net gain for the period included in earnings relating to the liabilities held at December 31, 2012	$	1,141
Non- cash interest (expenses) included in change in derivative liability	$	(12,118)

Level 3 Liabilities are comprised of bifurcated convertible debt features on convertible notes.

NOTE 11 – STOCKHOLDERS’ DEFICIT

Common Stock

As a result of the reverse merger, the shares of the Company outstanding prior to the closing of the Purchase Agreement are treated as having been issued as of that date, whereas the shares issued in connection with the purchase Agreement are treated as having been issued since inception for all periods presented.

Stock Dividend

On December 13, 2012, LiveWire Ergogenics, Inc. announced that its Board of Directors has declared a dividend payable to stockholders of record on January 18, 2013 (“Record Date”).

F-18

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 11 – STOCKHOLDERS’ DEFICIT (continued)

The dividend is equal to 20% of the share price at the market close on the Record Date. The dividend is payable in common stock. Each stockholder’s dividend will be calculated based on the number of shares owned on the Record Date by the stockholder. The new shares will be issued following the Record Date. The number of shares will equal one (1) share for each five (5) shares owned by the stockholder on the Record Date, rounded upwards to the next whole share.

As stated in ASC 505-20 - Stock Dividend and Stock Split and per paragraph 25-3, since the issuance of additional shares on account of 1:5 stock dividend (1 share for every 5 shares held) is at least 20% or 25% (in this case 20%) of the number of previously outstanding shares, the transaction should be accounted for as a "Stock Split" instead of "Stock Dividend".

All references in the accompanying consolidated financial statements and notes thereto have been retroactively restated to reflect the December 13, 2012 stock dividend in substance as a stock split.

2012

All stock issuances during the year ended 2012 through June 28, 2012 included one share of common stock and one warrant to convert to common stock.

Payment of Notes Payable

For the year ended December 31, 2012, the Company issued 162,000 (135,000 shares pre stock spilt of 1 additional share for every five shares held) shares (valued at $25,229) of the Company’s common stock as payment of notes payable.

Issuance of Common Stock as a Result of Sale of Securities

For the year ended December 31, 2012, the Company issued 1,307,620 (1,058,011 shares pre stock split of 1 additional share for every five shares held) shares of common stock for proceeds from the sale of the Company’s common stock of $326,576.

Common Stock Issued in Connection with Accounts Payable

For the year ended December 31, 2012, the Company issued 39,750 (33,125 shares pre stock split of 1 additional share for every five shares held) shares of its common stock valued at $7,625 as payment of accounts payable.

Common Stock Issued in Connection with Accounts Payable – Related Parties

For the year ended December 31, 2012, the Company issued 1,581,364 (1,317,803 shares pre stock split of 1 additional share for every five shares held) shares of its common stock valued at $395,341 as payment of accounts payable to the Company’s legal counsel and an entity controlled by the Company’s controlling shareholders.

Common Stock Issued in Connection with Accrued Salaries

For the year ended December 31, 2012, the Company issued 1,256,688 (1,047,240 shares pre stock split of 1 additional share for every five shares held) shares of its common stock valued at $209,322 as payment of accrued salaries to two company officers.

Common Stock Issued as compensation

The Company issued 2,921,599 (2,434,666 shares pre stock split of 1 additional share for every five shares held) shares (valued at $608,800) for the year ended December 31, 2012 of the Company’s restricted common stock as compensation to consultants and employees.

Subscription Receivable

The Company issued 216,000 (180,000 shares pre stock split of 1 additional share for every five shares held) shares (valued at $54,000) for the year ended December 31, 2012 of the Company’s restricted common stock. In April 2012, $9,000 was paid and the balance at December 31, 2012 is $45,000.

Common Stock to be Issued

F-19

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 11 – STOCKHOLDERS DEFICIT (continued)

Warrants

The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock issued to shareholders at December 31, ~~2012~~2014:

Exercise Price		~~Number Outstanding~~	~~Warrants Outstanding Weighted Average Remaining Contractual Life (years)~~		~~Weighted Average Exercise price~~		Number Outstanding	~~Number Exercisable~~	~~Warrants Exercisable Weighted Average Exercise Price~~	Warrants Outstanding Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise price		Number Exercisable		Warrants Exercisable Weighted Average Exercise Price
$	~~1.00~~$	~~5,805,002~~	~~3.08~~	0.20 – 1.00	$	~~1.00~~		56,~~805~~680,002	$	~~1.00~~	1.16	$	0.90		6,680,002	$	0.90
$
$
		5,805,002						5,805,002

Transactions involving the Company’s warrant issuance are summarized as follows:

	Number of Shares		Weighted Average Price Per Share
Outstanding at December 31, 2011		-	$
Outstanding at December 31, 2012		5,805,002	$	1.00
Issued		5875,~~802,002~~000		10.0020
Exercised		—		—
Expired		-—		-—
Outstanding at December 31, 2012		5,802,002	$	1.00
Outstanding at December 31, 2013		6,680,002	$	0.90
Issued		—		—
Exercised		—		—
Expired		—		—
Outstanding at December 31, 2014		6,680,002	$	0.90

~~During~~NOTE ~~the~~13 – ~~year~~INCOME ended December 31, 2012, the Company issued 5,805,002 warrants with an exercise price of $1 expiring January 31, 2016. The fair value (as determined and described below) of $21,652 is charged ratably over the vesting term of the warrants.TAXES

The fair value of these warrants issued and the significant assumptions used to determine those fair values, using a Black-Scholes option-pricing model are as follows:

Significant assumptions:
Risk-free interest rate at grant date	6.30% -8.50	%
Expected stock price volatility	103.96	%
Expected dividend payout	—
Expected option life-years	(a)

(a) – All warrants issued expire on January 31, 2016. The remaining life of the warrants is 3.08 years.

The aggregate intrinsic value of all warrants outstanding at December 31, 2012 is $-0-.

