FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2013~~2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT

Commission file number: 000-~~525-33~~52533

HANGOVER JOE’'S HOLDING CORPORATION

(Exact name of the registrant as specified in its charter)

Colorado	20-8097439
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

9457 S. University #349

Highlands Ranch, CO 80126

(Address of principal executive offices)

303-872-5939

Telephone number, including ~~Area code~~

Area code

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No 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:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting Company x

There were ~~122~~166,~~591~~542,~~301~~006 shares of the registrant's $0.001 par value common stock outstanding as of ~~December~~August 1914, ~~2013~~2014.

HANGOVER JOE’'S HOLDING CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~2014

CONTENTS

PART I – Financial Information		Page
Item 1. Financial Statements		2
Item 1. Financial statements		3
Consolidated Financial Statements (unaudited):
Consolidated financial statements (unaudited):		3
Consolidated Balance Sheets at September 30, 2013 and December 31, 2012		2
Consolidated balance sheets at June 30, 2014 and December 31, 2013		3
Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2013 and September 30, 2012		3
Consolidated statements of operations for the six months and three months ended June 30, 2014 and June 30, 2013		4
Consolidated Statement of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2013		4
Consolidated statement of changes in deficit for the six months ended June 30, 2014		5
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and September 30, 2012		5
Consolidated statements of cash flows for the six months ended June 30, 2014 and June 30, 2013		6
Notes to Consolidated Financial Statements		6 – 18
Notes to consolidated financial statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18 - 23
Item 2. Management's discussion and analysis of financial condition and results of operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 3. Quantitative and qualitative disclosures about market risk		27
Item 4. Controls and procedures		28
PART II – Other Information
Item 1. Legal Proceedings		24
Item 1. Legal proceedings		28
Item 1A. Risk Factors		24
Item 1A. Risk factors		28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 2. Unregistered sales of equity securities and use of proceeds		28
Item 5. Other Information		24
Item 3. Defaults upon senior security		31
Item 6. Exhibits		24
Item 4. Mine safety disclosures		31
Item 5. Other information		31
Item 6. Exhibits		32

HANGOVER JOE’S HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2013			2012
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	9,627		$	8,779
Accounts receivable, net		42,235			131,273
Inventory		52,813			26,634
Prepaid expenses		-			188,570
Total current assets		104,675			355,256
PROPERTY AND EQUIPMENT, NET		2,416			3,215
TOTAL ASSETS	$	107,091		$	358,471
LIABILITIES AND DEFICIT
CURRENT LIABILITIES
Accounts payable	$	919,542		$	594,866
Accrued expenses		362,612			960,465
Stock subscription deposit		320,500			-
Revolving note payable		378,216			97,611
Convertible note		117,733			-
Payable to shareholder		-			20,000
Mandatorily redeemable preferred stock		67,500			-
Notes payable - related party		89,422			89,422
TOTAL LIABILITIES, all current		2,255,525			1,762,364
COMMITMENTS AND CONTINGENCIES
DEFICIT
Preferred stock; $0.10 par value; authorized shares-10,000,000
Series A; 425,000 authorized shares, 87,501 and 87,501 shares
issued and outstanding, respectively		315,078			315,078
Common stock; $0.001 par value; 150,000,000 authorized shares,
122,591,301 and 120,846,348 shares issued and outstanding,
respectively		122,592			120,847
Additional paid-in capital		1,569,604			623,790
Accumulated deficit		(4,155,708	)		(2,463,608	)
Total deficit		(2,148,434	)		(1,403,893	)
TOTAL LIABILITIES AND DEFICIT	$	107,091		$	358,471

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

HANGOVER JOE’'S HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS


	June 30,			December 31,
	2014			2013
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	17,674		$	2,882
Accounts receivable, net		4,085			-
Deposits		39,984			-
Total current assets		61,743			2,882

PROPERTY AND EQUIPMENT, NET		1,342			2,149

TOTAL ASSETS	$	63,085		$	5,031

LIABILITIES AND DEFICIT
CURRENT LIABILITIES
Accounts payable	$	996,308		$	972,139
Accrued expenses		640,683			528,627
Revolving credit facility		416,436			416,436
Stock subscription deposit		30,000			342,500
Mandatorily redeemable Series B preferred stock		67,500			67,500
Notes payable - net of discounts of $138,036 in 2014 and $33,740 in 2013		352,852			130,149
Notes payable and other - related party		216,623			180,440

TOTAL LIABILITIES (ALL CURRENT)		2,720,402			2,637,791

COMMITMENTS AND CONTINGENCIES

DEFICIT
Preferred stock; $0.10 par value; authorized shares - 10,000,000
Series A; 425,000 authorized shares, none
issued and outstanding		-			-
Series C; 500,000 authorized shares, none
issued and outstanding		-			-
Series D; 200,000 authorized shares, none
issued and outstanding		-			-
Common stock; $0.001 par value; 500,000,000 authorized shares,
148,276,502 (2014) and 122,591,301 (2013) shares issued and outstanding,					-
respectively		148,277			122,592
Common stock to be issued		315,078			315,078
Additional paid-in capital		2,570,572			1,582,104
Accumulated deficit		(5,691,244	)		(4,652,534	)
Total deficit		(2,657,317	)		(2,632,760	)

TOTAL LIABILITIES AND DEFICIT	$	63,085		$	5,031

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

HANGOVER JOE'S HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	Quarter Ended						Six Months Ended
	September 30,						September 30,
	June 30,						June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
NET SALES	$	~~4,145~~625		$	~~386~~152,~~560~~131		$	~~322~~1,~~120~~667		$	~~736~~317,~~081~~975
COST OF GOODS SOLD		~~3,275~~173			~~244~~125,~~154~~835			~~252,214~~256			~~479~~248,~~736~~939
GROSS PROFIT		~~870~~452			~~142~~26,~~406~~296			691,~~906~~411			~~256~~69,~~345~~036
OPERATING EXPENSES
Selling and marketing		~~146~~78,~~121~~531			~~258~~242,~~167~~578			~~573~~266,~~034~~384			~~607~~426,~~434~~913
General and administrative		~~202~~466,~~385~~484			~~277~~252,~~796~~859			~~898~~606,~~028~~523			~~591~~695,~~723~~643
Total operating expenses		~~348~~545,~~506~~015			~~535~~495,~~963~~437			1872,~~471,062~~907			1,~~199~~122,~~157~~556
LOSS FROM OPERATIONS		(~~347~~544,~~636~~563	)		(~~393~~469,~~557~~141	)		(1871,~~401,156~~496	)		(~~942~~1,~~812~~053,520	)
OTHER EXPENSE
Interest expense		(5244,~~455~~440	)		4(115,715	)		(~~290~~167,~~944~~214	)		(~~211~~238,489	)
NET LOSS	$	(~~400~~589,~~091~~003	)	$	(~~393~~584,~~553~~856	)	$	(1,~~692~~038,~~100~~710	)	$	(~~943~~1,~~023~~292,009	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE		*			*		$	(0.01	)	$	(0.01	)
BASIC AND DILUTED NET LOSS PER
Basic and diluted weighted average common shares outstanding		122,591,301			108,791,655			122,496,505			66,674,801
COMMON SHARE	$	*		$	(0.01	)	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average common
shares outstanding		120,692,891			120,942,682			121,266,222			120,942,682

~~The~~* ~~accompanying~~Less ~~notes~~than ~~are~~($0.01) anper ~~integral part of these unaudited consolidated financial statements.~~share

3The accompanying notes are an integral part of these financial statements.