2011

As noted earlier on August 31, 2011, the Company completed a Purchase Agreement that resulted in a reverse merger and a change in control of the Company. The shares of the Company outstanding prior to the closing of the Purchase Agreement are treated as having been issued as of that date, whereas the shares issued in connection with the purchase Agreement are treated as having been issued since inception for all periods presented.

Prior to the Purchase Agreement the Company had 23,920,235 outstanding shares (19,933,529 shares pre stock split of 1 additional share for every five shares held) of common stock. Of which 18,000,000 (15,000,000 shares pre stock split of 1 share for every five shares held) common shares were sold on May 16, 2011 at the par value of $0.001 per share for total proceeds of $15,000.

In December 2011, 1,054,884 (879,070 (shares pre stock split of 1 additional share for every five shares held) shares of common stock were issued to satisfy $174,500 of notes payable.

Prior to LVWR entering into the Purchase Agreement, they received a $15,000 capital contribution. This contribution was ultimately treated as being converted into shares of the Company when the Purchase Agreement was completed.

Under the terms of the Purchase Agreement, SF Blu issued 36,000,000 (30,000,000 shares pre stock split of 1 additional share for every five shares held) of their common shares for 100% of the members’ interest in LVWR.

F-20

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 11 – STOCKHOLDERS’ DEFICIT (CONTINUED)

Preferred Stock

As noted earlier in contemplation, and in connection with the Purchase Agreement, the Company issued 1,000,000 shares of Series A Preferred Stock (“Series A”).

In addition to any other rights and privileges of Series A as previously noted, the Company shall not, without first obtaining the affirmative vote or written consent of the holders of ninety percent (90%) of the outstanding shares of Series A, do any of the following:

● take any action which would either alter, change or affect the rights, preferences, privileges or restrictions of the Series A or increase the number of shares of such series authorized hereby or designate any other series of Preferred Stock; ● increase the size of any equity incentive plan(s) or arrangements; ● make fundamental changes to the business of the Company; ● make any changes to the terms of the Series A or to the Company’s Articles of Incorporation or Bylaws, including by designation of any stock; ● create any new class of shares having preferences over or being on a parity with the Series A as to dividends or assets, unless the purpose of creation of such class is, and the proceeds to be derived from the sale and issuance thereof are to be used for, the retirement of all Series A then outstanding; ● make any change in the number of authorized directors, currently five (5); ● repurchase any of the Company's Common Stock; ● sell, convey or otherwise dispose of, or create or incur any mortgage, lien, charge or encumbrance on or security interest in or pledge of, or sell and leaseback, all or substantially all of the property or business of the Company or more than 50% of the stock of the Company; ● make any payment of dividends or other distributions or any redemption or repurchase of stock or options or warrants to purchase stock of the Company; or ● make any sales of additional Preferred Stock.

F-21

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012

NOTE 12 – INCOME TAXES

The Company accounts for income taxes under ASC 740, “Expenses – Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

Through June 30, 2011 LVWR was a limited liability company that operated out of the State of California. Tax returns were filed as a partnership, which is a ‘pass through entity’ for tax purposes. Taxable income flowed through to members, and income taxes were not imposed at the company level, except in special circumstances. The State of California imposes a minimal franchise tax on gross income. LVWR did not accumulate net operating losses or deferred tax assets/liabilities. Subsequent to the Purchase Agreement on June 30, 2011 LVWR operations are consolidated with those of SF Blu, a Nevada corporation, which is subject to both Federal and State income taxes.

F-18

The table below summarizes the reconciliation of the Company’s income tax provision (benefit) computed at the statutory U.S. Federal rate and the actual tax provision (rounded to the nearest hundred):

	Year Ended December 31,
	2012			2011
	2014			2013
Income tax (benefit) provision at the Federal statutory rate	$	(~~596~~1,464,000	)	$	(~~134~~443,000	)
State income taxes, net of Federal Benefit		(~~136~~335,000	)		(35101,000	)
Other		526,000			1(28,000	)
Benefit of loss not realized subsequent to reverse merger		-			114,000
Equity based compensation		91,000			79,000
Benefit of loss not realized due to the Company status as a “pass through entity” for tax proposes		-			54,000
Settlement of salaries with stock		753,000			93,000
Equity based compensation		262,000			-
Valuation tax asset allowance		929,000			400,000
Settlement of salaries with stock		150,000			-
Valuation tax asset allowance		315,000			-
Tax provision	$	-		$	-

F-22

LiveWire Ergogenics Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012

NOTE 12 – INCOME TAXES (CONTINUED)

Had the Company been taxed as a corporation it would have resulted in deferred tax assets for both Federal and State tax purposes due to the Company having experienced losses during the period immediately prior to the reverse merger on June 30, 2011 and for the year ended December 31, 2010. In addition, had these deferred tax assets been recorded they would have been fully reserved, as the Company has not achieved profitable operations since its inception, and management would not be able to determine if it was more likely than not if those deferred tax assets would be realized in future periods.

Subsequent to the reverse merger on June 30, 2011 the Company has assumed the net operating loss (“NOL”) carry forward of SF Blu. Management estimates the NOL as of December 31, 2011 to be approximately $127,000, inclusive of operation subsequent to the reverse merger. This NOL will be expiring through the year 2031. The utilization of the Company’s NOL may be limited because of a possible change in ownership as defined under Section 382 of Internal Revenue Code. Such change in ownership, for purposes of utilization of the Company’s NOL’s under Section 382, may have occurred with the reverse merger that was entered into on June 30, 2011.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Included in the deferred tax asset is the aforementioned NOL. The Company is not able to predict if such future taxable income will be more likely than not sufficient to utilize the benefit. As such, the Company does not believe the benefit is more likely than not to be realized and they have recognized a full valuation allowance for these deferred tax assets.

Subsequent to the reverse merger on June 30, 2011 the Company has assumed the net operating loss (“NOL”) carry forward of SF Blu. Management estimates the NOL as of December 31, ~~2012~~2014 and 2013 to be approximately $~~776~~2,910,000 and $1,399,000 respectively, inclusive of operation subsequent to the reverse merger. This NOL will be expiring through the year ~~2032~~2033. The utilization of the Company’s NOL may be limited because of a possible change in ownership as defined under Section 382 of Internal Revenue Code. Such change in ownership, for purposes of utilization of the Company’s NOL’s under Section 382, may have occurred with the reverse merger that was entered into on June 30, 2011.

	December 31,
	2012		2011
Total deferred tax asset - from NOL carry forwards	$	334,000	$	54,000
Temporary differences – Accrued compensation		93,000		60,000
		427,000		114,000
Valuation allowance		(427,000)		(114,000)
Deferred tax asset, net of allowance	$	-	$

F-19

NOTE 13 - CONCENTRATIONS

	As of December 31,
	2014			2013
Total deferred tax asset – from NOL carry forwards	$	1,251,000		$	602,000
Temporary differences – Accrued compensation		-			-
		1,251,000			602,000
Valuation allowance		(1,251,000	)		(602,000	)
Deferred tax asset, net of allowance	$	-		$	-

The ~~following~~Company ~~table~~has ~~sets~~not ~~forth~~filed ~~information~~its asapplicable Federal toand ~~each~~State ~~customer~~tax ~~that~~returns ~~accounted~~ for ~~10% or more of~~ the ~~Company’s revenues for the~~ year ended December 31, 2012. Atand ~~December~~may ~~31,~~be ~~2012,~~subject ~~three~~to ~~customers~~penalties ~~accounted~~ for ~~60%~~noncompliance. ofThe ~~the~~ Company’s has ~~total~~filed ~~revenue.~~an Atextension ~~December~~for ~~31,~~the ~~2011,~~2013 ~~one~~filing ~~customer~~and ~~accounted~~no ~~for~~extension ~~69%~~has ofbeen ~~the~~filed ~~Company’s~~for ~~total~~2014 ~~revenue~~filing.

Customer		Year Ended December 31, 2012			Year Ended December 31, 2011
	A		-			69	%
	B		38	%		-
	C		11	%		-
	D		11	%		-

NOTE 14 – CONCENTRATIONS

~~For~~The ~~the~~following ~~year~~table ~~ended~~sets ~~December~~forth ~~31,~~information as ~~2012~~to ~~the~~each ~~Company~~customer ~~had~~that ~~three suppliers who~~ accounted for ~~approximately~~10% ~~$107,000 of their purchases used for production~~ or ~~approximately~~more ~~83%~~ of ~~total purchases for~~ the ~~year~~Company’s ~~then~~revenues ~~ended.~~for ~~For~~ the ~~year~~years ended December 31, ~~2011~~2014 ~~the~~and ~~Company~~2013. At ~~had~~December ~~two~~31, ~~main~~2014, four ~~suppliers~~customers ~~who~~ accounted for ~~approximately~~52% ~~$45,000~~ of ~~their~~the ~~purchases~~Company’s ~~used~~total ~~for~~revenue. ~~production~~At orDecember ~~approximately~~31, ~~17%~~2013, ofone ~~total~~customer accounted ~~purchases~~ for 26% of the ~~year~~Company’s ~~then~~total ~~ended~~revenue.

NOTE 14 - SUBSEQUENT EVENTS

Customer		Year Ended December 31, 2014			Year Ended December 31, 2013
	A		19	%		-
	B		12	%		-
	C		11	%		-
	D		10	%		-
	E		-			26	%

OnFor the ~~January~~year 8ended December 31, ~~2013~~2014, the Company ~~borrowed~~had ~~$50,000~~two bysuppliers ~~issuing~~who ~~convertible note~~accounted ~~payable~~for ofapproximately $15150,~~000,~~175 ~~$15,000~~of ~~and~~their ~~$20,000~~purchases toused for ~~three~~production ~~parties~~or ~~due~~approximately on90% ~~July~~of ~~31,~~total ~~2013~~purchases ~~convertible~~for atthe ayear ~~conversion~~then ~~price~~ended. ~~equal~~For ~~to forty percent (40%) (~~the ~~“Discount”)~~year ofDecember ~~the~~31, ~~lowest~~2013, ~~closing bid price during~~ the ~~five~~Company ~~(5)~~had one ~~trading~~supplier ~~days~~who ~~immediately~~accounted ~~prior~~for toapproximately ~~the~~$30,500 ~~date~~ of ~~the~~their ~~conversion~~purchases ~~notice~~used for production, asor ~~reported~~approximately by33% ~~NASDAQ.com~~of ortotal ~~similar~~purchases for ~~national~~the ~~quotation~~year ~~service.~~then ended

OnNOTE ~~January~~15 ~~23,~~– ~~2013,~~SUBSEQUENT Company borrowed $25,000 by issuing convertible note payable due on July 31, 2013 convertible at a conversion price equal to forty percent (40%) (the “Discount”) of the lowest closing bid price during the five (5) trading days immediately prior to the date of the conversion notice, as reported by NASDAQ.com or similar national quotation service.EVENTS

OnThe ~~January 25, 2013,~~ Company ~~borrowed~~evaluated ~~$25,000~~subsequent byevents through ~~issuing convertible note payable due on July 31, 2013, convertible at conversion price equal to forty percent (40%) (~~the ~~“Discount”)~~date of the ~~lowest~~consolidated ~~closing~~financial ~~price~~statements ~~during~~were ~~the~~available ~~five (5) trading days immediately prior~~ to ~~the~~be ~~date~~issued ~~of the conversion notice (Close/Last price~~ as reported on NASDAQ.com or Bloomberg.com). Notwithstanding the foregoing, if an Event of Default, has occurred, the Holder, at its option, by sending written notice to the Company, may elect to convert any part or all of the Principal Amount of this Note plus accrued interest into shares of common stock of Maker at a default conversion price equal to the Par Value of Company’s common stock, currently $.001 per share or 25,000,000 shares of common stock.follows:

On January 31, 2013, Richard O. Weed resigned as a Director of LiveWire Ergogenics, Inc. and resigned as Corporate Secretary. Mr. Weed’s resignation was not because of any disagreements with management or the board concerning the Registrant’s accounting practices, policies, or procedures.Conversions:

On ~~January~~February 313, ~~2013~~2015, the Company ~~appointed~~converted $12,000 ~~Bob~~of ~~Thompson~~debt tointo ~~its~~2,448,980 ~~board~~shares of ~~directors~~common ~~and as Corporate Secretary~~stock.