HANGOVER JOE’S HOLDING CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

NINE MONTHS ENDED SEPTEMBER 30, 2013

(Unaudited)

							Preferred Stock				Additional
	Common Stock						Series A				paid-in		Accumulated
	Shares			Amount			Shares		Amount		capital		deficit			Total
Balances, January 1, 2013		120,846,348		$	120,847			87,501	$	315,078	$	623,790	$	(2,463,608	)	$	(1,403,893	)
Common shares returned by founder		(4,500,000	)		(4,500	)		-		-		4,500		-			-
Common shares issued for accrued
settlement costs		4,500,000			4,500			-		-		648,000		-			652,500
Common shares issued for
debt financing costs		194,953			195			-		-		21,055					21,250
Common shares issued for accrued
consulting services		1,500,000			1,500			-		-		223,500		-			225,000
Beneficial conversion feature		-			-			-		-		31,735		-			31,735
Common shares issued for settlement		50,000			50			-		-		5,450		-			5,500
Warrants to acquire common shares
issued for investor relations services		-			-			-		-		11,574		-			11,574
Net loss		-			-			-		-		-		(1,692,100	)		(1,692,100	)
Balances, September 30, 2013		122,591,301		$	122,592			87,501	$	315,078	$	1,569,604	$	(4,155,708	)	$	(2,148,434	)

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

HANGOVER JOE’'S HOLDING CORPORATION

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~CASH~~CHANGES ~~FLOWS~~IN DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2014

(Unaudited)

	Nine Months Ended
	Common Stock						Common Stock		Additional Paid-in		Accumulated
	September 30,
	Shares			Amount			to be Issued		Capital		Deficit			Total
	2013			2012
Balances, January 1, 2014		122,591,301		$	122,592		$	315,078	$	1,582,104	$	(4,652,534	)	$	(2,632,760	)
CASH FLOW FROM OPERATING ACTIVITIES:
Common shares returned by founder		(26,013,736	)		(26,014	)		-		-		-			(26,014	)
Net loss	$	(1,692,100	)	$	(943,023	)
Common shares reissued to founder		26,013,736			26,014			-		-		-			26,014
Adjustments to reconcile net loss to net cash used in
Common shares issued for stock subscription		10,275,000			10,275			-		332,225		-			342,500
operating activities:
Common shares issued for conversion of
Contributed services		-			50,000
note payable		6,000,000			6,000			-		41,000		-			47,000
Bad debt expense		82,405			11,624
Common shares issued for
Amortization of prepaid consulting paid for in stock		278,618			-
consulting services		4,910,201			4,910			-		181,498		-			186,408
Amortization of debt issuance costs		231,475			-
Beneficial conversion feature		-			-			-		143,245		-			143,245
Amortization of debt discount		10,578
Common shares issued for accrued expenses		4,500,000			4,500					190,500					195,000
Warrant issued for services		11,574			-
Warrants issued for services										100,000					100,000
Settlement costs to dissenting shareholder		5,500			-
Net loss		-			-			-		-		(1,038,710	)		(1,038,710	)
Depreciation expense		799			708
Balances, June 30, 2014		148,276,502		$	148,277		$	315,078	$	2,570,572	$	(5,691,244	)	$	(2,657,317	)
Stock-based compensation		-			18,688
Changes in operating assets and liabilities:
Accounts receivable		6,633			(107,123	)
Prepaid expenses		44,952			(70,110	)
Deposits		-			7,500
Inventory		(26,179	)		(80,379	)
Accounts payable		324,676			371,806
Customer deposits		-			99,140
Accrued expenses		144,647			(28,865	)
Net cash used in operating activities		(576,422	)		(670,034	)
CASH FLOW FROM INVESTING ACTIVITIES:
Net cash received from sale of subsidiary interest					10,044
Purchase of property, plant and equipment		-			(1,098	)
Net cash provided by investing activities		-			8,946
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			710,214
Deposit on stock subscription		320,500			-
Payment made to dissenting shareholder		(20,000	)		-
Borrowings under revolving credit facility		481,263			-
Payments under revolving credit facility		(103,046	)		-
Net payments under inventory financing payable		(97,610	)		(23,712	)
Cash received for convertible note payable		125,000			-
Cash paid for debt issuance costs		(71,337	)		-
Redemption of Series B Preferred Stock		(57,500	)		-
Advances (paid to) received from related party		-			(26,957	)
Withdrawals		-			(10,579	)
Net cash provided by financing activities		577,270			648,966
Net (decrease) increase in cash		848			(12,122	)
Cash, beginning of period		8,779			53,048
Cash, end of period	$	9,627		$	40,926
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid	$	23,445		$	223
SUPPLEMENTAL DISCLOSURE OF NONCASH ITEMS
Mandatorily redeemable preferred stock issued for
debt issuance costs	$	125,000		$	-
Common stock issued for debt issuance costs	$	21,250		$	-
Common stock issued for accrued settlement	$	652,500		$	-
Common stock issued for accrued consulting	$	225,000		$	-
Beneficial conversion recorded on convertible note	$	31,735		$	-
Discount issued for debt issuance costs	$	13,888		$	-

The accompanying notes are an integral part of these ~~unaudited consolidated~~ financial statements.

HANGOVER JOE'S HOLDING CORPORATION

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~UNAUDITED~~OF ~~CONSOLIDATED~~CASH ~~FINANICAL STATEMENTS~~FLOWS

~~THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012~~(unaudited)

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT’S PLANS



	Six Months Ended
	June 30,
	2014			2013
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(1,038,710	)	$	(1,292,009	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Amortization of prepaid consulting paid for in stock		-			278,618
Amortization of debt issuance costs		79,629			213,338
Warrant issued for services		100,000			11,574
Settlement costs to dissenting shareholder		-			5,500
Depreciation expense		807			533
Stock-based compensation		186,408			-
Changes in operating assets and liabilities:
Accounts receivable		(4,085	)		(44,858	)
Deposits and prepaid expenses		(39,984	)		(10,537	)
Inventory		-			(32,538	)
Accounts payable		24,169			262,584
Accrued expenses and other current liabilities		307,056			97,096
Net cash used in operating activities		(384,710	)		(510,699	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment made to dissenting shareholder		-			(20,000	)
Borrowings under revolving credit facility		-			481,263
Payments under revolving credit facility		-			(73,287	)
Cash paid for debt issuance costs		-			(71,337	)
Net payments under inventory financing payable					(97,611	)
Redemption of Series B Preferred Stock		-			(22,500	)
Deposit on stock subscription		30,000			272,500
Advances received from related party		29,000			-
Borrowings under convertible note payable		340,502			100,000
Net cash provided by financing activities		399,502			569,028

Net increase in cash		14,792			58,329
Cash, beginning of period		2,882			8,779
Cash, end of period	$	17,674		$	67,108


SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid	$	-		$	23,445

~~Organization:~~The accompanying notes are an integral part of these financial statements.

Hangover Joe’s Holding Corporation (“HJHC” or the “Company”) was originally incorporated in the State of Colorado in December 2005 as Across American Real Estate Exchange, Inc. (“AAEX”). In May 2010, AAEX changed its name to Accredited Members Holding Corporation (“AMHC”). On July 25, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Hangover Joe’s, Inc., a privately-held Colorado corporation (“HOJ”), whereby on July 25, 2012, the Company acquired HOJ in a reverse triangular merger (the “Acquisition”). Prior to the Acquisition, the Company had 36,807,801 shares outstanding. Upon closing the Acquisition, the Company issued 83,514,827 common shares to the HOJ shareholders in exchange for all of their ownership interests in HOJ such that the former owners of HOJ owned approximately 69% of the Company post Acquisition. The shareholders of the Company prior to the Acquisition owned approximately 31% of the Company post Acquisition. In connection with the Acquisition on July 25, 2012, the Company changed its name to Hangover Joe’s Holding Corporation.

The Merger Agreement further provided that within five business days after the closing of the Acquisition, the Company would sell to Accredited Members Acquisition Corporation (“Buyer”) all of the equity interests in three of the Company’s subsidiaries (the “Sale”), being Accredited Members, Inc., AMHC Managed Services, Inc. and World Wide Premium Packers, Inc. (collectively, the “Subsidiaries”). Buyer is a privately-held Colorado corporation owned by two former directors of the Company, JW Roth and David Lavigne. The parties closed the Sale on July 27, 2012. The Buyer paid $10,000 and assumed all liabilities related to the business of the Subsidiaries in exchange for all of the shares in the Subsidiaries owned by the Company.

HOJ is a Colorado corporation formed on March 5, 2012. HOJ was formed for the purpose of acquiring all of the assets of both Hangover Joe’s Products LLC (“HOJ LLC”) and Hangover Joe’s Joint Venture (“HOJ JV”). HOJ LLC had conducted operations through HOJ JV, with the owner of HOJ LLC being one of the same owners and control persons of HOJ JV. Effective March 30, 2012, HOJ acquired the net assets of HOJ LLC and HOJ JV through the issuance of common stock of HOJ. Because HOJ had no significant assets or business operations prior to the merger and each of these entities were owned by the same control group, this transaction was accounted for as a reorganization of entities under common control. Accordingly, the historical results of operations of HOJ LLC and HOJ JV prior to March 30, 2012 are included in the results of operations of the Company.

Because all of the operating businesses of AMHC were contemporaneously sold within five business days after the Acquisition, the transaction has been accounted for as a recapitalization of HOJ. Accordingly, the accompanying consolidated financial statements include the financial position, results of operations and cash flows of HOJ and its predecessor entities, HOJ LLC and HOJ JV, prior to the date of Acquisition. The historical results of operations and cash flows of AMHC and the Subsidiaries prior to the date of the Acquisition have been excluded from the accompanying consolidated financial statements. The stockholders’ equity of HOJ prior to the Acquisition has been retroactively restated for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the AMHC and HOJ common stock, with an offset to additional paid-in capital. The restated consolidated accumulated deficit of the accounting acquirer (HOJ) has been carried forward after the exchange.

Description of Business:

The Company sells an all-natural, two-ounce beverage, formulated to help relieve the symptoms associated with alcohol induced hangovers – the Hangover Recovery Shot. The Hangover Recovery Shot is an officially licensed product of The Hangover movie series from Warner Brothers. The Company has registered the trademark “Hangover Joe’s Get Up & Go” with the U.S. Patent and Trademark office. The assets consist of intellectual property relating to Hangover Joe’s Recovery Shot, including but not limited to a license agreement dated July 19, 2011, between HOJ LLC and Warner Bros. Consumer Products, Inc. The license agreement permits HOJ to use the costumes, artwork logos, and other elements depicted in the 2009 movie “The Hangover” during the term of the license agreement, as amended, which expires January 31, 2016. The Company sells its products primarily to convenience stores, liquor stores, and grocery stores through distribution agreements, as well as through online internet sales. The Company began selling a hangover recovery shot in February 2011 and began selling the licensed Hangover Joe’s Recovery Shot in July 2011. HOJ is actively seeking to expand the distribution of the Hangover Joe’s Recovery Shot, and has recently entered into distribution agreements to expand its reach to Australia, New Zealand and Canada.