On February 119, ~~2013~~2015, the Company ~~borrowed~~ converted $9024,~~045~~650 byof ~~issuing~~debt ~~convertible note~~into ~~payable due on July 31~~7,703,125 ~~2013~~shares ~~convertible at a conversion price equal to forty percent (40%) (the “Discount”)~~ of ~~the~~common ~~lowest closing bid price during the five (5) trading days immediately prior to the date of the conversion notice, as reported by nasdaq~~stock.~~com or similar national quotation service.~~

~~F-23~~On February 25, 2015, the Company converted a total of $18,470 of debt, consisting of the principal balance of $16,350 and accrued interest of $2,120, into 6,156,667 shares of common stock.

~~Table~~On March 13, 2015, the Company converted $15,410 of ~~Contents~~debt into 7,705,000 shares of common stock.

On March 19, 2015, the Company converted $14,640 of debt into 7,705,263 shares of common stock.

On April 10, 2015, the Company converted $20,000 of debt into 8,000,000 shares of common stock.

On April 21, 2015, the Company converted $23,750 of debt into 9,500,000 shares of common stock.

Other:

On February 20, 2015, Brad Nichols submitted his resignation as an executive officer and a director of the Board of Directors of the Company effective as of the Board’s acceptance of his resignation on March 2, 2015. Mr. Nichols is no longer a member of the Board or any of its committees. As a result of the resignation of Mr. Nichols, the Board will consist of one director. The Board does not intend to appoint new directors to replace Mr. Nichols, and has determined that the Board will consist of one director going forward.

On March 30, 2015, the Company entered in to a six month consulting agreement and as compensation issued a convertible promissory note of $125,000 with interest of 4% per annum and a maturity date of April 1, 2017.

Effective April 6, 2015, Article Eight of the Company’s Articles of Incorporation was amended to increase the authorized common stock from 200,000,000 shares to 1,500,000,000 shares.

On April 15, 2015, the Company received a notice of default from a note holder demanding immediate payment of 150% of the remaining outstanding principal balances of certain convertible notes payable together with Default Interest (as defined in the Convertible Note).

F-20

Item 9 – Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

On January 21, 2013, LiveWire Ergogenics, Inc. (the “Company”) was informed by its independent registered public accounting firm, Sherb & Co., LLP, that it has combined its practice with RBSM LLP effective January 1, 2013. As a result, Sherb & Co. LLP effectively resigned as the Company's independent registered public accounting firm and RBSM LLP became the Company's independent registered public accounting firm. The engagement of RBSM LLP as the Company's independent registered public accounting firm was approved by the Board of Directors of the Company on January 31, 2013.None

Item 9A – Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURE

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC'’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2012~~2014. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Under the supervision of our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2012~~2014 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2012~~2014, we determined that control deficiencies existed that constituted material weaknesses, as described below:

O ~~lack~~Lack of documented policies and procedures;

O weWe have no audit committee;

There is a risk of management override given that our officers have a high degree of involvement in our day to day operations.

O ~~there~~There is no policy on fraud and no code of ethics at this time, though we plan to implement such policies in fiscal ~~2012~~2015; and

There is no effective separation of duties, which includes monitoring controls, between the members of management.

Management is currently evaluating what steps can be taken in order to address these material weaknesses.

Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company'’s internal controls.

As a result of the material weaknesses described above, Chief Executive Officer and Chief Financial Officer has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2012~~2014 based on criteria established in Internal Control—Integrated Framework issued by COSO.

This report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report on internal control in this annual report.

1113

Table of Contents

CHANGES IN INTERNAL CONTROLS

During the fiscal year ended December 31, ~~2012~~2014, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B – Other Information

None.

Table of Contents

PART III

Item 10 -– Directors and Executive Officers of the Registrant

Executive Officers and Directors

Below are the names and certain information regarding our executive officers and directors.

Name	Age		Position
Bill J. Hodson		4648	Board Member, Chief Executive Officer, Treasurer
Brad J. Nichols		48	Board Member, President, Chief Operating Officer
Richard O. Weed (1)		50	Board Member, Corporate Secretary

(1) On January 31, 2013, Richard O. Weed resigned as a Director of LiveWire Ergogenics, Inc. (the “Registrant”) and resigned as Corporate Secretary.

Set forth below is a biographical description of our executive officers and directors based on information supplied by each of them.

Bill J. Hodson, age 4648, Director, Chief Executive Officer, Treasurer.

Bill J. Hodson is the Chief Executive Officer and Treasurer of the Company and a member of its Board of Directors. Mr. Hodson works full-time for LiveWire and is responsible for the strategic direction of the firm'’s branding, sales and marketing strategies. Previously, he was Executive Vice President of LiveWire Sports Group from September 2003 until May 2008. Hodson was responsible for overseeing all of LWSG’s operations, which included the launch of several sports publications and one of the country’s largest sports consumer expos. The initial project was 90:00 Soccer Magazine. A 100+ page glossy publication sold to subscribers and available at newsstands nationwide. Mr. Hodson developed the concept for the soccer publication, secured writers, editors, advertising sales representatives, photographers and graphic designers. He also negotiated printing and distribution costs. Hodson ran the print publication for several years before deciding to make it available digitally through the internet.