~~Management’s~~NOTE ~~plans~~1 – ORGANIZATION, DESCRIPTION OF BUSINESS, GOING CONCERN AND MANAGEMENT'S PLANS

The accompanying consolidated financial statements ~~have~~of ~~been~~Hangover ~~prepared~~Joe's ~~assuming~~Holding ~~that~~Corporation ~~the~~and ~~Company~~its ~~will~~subsidiary ~~continue~~Hangover asJoe's, aInc. (collectively ~~going~~referred ~~concern.~~to ~~The~~as, the "Company", ~~reported~~"we", aor ~~net~~"our") ~~loss~~have ofbeen ~~approximately~~prepared ~~$400,000~~in ~~and~~accordance ~~$1,692,000~~with ~~for~~ the ~~three~~instructions ~~and~~to ~~nine~~quarterly ~~months~~reports ~~ended~~on ~~September~~Form ~~30,~~10-Q. ~~2013,~~In ~~and~~the aopinion ~~working~~of ~~capital~~management, ~~deficiency~~all ~~and~~adjustments ~~accumulated~~(which ~~deficit~~include ofonly ~~approximately~~normal ~~$2,150,000~~recurring ~~and~~adjustments) ~~$4,155,000,~~necessary ~~respectively,~~to atpresent ~~September~~fairly ~~30,~~the ~~2013. The~~financial ~~Company~~position, ~~has~~results aof ~~limited~~operations ~~operating~~and ~~history~~changes ~~and~~in ~~has~~financial ~~relied~~position ~~primarily~~at onJune ~~debt~~30, ~~financing~~2014, and ~~private~~for ~~placements~~all ofperiods ~~its~~presented, ~~common~~have ~~stock~~been ~~to fund its operations~~made. It isCertain ~~also~~information inand ~~default~~footnote ondata ~~its~~necessary ~~revolving~~for ~~credit~~a ~~facility~~fair ~~with~~presentation ~~TCA~~of ~~Global~~financial ~~Financial~~position ~~(note~~and ~~3). The~~results ~~Company~~of ~~cannot~~operations ~~provide~~in ~~any~~conformity ~~assurance~~with itaccounting ~~will~~principles begenerally ~~able~~accepted toin ~~raise~~the ~~funds~~United ~~through~~States aof ~~future~~America ~~issuance~~have ofbeen ~~debt~~condensed or ~~equity~~omitted. toIt ~~carry~~is ~~out~~therefore ~~its~~suggested ~~business~~that ~~plan.~~these ~~These~~financial ~~conditions~~statements ~~raise~~be ~~substantial~~read ~~doubt~~in ~~about~~conjunction with the ~~Company’s~~summary ~~ability~~of tosignificant ~~continue~~accounting aspolicies aand ~~going~~notes ~~concern.~~to ~~The~~ financial statements doincluded ~~not~~in ~~include~~the ~~any~~Company's ~~adjustments~~Annual toReport ~~reflect~~on ~~the~~Form ~~possible~~10-K ~~future~~for ~~effects on~~ the ~~recoverability~~year ~~and~~ended ~~classification~~December ~~of assets~~31, or2013. ~~the~~The ~~amounts~~results ~~or classification~~ of ~~liabilities~~operations ~~that~~for ~~may result from~~ the ~~possible~~periods ~~inability~~ended ofJune ~~the~~30, ~~Company~~2014 toare ~~continue~~not asnecessarily aan ~~going~~indication ~~concern.~~of ~~Management’s~~operating ~~plans~~results ~~with~~for ~~regards~~the tofull ~~these conditions are described below~~year.

~~Management~~Description ~~has~~of ~~taken various steps to increase capital resources and improve liquidity.~~ Business

-The OnCompany ~~April~~is ~~12,~~in ~~2013,~~ the ~~Company~~business ~~executed~~of aselling ~~term~~two-ounce ~~sheet~~beverage ~~with~~shots, antypically ~~accredited~~to ~~investor~~retailers ~~(“Investor”)~~who ~~for~~place athem ~~proposed~~near ~~investment~~the ofcash ~~$1,000,000~~registers in ~~the~~convenience ~~Company~~stores inand ~~exchange~~other ~~for~~retail ~~15,000,000~~outlets. Historically ~~shares~~the ofCompany's ~~common~~sole ~~stock,~~product ~~5,000,000~~was ~~shares~~an ofall-natural, ~~newly~~two-ounce ~~authorized Series C Preferred Stock (convertible into 15~~beverage,~~000,000~~ ~~shares~~formulated ~~of common stock) and warrants~~ to ~~acquire~~help ~~500,000~~relieve ~~shares~~the ofsymptoms ~~common~~associated ~~stock~~with atalcohol ~~$0.12~~induced ~~for~~hangovers a– ~~period~~the ofHangover ~~five~~Recovery ~~years~~Shot. The ~~first~~Hangover ~~tranche~~Recovery ofShot ~~$500,000~~is ~~was~~an toofficially belicensed ~~deposited~~product ~~on or before May 17, 2013 in exchange for 15,000,000 shares~~ of ~~common~~The ~~stock~~Hangover ~~and~~movie ~~warrants~~series tofrom ~~acquire~~Warner ~~250,000 common shares described above~~Brothers. ~~The~~In ~~second tranche of $500~~2014,~~000~~ iswe toadded bean ~~deposited~~all-natural oncaffeine orand ~~before~~sugar ~~September~~free ~~20,~~energy ~~2013~~shot inlicensed ~~exchange~~through ~~for~~Larry ~~5,000,000~~the ~~shares~~Cable ofGuy's ~~Series~~Git-R-Done CProductions ~~Preferred~~marketed ~~Stock~~as ~~and~~the ~~warrants~~Git-R-Done toEnergy ~~acquire~~Shot. The ~~250,000~~Company ~~common~~has ~~shares~~sold ~~described~~its ~~above~~products ~~(See~~primarily ~~Note~~to ~~7).~~convenience ~~As of December 18~~stores, ~~2013,~~liquor ~~the Company received $340~~stores,~~500~~ ~~toward~~and ~~the~~grocery ~~first~~stores ~~investment~~through ~~tranche~~distribution ~~($20~~agreements,~~000~~ ofas ~~which~~well ~~was~~as ~~received~~through ~~subsequent~~online tointernet ~~September 30, 2013) (Note 7)~~sales.

-	In June 2013, the Company entered into a 12% 12 month convertible note for up to a maximum borrowing of $500,000 with JMJ Financial, Inc. The Company was advanced $125,000, less fees and closing costs. (Note 3).
-	In November 2013, the Company entered an arrangement with Fundable.com to raise $500,000. (Note 9). To date, this project has not commenced. Additionally the Company has entered into a $25,000 convertible note with JSJ Financial; however no funds have been received under this note agreement.

Going Concern and Management's plans

-The ~~Management~~accompanying ~~has~~consolidated ~~also~~financial ~~taken~~statements ~~steps~~have tobeen ~~reduce~~prepared ~~its~~assuming ~~operating~~that ~~costs~~the Company will continue as a going concern. AsThe ~~part~~Company reported a net loss of ~~this~~approximately ~~effort~~$589,000 ~~certain~~for ~~executive~~the ~~officers~~quarter ~~and~~ended ~~consultants~~June ~~agreed~~30, to2014, ~~defer~~and a ~~portion~~working ofcapital ~~their~~deficiency ~~compensation~~and ~~effective~~accumulated ~~October~~deficit 1of approximately $2,659,000 ~~2012.~~and On$5,691,000, ~~December~~respectively, 16at June 30, ~~2013~~2014 ($1,039,000 for the ~~Company~~six ~~announced~~months ~~signing~~ended ofJune a30, ~~distribution~~2014). ~~contract~~The ~~for~~Company ~~the~~has ~~sale~~a oflimited ~~hangover~~operating ~~recovery~~history ~~shots~~and inhas ~~Japan.~~not ~~Over~~generated ~~the~~any ~~next~~significant ~~three~~sales ~~years~~since the ~~Company~~end ~~intends~~of tothe ~~distribute~~second ~~its~~quarter ~~recovery~~of ~~shots~~2013, ~~through~~and upit tohas ~~8,600~~relied ~~drug~~primarily ~~and~~on ~~food~~debt ~~stores,~~financing and ~~sales~~private ~~are~~placements ~~expected~~of toits ~~reach~~common ~~over~~stock 10to ~~million~~fund ~~bottles~~its operations. ~~This~~Due isto a lack of liquidity, the ~~largest~~Company ~~distribution~~has ~~agreement~~had ~~yet~~difficulty ~~internationally~~in ~~for~~paying ~~the~~its ~~Company~~obligations toand ~~date.~~defaulted ~~The~~on ~~Company~~its ~~intends~~revolving tocredit ~~start~~facility ~~shipping~~(Note ~~containers~~3), toand ~~Japan~~although inthe ~~early~~Company ~~2014.~~settled ~~The~~this ~~contract~~default, ~~calls~~the ~~for~~Company ~~one~~cannot ~~million~~provide ~~bottles~~any toassurance it will be ~~shipped~~able into ~~2014,~~raise ~~which~~funds ~~would~~through ~~exceed~~a ~~all~~future issuance of ~~our~~debt ~~sales~~or equity to ~~date,~~carry ~~followed~~out byits ~~three~~business ~~million~~plan ~~bottles~~and/or inmeet ~~2015,~~its ~~and~~remaining ~~six~~obligations ~~million~~under inthe ~~2016~~settlement. ~~The~~These ~~Company~~conditions israise ~~pursuing~~substantial ~~additional~~doubt ~~opportunities~~about ~~but~~the ~~has~~Company's noability ~~assurance~~to ~~they~~continue ~~will~~as ~~materialize~~a going concern. The ~~contract~~financial ~~will~~statements ~~require~~do ~~marketing~~not ~~support~~include ~~and~~any ~~additional~~adjustments ~~capital~~to ~~which~~reflect the ~~company~~possible ~~intends~~future toeffects ~~pursue~~on ~~vigorously.~~the ~~There~~recoverability isand noclassification ~~assurance~~of assets, or the ~~Company~~amounts ~~can~~or ~~raise~~classification of liabilities that may result from the ~~capital~~possible orinability ~~perform~~of the ~~contractual~~Company ~~requirements~~to ~~without~~continue ~~capital~~as a going concern.

~~NOTE~~Management 2has –pursued ~~SIGNIFICANT~~and intends ~~ACCOUNTING~~to ~~POLICIES~~continue to pursue debt and/or equity financing arrangements with potential investors in order to obtain sufficient working capital necessary to carry out its business plan (Notes 3 and 9). The Company has also taken steps to minimize costs, and has continued to explore various business opportunities.

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2012.

The ~~accompanying~~Company ~~unaudited~~has ~~consolidated~~raised ~~financial~~approximately ~~statements~~$521,000 ofin ~~the~~2014 ~~Company~~promissory ~~have~~notes ~~been~~through ~~prepared~~August ~~pursuant~~14, to2014, ~~the~~that ~~rules~~are ~~and~~convertible ~~regulations~~into ofcommon ~~the~~stock ~~Securities~~at ~~and~~a ~~Exchange~~discount ~~Commission.~~of ~~Accordingly,~~an ~~they~~average doof ~~not~~approximately ~~include~~50% ~~all~~or ofmore. ~~the~~These ~~information~~notes ~~and~~depend ~~footnotes~~on ~~required~~the bywillingness ~~accounting~~of ~~principles~~investors ~~generally accepted~~ in the ~~United~~public ~~States~~markets ofto ~~America~~buy ~~(“GAAP”)~~stock ~~for~~both ~~complete~~now ~~consolidated~~and ~~financial~~in ~~statements~~the future. InThose ~~the~~investors ~~opinion~~ultimately oflook ~~management,~~to the ~~unaudited~~success ~~consolidated~~of ~~financial~~our ~~statements~~products ~~included~~ in ~~this~~the ~~quarterly~~market ~~report~~place, ~~reflect~~including ~~all~~our ~~adjustments~~new product (~~consisting~~see ~~only~~Notes of2 ~~normal~~and ~~recurring adjustments~~6). ~~that~~We ~~the~~remain ~~Company~~optimistic ~~considers~~that ~~necessary~~we ~~for~~can aand ~~fair~~will ~~presentation~~develop ofa ~~its~~successful ~~financial~~and ~~position~~profitable atmarket ~~the~~for ~~dates~~our ~~presented~~product, and ~~the~~although ~~Company’s~~initial ~~results~~distribution ~~of operations~~ and ~~cash~~test ~~flows~~data ~~for~~are ~~the~~promising, ~~periods~~we ~~presented. The~~believe ~~Company’s~~it ~~interim~~is ~~results~~premature ~~are~~to ~~not~~offer ~~necessarily~~an ~~indicative~~assessment ofas ~~the~~to ~~results~~how towell bewe ~~expected~~will ~~for~~perform ~~the~~in ~~entire~~future ~~year~~periods.

The Company is also pursuing additional opportunities, but there can be no assurance that any existing or contemplated plans will materialize, and fulfilling any such existing or contemplated contracts will require significant marketing support and additional capital, of which there can be no assurance the Company will be able to raise funds sufficient to continue with the Company's business plan.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of ~~the~~Hangover ~~Company~~Joe's Holding Corporation and its 100%-owned subsidiary, Hangover Joe's, Inc. All intercompany accounts, transactions, and profits are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with ~~GAAP~~Generally ~~requires~~Accepted Accounting Principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates are used in accounting for certain items such as the allowance for doubtful accounts, revenue recognition, and stock-based compensation. Estimates are based on historical experience, where applicable, and assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.

Accounts Receivable and Concentration of Credit Risk

The Company is subject to credit risk through trade receivables. This credit risk is mitigated by the diversification of the Company’s operations, as well as its customer base. The Company grants varying payment terms to its customers. Payment terms for customers can vary from due upon receipt up to net 45 days.

Four customers comprise approximately 84% of trade accounts receivable at September 30, 2013; these individual customer balances represent approximately 26%, 21%, 19% and 18% of the trade accounts receivable. Two customers comprise approximately 78% of the trade accounts receivable at December 31, 2012; these individual customer balances represent approximately 65%, and 13% of the total trade accounts receivable. No single customer accounted for 10% or more of net sales for the three or nine months ended September 30, 2013. One customer accounted for 44% and 23% of net sales for the three months and nine months ended September 30, 2012 respectively.

Ongoing credit evaluations of customers’ financial condition are performed. Collateral is not required. The Company maintains an allowance when necessary for doubtful accounts that is the Company’s best estimate of potentially uncollectible trade receivables. Provisions are made based upon a specific review of all significant outstanding invoices that are considered potentially uncollectible in whole or in part. For those invoices not specifically reviewed or considered uncollectible, general provisions are provided at different rates, based upon the age of the receivable, historical experience, and other currently available evidence. The allowance estimates are adjusted as additional information becomes known or as payments are made. As of September 30, 2013 the allowance for doubtful accounts was approximately $113,000 and at December 31, 2012, the allowance for doubtful accounts was $11,624.

Inventory

Inventory is valued at the lower of cost (first-in, first-out) or market value. The inventory at September 30, 2013 consisted of finished goods and packing supplies and at December 31, 2012 primarily consisted of packing supplies.