During the early years of the soccer publication, Hodson concepted, created and executed Soccer Nation Expo, a consumer expo for fans of the sport of soccer. The initial expo was held in conjunction with the United States Futsal Federation National Championships at the Anaheim Convention Center in Anaheim California. Mr. Hodson developed a business plan for the event, secured exhibitors, created and executed a marketing plan to attract attendees through the Futsal Championships. The first Soccer Nation Expo was held in February 2003 and still continues today under new ownership from the Southern California Soccer Association – South.

Prior to LiveWire, he served as Sales Director for Winn Golf Grips and was responsible for building the company’s national sales force. Mr. Hodson joined the company to expand their technology from the tennis market (where Winn was widely known) to the golf. When Hodson joined the company Winn Grips did not have any golf sales representatives or distributors and only a few thousand dollars in sales. Hodson developed a marketing strategy focusing strictly on the golf industry this included. The marketing program focused on local area marketing, aggressive one-on-one interface with golf instructors, and consumers to build awareness, and create acceptance of the grips. ~~Tactics~~ Tactics included. onOn-site demonstrations, presentations of features and benefits as well as offering a free grip installation to interested consumers. Hodson created a sales force of independent representatives that blanketed the U.S. and produced collateral support such as company brochures and instruction manuals. Winn Grips is now considered one of the top grips in golf. After leaving the company he continued as an independent consultant with early stage companies in the golf industry to help launch new products.

Most notably, Mr. Hodson has been credited with the launch a popular kids’ game called “pogs” on mainland USA. The game originated in Hawaii, and Hodson seized the opportunity to capitalize on an untapped market in Southern California. Mr. Hodson learned of the “pog” craze while working as a stockbroker in Newport Beach, California. His first initiative was to capitalize on the significant interest emanating from Hawaii and bring that interest to the Mainland. With his entrepreneurial background, he researched the market, target audience explored manufacturing options and began producing “pogs”. Mr. Hodson focused on limited distribution and began promoting the game at baseball card shops. The game was similar to marbles, but had the trade-ability of baseball cards. Hodson promoted tournaments and the game quickly swept the schoolyards and neighborhoods around the country. A small operation that began in his living room, Hodson expanded nationally attending trade shows, including New York City’s Toy Fair, and was featured in many news publications and television appearances that saw him travel to the Dominican Republic for a special guest appearance on a popular Saturday morning children’s show. (The game of “pogs” possibly originated in Hawaii (Maui, Hawaii) in the 1920s or 1930s).

Table of Contents

Mr. Hodson began his professional career in the securities industry in 1987 as a licensed stockbroker. After a short tenure at a “penny-stock” firm, Hodson joined a boutique-size firm in Newport Beach, California, and found his niche specializing in early stage nutracuetical and biotechnology companies. Hodson became known as “Bio-Bill”, and researched companies he felt had potential based on their development pipeline. Many companies were pre-human clinical trial stage. He also produced a daily newsletter reporting on developments within the biotechnology index. Hodson created and hosted the Newport Beach Biotechnology Conference, where he invited several companies to present to a group of his firms’ clients and invited guests.

~~Brad J. Nichols, age 48, Director, President, Chief Operating Officer.~~15

Brad J. Nichols is President and Chief Operating Officer of the Company and a member of the Board of Directors. Mr. Nichols works full-time for LiveWire and is responsible for the day-to-day management of the business operations.

He co-founded the wholly owned subsidiary, LiveWire MC2, LLC, in 2008 with Mr. Bill Hodson. Mr. Nichols funded the initial growth and development of LiveWire MC2, LLC. Mr. Nichols brings a solid business background as well as creative vision in product development and strong background in supplier management. Mr. Nichols is a highly effective cross-functional leader, and has helped the company achieve superior levels of financial and operational performance. Since his college years Mr. Nichols has been driven by entrepreneurial and innovative pursuits, the first being a software development company, New West Software, focused on custom solutions and vertical market applications. The company was formed during his sophomore year at U.C. Davis and successfully developed several software products including a medical imaging solution that allowed radiologists to view brain scans in a stereoscopic 3-D environment as well as transmit images from one location to another for remote viewing.

Other noteworthy accomplishments include development of a custom mortgage processing system to aid brokers in quickly qualifying clients for loan packages, plus a personal information management (PIM) package that was distributed in many major retail locations throughout the country. Mr. Nichols’ logical and systematic approach to problem solving served him well as lead programmer on the PIM project and was an asset during negotiations with the software publisher and the strategic planning for retail channels. He was with the company from 1984 to 1991.

Mr. Nichols then turned his attention to a new endeavor focused on providing specialized graphics support to the aerospace industry. Mr. Nichols became Executive Vice President of Industrial Publications and Graphics, Inc. He managed the daily operations of the business and provided client support for this technical services company. After doubling revenues within the first two years and growing the client base, he was eager to get back into an ownership position. During the following several years, Mr. Nichols attempted to negotiate a buyout of the company from it’s aging owners. After a best-and-final offer was declined, Mr. Nichols left the company to pursue his goals.

In 2000 Mr. Nichols founded and grew LiveWire Corporate Communications, Inc (dba LiveWire Creative Services) into a multi-million dollar vertical market graphics and proposal support company that continues to work on high-profile defense projects for large aerospace and strategic consulting firms throughout the country. Mr. Nichols successfully negotiated million dollar contracts, managed large production crews and developed innovative and strategic direction for the company.

Notable projects include the UCAS proposal project that resulted in a multi-billion dollar win for the Northrop Grumman Corporation, and daily support of the C-17 program for The Boeing Company resulting in the prestigious Malcolm Baldrige Award for performance excellence given by the President of the United States.

In, 2009 Mr. Nichols turned over operational control of LiveWire Corporate Communications to Ms. Dianne Nichols to dedicate himself to his duties as COO for LiveWire Ergogenics. During his tenure at LiveWire Corporate Communications, Mr. Nichols also started and funded a publications company that focused on the sports industry and leveraged the resources and talents of LiveWire Corp Comm. Projects included developing a highly stylized sports publication, corresponding website, and tradeshow. At one point, a large European publisher made an offer to purchase the publication. And although an agreeable arrangement was not reached, the offer validated the efforts of management and the team members.

Although Mr. Nichols is very driven by entrepreneurial forces, he has demonstrated that he is dedicated to committing to his companies and working towards their success. It is important to note that he has stayed with all of his companies beyond the seven-year mark.

Mr. Nichols earned his Bachelor of Arts degree in Economics from the University of California at Davis.

Table of Contents

Richard O. Weed, age 50, Board Member and Secretary.

On December 10, 2009, Richard O. Weed was appointed President, Principal Executive Officer, Chief Financial Officer, Secretary and sole member of the Board of Directors. Following the appointment of Bill Hodson as Chief Executive Officer and Treasurer and Brad J. Nichols as President on September 2, 2011, Mr. Weed remains on the Board of Directors and serves as Secretary. For the past 10 years, Mr. Weed has been a partner in Weed & Co. LLP, Newport Beach, CA, a law firm that provides advice on capital formation and business strategy, including litigation. He received a B.B.A. degree from the University of Texas at Austin in 1984, a Juris Doctor degree from St. Mary's University School of Law in 1987 and an M.B.A degree from the University of Southern California in 1992. In addition, Mr. Weed was an Adjunct Professor of Law at Western State University College of Law, Irvine, California from 1994-1996 and an Adjunct Professor of Business at DeVry Institute of Technology, Long Beach, California in 1997. He is currently a member of the State Bar of California and State Bar of Texas. Mr. Weed devotes 10% of his time to the Company.

In the past five years, Mr. Weed has been involved with a number of companies that have or had reporting obligations under the Exchange Act.

Significant Employees

We have no significant employees other than the executive officers described above.

Family Relationships

There are no familial relationships among any of our officers and directors.

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter, or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) had any bankruptcy petition been filed by or against any business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

Section 16(a) Beneficial Ownership Reporting Compliance

The Company is not aware of any reporting person that failed to file on a timely basis, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.

During 2011, the Company was a “voluntary filer” for purposes of the periodic and current reporting requirements of the Securities and Exchange Commission (the “Commission”). The Company was a voluntary filer because it did not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or listed on an exchange or in any automated inter-dealer quotation system of any national securities association, and it was no longer required to file reports under Section 15(d) of the Exchange Act. The Company was required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act through the year ended December 31, 2008, but that obligation ended after the Company filed its Form 10-K for the year ended December 31, 2008. On January 27, 2012, the Company filed a Form 8-A12G to voluntarily register its common stock pursuant to Section 12(g) of the Act.

Board Composition

Our Bylaws provide that the Board of Directors shall consist of one or more members, but not more than nine, with the exact number to be fixed by our shareholders or our Board of Directors. Each director serves for a term that expires at the next regular meeting of the shareholders or until his successor is elected and qualified. WeAs ~~currently~~of ~~have~~December ~~three~~31, 2014, we had two directors, Bill J. Hodson, and Brad J. Nichols. On February 20, 2015, Brad Nichols submitted his resignation as an executive officer and ~~Richard~~a Odirector of the Board of Directors of the Company effective as of the Board’s acceptance of his resignation on March 2, 2015. ~~Weed~~Mr. Nichols is no longer a member of the Board or any of its committees. We currently have one director, Bill J. Hodson. The directors were chosen to serve on the board of directors following the closing of the Purchase Agreement dated June 30, 2011 based upon the specific experiences and qualification discussed in their respective professional biographies set forth above.

1416

Table of Contents

Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. We do not have an audit committee “financial expert.” Our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” Our determination of independence of directors is made using the definition of “independent director” contained in Rule 4200(a)(15) of the Marketplace Rules of the NASDAQ Stock Market (“NASDAQ”) , even though such definitions do not currently apply to us because we are not listed on NASDAQ. We have determined that none of our directors currently meet the definition of “independent” as within the meaning of such rules.

Stockholder Communications with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Code of Ethics

We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions.

Item 11 -– Executive Compensation

Mr. Hodson, Director, Chief Executive Officer, and Treasurer, has a written five year Employment Agreement with the Company. Mr. Hodson receives base salary of $260,000 per year. The Employment Agreement contains provisions for an increase to $400,000 per year depending upon certain operating milestones for the Company. This employment agreement was modified in 2013 to pay Mr. Hodson a salary of $1.00 per year.

Mr. Nichols, Director, Chief Operating Officer, and President, has a written five year Employment Agreement with the Company. Mr. Nichols receives base salary of $260,000 per year. The Employment Agreement contains provisions for an increase to $400,000 per year depending upon certain operating milestones for the Company. The employment agreement was modified in 2013 to pay Mr. Nichols a salary of $1.00 per year. On February 20, 2015, Brad Nichols submitted his resignation as an executive officer and a director of the Board of Directors of the Company effective as of the Board’s acceptance of his resignation on March 2, 2015. Mr. Nichols is no longer a member of the Board or any of its committees.

Table of Contents

Summary Compensation Table

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Bill Hodson	~~2011~~2012		31190,~~729~~000		0		0		0		0		0		0		31190,~~729~~000
	2012		190,000														190,000
	2013		1														1
Brad Nichols	2011		30,762		0		0		0		0		0		0		30,762
	2014		1												15,000		15,001
	2012		190,000														190,000
Brad Nichols	2012		190,000														190,000
Richard Weed	2011		0		0		0		0		0		0	$	18,000		18,000
	2013		1														1
	2012		0		0		0		0		0		0	$	18,000		18,000
	2014		1														1

The Outstanding Equity Awards at Fiscal Year-End table has been omitted because there were no outstanding equity awards at fiscal year-end.