License and Royalties

The Company has a license with Warner Bros. Consumer Products, Inc. (“"WBCP”") that allows the Company the use of the costumes, artwork, logos and other elements depicted in the 2009 movie, The Hangover. This license, as amended, expires January 31, 2016. In January 2014, the Company entered into an initial two-year license agreement with Git-R-Done Productions, Inc. (the "Larry the Cable Guy" license), which allows the Company the rights to the use of certain artwork, logos and other elements used by the comedian known as "Larry the Cable Guy". The terms of the WBCP ~~license~~and Larry the Cable Guy licenses provide for royalties based on a percentage of products sold, as defined, subject to agreed-upon guaranteed minimum royalties (Note 6). Guaranteed minimum royalty payments are made periodically over the term of the license and are recorded when paid as aan ~~prepaid~~asset ~~expense~~ in the balance sheet. The ~~prepaid~~asset ~~expense~~ is amortized to ~~royalties~~expense inas ~~cost of goods sold at a ratio of current period~~ revenues tofrom ~~the~~related ~~total~~products ~~revenues~~are ~~expected to be recorded over the term of the license~~sold. ~~The~~ ~~Company~~If ~~reviews~~management ~~its~~determines ~~sales~~that ~~projections~~all ~~quarterly~~or toany ~~determine~~part ~~the likely recoverability~~ of ~~its~~the ~~prepaid asset, as well as any unpaid~~ minimum ~~obligation. If~~guaranteed ~~management~~amounts ~~determines~~appear ~~that the prepaid expense is~~ unlikely to be recovered bythrough future product sales, ~~prepaid~~the ~~license~~non-recoverable ~~expense~~portion is charged to ~~cost~~the ofperiod ~~goods~~in ~~sold,~~which ~~based~~such ondetermination ~~current~~is made. For the three and ~~expected~~six ~~revenues,~~months inended ~~the~~June ~~period~~30, in2014 ~~which~~minimum ~~such~~guaranteed ~~determination~~amounts ishave ~~made~~been expensed.

Revenue Recognition

The Company ~~has~~sells ~~contractual~~its ~~agreements~~product ~~with~~primarily ~~certain~~through third-party distributors. ~~Under~~ The ~~the agreements, the~~ Company is not guaranteed any minimum level of sales or transactions. The Company also offers its products for sale through its website at www.hangoverjoes.com. All sales in the quarter and year to date of 2014 were through the website.

The Company recognizes revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists; (2) delivery to third party distributors and consumers via the Company’'s website has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Delivery is not considered to have occurred until the title and the risk of loss passes to the customer according to the terms of the contract between the Company and the customer. For sales to distributors, revenue is usually recognized at the time of delivery. The Company defers revenues on products sold to distributors for which there is a lack of credit history or if the distribution may be in a new market in which the Company has no prior experience. The Company defers revenue in these situations until cash is received. For sales through the Company’'s website, revenue is recognized at time of shipment.

Management evaluates the terms of its sales in consideration of the criteria outlined in Principal Agent Consideration with regards to its determination of gross versus net reporting of revenue for transactions with customers. The Company sells, through its website, Hangover Joe’'s Recovery Shots. In these transactions, management has determined that the Company (i) acts as principal; (ii) has the risks and rewards of ownership, including the risk of loss for collection, delivery or returns; and (iii) has latitude in establishing price with the customer. For these transactions, the Company recognizes revenue on a gross basis.

The Company offers a variety of incentives and discounts to distributors, customers and consumers through various programs to support the distribution of its products. These incentives and discounts include cash discounts, price allowances, volume based rebates and product placement fees. These incentives and discounts are reflected as a reduction of gross sales to arrive at net sales. The aggregate deductions from gross sales recorded in relation to these programs were approximately $6,000 and $12,000 for the three months and nine months ended September 30, 2013 and $7,400 and $17,200 for the three and nine months ended September 30, 2012, respectively.

Cost of Goods Sold

Cost of goods sold consists of the costs of raw materials utilized in the production of its product, co-packing fees, and in-bound freight charges. Raw material costs account for the largest portion of the cost of goods sold. Raw materials include bottles, ingredients and packaging materials. The manufacturer is responsible for the ingredients. Costs of goods sold also include license and royalty expenses. Cost of goods sold for the three and six month periods ended June 30, 2014 consisted solely of royalty-related expense, as the inventory sold during the periods represented remaining product held for samples, which had been fully allowed for in 2013. Deposits at June 30, 2014 primarily represent advances made to a vendor for inventory purchases.

~~Supplier/Manufacturer~~Accounts Receivable and Concentration of Credit Risk

The Company ~~relies~~is onsubject ~~its~~to ~~third-party~~credit ~~suppliers~~risk ~~for~~through ~~raw~~trade ~~materials~~receivables. ~~necessary~~This ~~for~~credit ~~its~~risk ~~products,~~is ~~and~~mitigated itby ~~relies on third-party manufacturers for~~ the ~~production~~diversification of ~~its product. Although~~ the Company's ~~believes that it could utilize alternative suppliers and manufacturers~~operations, ~~any~~as ~~delay~~well inas ~~locating~~its ~~and~~customer ~~establishing relationships with other suppliers/manufacturers could result in product shortages and back orders for the products, with a resulting loss of net sales and profitability~~base. The Company’s ~~third-party~~grants ~~manufacturer~~varying ~~acquires~~payment ~~some~~terms ~~ingredients~~to ~~from~~its ~~suppliers outside of the United States~~customers. ~~Purchasing~~ ~~these~~Payment ~~ingredients~~terms isfor ~~subject~~customers tocan ~~the~~vary ~~risks generally associated with importing raw materials~~ from ~~other~~due ~~countries,~~upon ~~including,~~receipt ~~among~~up ~~other~~to ~~factors,~~net ~~delays~~45 ~~in shipments, changes in economic and political conditions, quality assurance, tariffs, trade disputes and foreign currency fluctuations~~days. These factors could result in a delay in or disruption of the supply of certain raw materials. Any significant delay in or disruption of the supply of raw materials could have a material adverse effect on the Company’s business.

~~Sales~~Three ~~and~~customers ~~Marketing~~comprise ~~Expenses~~100% of trade accounts receivable at June 30, 2014; each of these individual customer balances represent approximately 33% of the net trade accounts receivable. The Company had fully allowed for its accounts receivable at December 31, 2013.