The Director Compensation table is omitted because each director is a named executive officer and the compensation for service as a director is reflected in the Summary Compensation Table.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth the ownership, as of April 1217, ~~2013~~2015, of our voting securities by each person known by us to be the beneficial owner of more than 5% of our outstanding voting securities, each of our directors and executive officers; and all of our directors and executive officers as a group. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth below, applicable percentages are based upon 68204,~~460~~727,~~139~~594 shares of Common Stock outstanding as of April 1229, ~~2013~~2015. The Company’s Series A Preferred Stock has 1,000 votes per share and votes with the Common Stock on all matters. As such, the owners of the Company’s Series A Preferred Stock have 1,000,000,000 votes on all matters, plus have the right to elect three persons to the Company’s board of directors.

Name of Beneficial Owner	~~Title of Class~~	Title of Class	~~Amount and Nature of Beneficial Ownership~~	Amount and Nature of Beneficial Ownership		~~Percentage~~	Percentage
Bill Hodson, Board Member, Chief Executive Officer, Treasurer	~~Common Stock (1) Series A Preferred Stock~~	Common Stock (1)		~~12,571,488 -~~	14,571,488		~~18 0~~	~~% %~~7.1	%
Brad J. Nichols, Board Member, President, Chief Operating Officer	Common Stock (2) Series A Preferred Stock			14,810,215 0			22 0	% %
Brad J. Nichols, Board Member, President, former Chief Operating Officer		Common Stock (2)			15,749,580			7.7	%
Richard 0. Weed, Board Member, Corporate Secretary	Common Stock (3)			3,204,000			5	%
All officers and Directors as a Group		Common Stock			30,321,068			14.8	%
All officers and Directors as a Group	Common Stock			30,585,703			45	%

(1) includes 628,344 ~~(523,620~~ Class A ~~warrants pre stock split of 1 additional share for every five shares held) Class A~~ Common Stock Purchase Warrants that grants the holder the right to purchase 1 additional share of common stock at $1.00 per share any time before January 31, 2016.

(2) includes 628,344 ~~(523,620~~ Class A ~~warrants pre stock split of 1 additional share for every five shares held) Class A~~ Common Stock Purchase Warrants that grants the holder the right to purchase 1 additional share of common stock at $1.00 per share any time before January 31, 2016 and 939,364 ~~(782,803~~ shares ~~pre stock split~~ of ~~1 additional share for every five shares held)shares of~~ common stock and 939,364 ~~(782,803~~ Class A ~~warrants pre stock split of 1 additional share for every five shares held) Class A~~ Common Stock Purchase Warrants owned by Mr. Nichols’s wife Diane Nichols through LiveWire Corporate Communications, Inc.

(3) includes 642,000 (535,000 Class A warrants pre stock split of 1 additional share for every five shares held)Class A Common Stock Purchase Warrants that grants the holder the right to purchase 1 additional share of common stock at $1.00 per share any time before January 31, 2016.18

Table of Contents

Item 13 - Certain Relationships and Related Transactions, and Director Independence

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of the Company and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

~~Mr.~~Included ~~Hodson,~~in ~~Director~~accounts payable – related parties as of December 31, ~~Chief~~2014 ~~Executive~~and ~~Officer~~2013, $0 and ~~Treasurer~~$70,045, ~~has~~respectively, arelated ~~written~~to ~~five~~legal ~~year~~fees ~~Employment~~payable ~~Agreement~~to ~~with~~a ~~the~~related ~~Company~~party Richard Weed and Weed & Co. ~~Mr.~~ ~~Hodson~~During ~~receives~~the ~~base~~year ~~salary~~ended ofDecember ~~$260~~31,~~000~~ ~~per~~2014 ~~year. The~~the ~~Employment~~Company ~~Agreement~~issued ~~contains~~1,500,000 ~~provisions~~shares ~~for~~of anits ~~increase~~common tostock for conversion of $~~400~~24,~~000~~300 ~~per~~and ~~year~~the ~~depending~~balance ~~upon~~of ~~certain~~$45,745 ~~operating~~was ~~milestones~~forgiven ~~for~~by the ~~Company~~note holder.

16Included in accounts payable – related parties as of December 31, 2014 and 2013 is $0 and $236,341, payable to an entity owned by the controlling shareholders of the Company. The related entity provides marketing and product development costs and general and administrative expenses to the Company. The decrease in accounts payable – related party is due to a reclassification of accounts payable to a note payable related party for the amount of $206,341. During the year ended December 31, 2014, the Company repaid $10,000 in cash.

~~Table~~As of ~~Contents~~December 31, 2014 and 2013 the Company, CEO and President advanced $0 and $43,596 respectively. These advanced loans are unsecured, due upon demand and bear no interest. During the year ended December 31, 2014, the Company repaid $23,000 in cash and issued 1,000,000 shares of Class A common stock to convert the balance of $20,596 valued at $67,000. In addition, the $4,404 was recorded as a stock based compensation and $42,000 was recorded as a loss on settlement of debt during the year ended December 31, 2014.

Mr. Weed, Director and Corporate Secretary, is a partner with Weed & Co. LLP. Weed & Co. LLP has a written fee agreement to perform legal services. Under the fee agreement, Weed & Co. LLP receives a fixed fee of $10,000 per month. Further, Mr. Weed receives $1,500 per month for serving as Corporate Secretary. On July 19, 2011, the Company issued 1,000,000 shares of the newly created Series A Preferred Stock to Weed & Co. LLP in exchange for a $100,000 reduction of the outstanding accounts payable, being the equivalent of One Cent ($0.1) per share of Series A Preferred Stock. Mr. Weed transferred the 1,000,000 shares of the newly created Series A Preferred Stock to Rick Darnell.

During the year ended December 31, 2012, the Company incurred $88,545 in legal fees payable to a related party Weed & Co, LLP. This company is controlled by Richard Weed, an officer of the Company.

The Company incurred $18,000 during the year ended December 31, 2012, payable to Richard Weed for his services to SF Blu as an officer.