~~Sales~~No ~~and~~single ~~marketing~~customer ~~costs~~accounted ~~include~~for ~~selling~~more ~~expenses~~than 10% or ~~such~~more asof ~~distribution~~the ~~expenses~~net tosales ~~transport~~for ~~products~~the tothree ~~customers~~ and ~~warehousing~~six ~~expenses~~month ~~after~~periods ~~manufacture~~ended June 30, as2014. No ~~well~~single ascustomer ~~expenses~~accounted for ~~advertising,~~10% ~~sampling~~or ~~and~~more ~~in-store~~of ~~demonstration~~net ~~costs,~~sales ~~costs~~ for ~~merchandise~~the ~~displays~~six months ended June 30, ~~point-~~2013. Four customers accounted for 59% of~~-sale~~ ~~materials,~~net ~~trade~~sales ~~shows~~for the three months ended June 30, ~~other~~2013; ~~marketing~~these ~~expenses~~individual customer sales represent approximately 18%, 18%, 12%, and ~~product~~11% ~~design~~of ~~expenses~~sales.

~~Advertising~~Ongoing ~~Expenses~~credit evaluations of customers' financial condition are performed. Collateral is not required. The Company maintains an allowance when necessary for doubtful accounts that is the Company's best estimate of potentially uncollectible trade receivables. Provisions are made based upon a specific review of all significant outstanding invoices that are considered potentially uncollectible in whole or in part. For those invoices not specifically reviewed or considered uncollectible, general provisions are provided at different rates, based upon the age of the receivable, historical experience, and other currently available evidence. The allowance estimates are adjusted as additional information becomes known or as payments are made. As of June 30, 2014, the allowance for doubtful accounts was approximately $4,800, and at December 31, 2013, the allowance for doubtful accounts was approximately $147,000.

Advertising costs are expensed as incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Total advertising expenses were approximately $1,000 and $101,000 for the three months and nine months ended September 30, 2013 and $47,000 and $104,000 for the three months and nine months ended September 30, 2012, respectively.

Income Taxes

Prior to March 2012, no provision for income taxes was provided in the accompanying financial statements because HOJ LLC (as a limited liability company), and HOJ JV (as a partnership), elected to file as partnerships, and therefore management believes that prior to September 30, 2012 the Company was not subject to income taxes, and, that such taxes were the responsibility of the individual member/partners.

Beginning in March 2012, as a corporation, the Company now records a provision for deferred income tax assets and liabilities in order to reflect the net tax effects of temporary differences between (i) the tax basis of assets and liabilities and (ii) their reported amounts in the financial statements. The provision is based upon enacted tax laws and rates in effect for the years in which the differences are expected to affect taxable income. The Company establishes a valuation allowance when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company expects to file income tax returns in the US Federal jurisdiction and various State jurisdictions.

The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. All tax years remain open and subject to U.S. Federal tax examination. Management does not believe that there are any current tax positions that would result in an asset or liability for taxes being recognized in the accompanying financial statements.

The Company’s policy is to classify tax related interest and penalties as income tax expense. There is no interest or penalties estimated on the underpayment of income taxes as a result of unrecognized tax benefits.

Stock-Based Compensation

Stock-Based Compensation is recognized for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock-Based Compensation expense is recognized over the period of service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using an option pricing model, typically the Black-Scholes model.

For shares issued to non-employees for goods or services, the Company accounts for these shares in accordance with ASC 505-50. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever are more reliably measurable (a) goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of the performance commitment date or performance completion date.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss applicable to common shareholders by the weighted-average number of shares of common stock outstanding for the period. ~~Historical loss per share of the accounting acquirer (HOJ) has been adjusted retroactively to reflect the new capital structure of the Company as a result of the Merger Agreement.~~ Diluted net loss per share reflects the potential dilution that could occur if dilutive securities were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect of such inclusion would reduce a loss or increase earnings per share. For each of the periods presented in the accompanying consolidated financial statements, the effect of the inclusion of dilutive shares would have resulted in a decrease in loss per share. Stock options, warrants, common shares underlying convertible preferred stock and convertible notes payable in the aggregate of 24,~~457~~101,~~845,~~518 ~~-0-,~~and 2421,~~457~~493,845 ~~and -0-~~ shares as of ~~and~~June ~~for the three and nine months ended September~~ 30, ~~2013~~2014 and ~~2012~~2013 , respectively, were not included in the calculation of diluted net loss per common share because the effect would have been anti-dilutive.

Antidilutive shares of approximately 9,775,250 are included in the three and nine months ended September 30, 2013 for the prorated potential common share and warrant to be issued under the stock subscription agreement.

Fair Value of Financial Instruments

ASC 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. 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. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.

The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below.

· Level 1: Quoted prices in active markets for identical assets or liabilities.

· Level 2: Observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

· Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Under fair value accounting, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As of September 30, 2013 and December 31, 2012, the Company had no financial assets or liabilities required to be reported for fair value purposes.

The carrying value of the Company’s financial instruments, including cash, accounts receivable, accounts payable, line of credit, mandatorily redeemable preferred stock, and the inventory financing payable approximate fair value at September 30, 2013 and December 31, 2012, due to the relatively short maturity of the respective instruments. The fair value of related party payables is not practicable to estimate due to the related party nature of the underlying transactions.

Recent Accounting Pronouncements

In ~~February~~May ~~2013~~2014, ~~FASB~~the ~~issued~~Financial Accounting ~~standards~~Standards ~~update~~Board ~~2013-02, Comprehensive Income~~ (~~Topic 220~~"FASB"): ~~Reporting~~issued ofAccounting ~~Amounts~~Standards ~~Reclassified~~Update ~~out~~(ASU) ~~of Accumulated Other Comprehensive Income~~No. ~~This~~2014-09, ~~update~~Revenue ~~requires~~from anContracts ~~entity~~from toCustomers, ~~provide~~which ~~information~~supersedes ~~about~~ the ~~amount~~revenue ~~reclassified~~recognition ~~out~~requirements ofin ~~accumulated~~Revenue ~~other~~Recognition ~~comprehensive~~(Topic ~~income~~605), byand ~~component.~~requires ~~The~~entities ~~entity~~to isrecognize ~~also~~revenue ~~required~~in toa ~~disclose~~way ~~significant~~that ~~amounts~~depicts ~~reclassified~~the ~~out~~transfer of ~~accumulated~~potential ~~other~~goods ~~comprehensive~~or ~~income~~services byto ~~the~~customers ~~respective~~in ~~line~~an ~~items~~amount ofthat ~~net~~reflects ~~income~~the ~~but~~consideration ~~only~~to ifwhich the ~~amount~~entity ~~reclassified~~expects ~~is required under U.S. GAAP~~ to be ~~reclassified~~entitled to ~~net income~~ in ~~its~~exchange ~~entirety~~for inthose ~~the~~goods ~~same~~or ~~reporting periods~~services. ~~For~~ASU ~~other~~2014-09 ~~amounts~~is ~~that~~effective ~~are~~for ~~not~~fiscal ~~required~~years, ~~under~~and ~~U.S.~~interim ~~GAAP~~periods towithin bethose ~~reclassified~~years, inbeginning ~~their~~after ~~entirety~~December to15, ~~net income~~2016, anand ~~entity~~ is ~~required~~ to ~~cross-reference~~be toapplied ~~other~~retrospectively, ~~discourses~~with ~~required~~early ~~under~~adoption ~~U.S.~~not ~~GAAP that provide additional detail about those amounts~~permitted. The ~~objective~~Company ~~in this Update~~ is tocurrently ~~improve~~evaluating ~~the reporting of reclassifications out of accumulated other comprehensive income. The amendments in~~ this ~~update~~new ~~should~~standard beand ~~applied~~the ~~prospectively~~potential ~~for~~impact ~~reporting periods beginning after December 15, 2012. The adoption of~~ this standard ~~did~~may ~~not~~ have aupon ~~material impact on the Company's reported results of operations or financial position~~adoption.