$160,500 in accounts payable - related parties due to Weed & Co. was settled during the quarter ended March 31, 2012 with the issuance of 642,000 (535,000 shares pre stock split of 1 additional share for every five shares held) shares of the Company’s common stock and 642,000 (535,000 Class A warrants pre stock split of 1 additional share for every five shares held) Class A warrants. These warrants are exercisable at $1 per share and expire January 31, 2016.

Included in accounts payable – related parties as of December 31, 2012 and 2011, the Company has accrued approximately $217,000 and $140,000 of deferred salary under two employment agreements entered into with the Company’s CEO and the Company’s President in conjunction with the Purchase Agreement.

As of December 31, 2012 and 2011 the Company, CEO and President advanced $42,400 and $0, respectively. These advanced loans are unsecured, due upon demand and bear no interest.

Stockholders advance loans to the Company from time to time to provide financing for operations.

	December 31,		December 31,
	2012		2011
Advances from stockholders	$	47,521	$	47,521

Advances from stockholders carry no interest, have no terms of repayment or maturity, and are payable on demand.

Item 14 – Principal Accountant Fees and Services

The following table sets forth fees billed to us by our auditors during the fiscal years ended December 31, ~~2012~~2014 and ~~2011~~2013 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered.

On January 21, 2013, LiveWire Ergogenics, Inc. (the “Company”) was informed by its independent registered public accounting firm, Sherb & Co., LLP, ("Sherb"), that it has combined its practice with RBSM LLP (the "Merger") effective January 1, 2013. As a result, Sherb effectively resigned as the Company's independent registered public accounting firm and RBSM LLP became the Company's independent registered public accounting firm. The engagement of RBSM LLP as the Company's independent registered public accounting firm was approved by the Board of Directors of the Company on January 31, 2013.

		December 31,		December 31,
		2014		2013
(i)	Audit Fees	$	40,000	$	33,000
(ii)	Audit Related Fees		-		-
(iii)	Tax Fees		-		-
(v)	All Other Fees		-		-
Total fees		$	40,000	$	33,000

		December 31,		December 31,
		2012		2011
(i)	Audit Fees	$	33,000	$	33,000
(ii)	Audit Related Fees		-		-
(iii)	Tax Fees		-		-
(v)	All Other Fees		-		4,500
Total fees		$	33,000	$	37,500

Table of Contents

AUDIT FEES. Consists of fees billed for professional services rendered for the audit of the Company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that ~~are~~is provided by ~~Sherb~~RBSM ~~& Co.,~~ LLP.

AUDIT-RELATED FEES. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of ~~MWW's~~ consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2014 ~~2012~~ or ~~2011~~2013.

TAX FEES. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

ALL OTHER FEES. Consists of fees for products and services other than the services reported above.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre- approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

No.		Description
2.1		Purchase Agreement dated June 30 , 2011 incorporated by reference from Form 8-K filed September 2, 2011 (SEC Accession No. 0001013762-11-002422)
3.1(i)		Articles of Incorporation incorporated by reference from Form S-1 filed February 11, 2008 (SEC Accession No. 0001013762-08-000306)
3.1(ii)		Certificate of Amendment on Name Change to SF Blu Vu, Inc. incorporated by reference from Form 8-K filed October 16, 2009 (SEC Accession No. 0001013762-09-001684)
3.1(iii)		Certificate of Amendment on Name Change to LiveWire Ergogenics, Inc. incorporated by reference from Form 8-K filed November 14, 2011 (SEC Accession No. 0001013762-11-003020)
3.2		Bylaws incorporated by reference from Form S-1 filed February 11, 2008 (SEC Accession No. 0001013762-08-000306)
4.1		Certificate of Designation of the Series A Preferred Stock
10.1		Purchase Agreement dated June 30 , 2011 incorporated by reference from Form 8-K filed September 2, 2011 (SEC Accession No. 0001013762-11-002422)
10.2		Fee Agreement with Weed & Co. LLP dated July 1, 2011 incorporated by reference from Form 8-K/A filed November 28, 2011 (SEC Accession No. 0001013762-11-003194)
10.3		Executive Employment Agreement – Brad Nichols dated July 20, 2011 incorporated by reference from Form 8-K/A filed November 28, 2011 (SEC Accession No. 0001013762-11-003194)
10.4		Executive Employment Agreement – Bill Hodson dated July 20, 2011 incorporated by reference from Form 8-K/A filed November 28, 2011 (SEC Accession No. 0001013762-11-003194)
10.5		Contingent Option Agreement dated July 21, 2011 incorporated by reference from Form 8-K/A filed November 28, 2011 (SEC Accession No. 0001013762-11-003194)
21.1		Subsidiaries of the Registrant filed herewith.
31.1		Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Executive Officer filed herewith.
31.2		Rule 13a-14(a)/15(d)-14(a) Certificate of Chief Accounting Officer filed herewith.
32.1		Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 filed herewith.
32.2		Chief Accounting Officer Certification Pursuant to 18 U.S.C. Section 1350 filed herewith.
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema Document *
101.CAL		XBRL Taxonomy Calculation Linkbase Document *
101.LAB		XBRL Taxonomy Labels Linkbase Document *
101.PRE		XBRL Taxonomy Presentation Linkbase Document *
101.DEF		XBRL Definition Linkbase Document *

~~SIGNATURES~~20

~~Pursuant~~Table ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~Contents

	LIVEWIRE ERGOGENICS INC.
Dated: April 16, 2013	By:	/s/Bill J. Hodson
		Bill J. Hodson
		Chief Executive Officer
		Chief Accounting Officer

SIGNATURES

Pursuant to the requirements of the 18Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIVEWIRE ERGOGENICS INC.


Dated: May 8, 2015	By:	/s/ Bill J. Hodson
		Bill J. Hodson
		Chief Executive Officer
		Chief Accounting Officer

Filing Compare · LiveWire Ergogenics, Inc.