We have considered other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.

NOTE 3 – DEBT

Inventory financing and factoring arrangements

In September 2012, the Company entered into a factoring agreement with a finance company which provided financing up to $250,000, secured by the accounts receivable and inventory of the Company. The finance company advanced to the Company up to 80% of eligible accounts receivable and was entitled to collect receivables directly from the Company’s customers. The Company paid a financing fee equal to 2.5% for receivable amounts outstanding up to 30 days and an additional rate of 0.084% per day (30.7% annualized) after the initial 30 days with a maximum exposure of 60 days.

In October 2012, the Company entered into a purchase order financing arrangement with this same finance company which supplements the factoring agreement above. The finance company advanced up to 100% of the manufacturing and shipping costs at the time a Company purchase order is submitted to the manufacturer. The Company paid a financing fee equal to 3.85% of the purchase order amount for each transaction and an additional rate of 0.13% per day (47.4% annualized) after the initial 30 days. As of December 31, 2012, the inventory financing payable under the purchase order financing and factoring arrangement was $97,611. Amounts outstanding under this agreement were paid in full in January 2013 when the Company entered into the revolving credit facility.

Revolving Credit Facility

On January 10, 2013, the Company entered into a senior secured lending arrangement with TCA Global Credit Master Fund, LP ("TCA") for up to a maximum borrowing of $6,000,000. The credit facility provided for an initial line of credit of $425,000 based upon accounts ~~receivables~~receivable and projected sales and iswas to be used only as permitted under the specified use of proceeds for working capital purposes. The initial line of credit ~~has~~had a six month term from the date of closing with a six month renewal option. The lending arrangement is secured by all of the assets of the Company. As a partial guaranty under the TCA lending arrangement, the Company’'s CEO personally guaranteed certain representations made by the Company to TCA. At closing, the Company was advanced $425,000 less fees and closing costs~~, and an additional $56,000 has been advanced to the company through September 30, 2013~~.

11In connection with the agreement above, TCA charged an investment banking fee consisting of 125,000 shares of newly authorized Series B Preferred Shares of the Company equating to an aggregate of $125,000 in the Company's capital stock. The shares are mandatorily redeemable and were scheduled to be repaid in 2013. Also in connection with the TCA agreement, the Company issued 194,954 shares of common stock to a consulting firm as consideration for a finder's fee for this transaction.

InAs ~~connection~~of ~~with~~June ~~the agreement above~~30, ~~TCA was issued an investment banking fee consisting of 125~~2014,~~000~~ ~~shares of newly authorized Series B Preferred Shares in~~ the Company ~~equating~~was ~~to an aggregate of $125,000~~ in ~~the~~default ~~Company’s~~under ~~capital~~its ~~stock.~~agreement ~~The~~with ~~shares~~TCA ~~are~~(Note ~~mandatorily~~6), ~~redeemable~~but ~~and~~ultimately ~~scheduled~~has tosettled ~~be repaid over~~ the ~~remainder~~obligation ofincluding ~~calendar~~all ~~year~~amounts ~~2013.~~under ~~See below for further discussion of~~ the Series B Preferred ~~shares. Also in connection with the TCA agreement~~Stock, ~~the Company issued 194,954 shares of common stock to a consulting firm~~ as ~~consideration~~more ~~for~~fully adescribed ~~finder’s~~in ~~fee~~Note ~~for this transaction~~9.

~~The Company is in default in its agreement with TCA and is currently trying to renegotiate its arrangement.~~10

Mandatorily Redeemable Series B Preferred Stock

On January 10, 2013, the Board of Directors approved the authorization of 125,000 shares of Series B Preferred Stock (the “"Series B Preferred Stock”"). In connection with the TCA transaction, the Company issued 125,000 shares of Series B Preferred Stock to TCA. The Series B Preferred Stock ranks pari passu to the ~~Common~~Company's ~~Stock~~common stock. The ~~Holder~~holder of outstanding shares of Series B Preferred Stock shall be entitled to notice of any shareholders’' meeting and to vote as a single class with the Common Stock upon any matter submitted for approval by the holders of common stock. Each share of Series B Preferred Stock shall have one vote per share. All outstanding shares of Series B Preferred Stock will be entitled to be paid the “"Liquidation Preference,”" which is defined and calculated as follows: $125,000 in the aggregate (not on a per share basis), payable monthly at various amounts, and due in full by virtue of the TCA default discussed above. ~~The~~ In 2013, $57,500 was paid on the mandatorily redeemable Series B preferred stock, and the remaining balance of $67,500 is presented as a current liability in the accompanying ~~September~~June 30, 2014 and December 31, 2013 balance ~~sheet~~sheets. The remaining balance was settled on August 12, 2014, as more fully described in Note 9.

Convertible Promissory ~~Note~~Notes

OnConvertible ~~June~~promissory ~~19,~~notes ~~2013,~~at ~~the~~June ~~Company closed on a 12%~~30, 122014 ~~month~~and ~~convertible~~December ~~promissory note (the “Note”) with JMJ Financial (“JMJ”). The face amount of the Note reflects a principal sum of $500~~31,~~000~~ ~~for total consideration of $450~~2013,~~000~~ ~~(or~~consisted ~~a 10% original issue discount). Upon closing~~ of the ~~Note, the Company received $100,000 from JMJ. On September 24, 2013, the Company received an additional $25,000 from JMJ.~~following:


	June 30, 2014			December 31, 2013
JMJ Financial [A]	$	91,888		$	138,889

JSJ Investments Inc [B]		125,000			25,000

Asher Enterprises, Inc. [C]		109,500			-

LG Capital Funding, LLC [D]		26,500			-

Adar Bays, LLC [E]		26,500			-

KBM Worldwide, Inc. [F]		61,500			-

Black Mountain Equities, Inc. [G]		50,000			-

		490,888			163,889

Less debt discounts		(138,036	)		(33,740	)

Convertible notes payable	$	352,852		$	130,149

[A] JMJ Note

In June 2013, the Company closed on a 12%, 12-month convertible promissory note with JMJ Financial ("JMJ") (the "JMJ Note"). The face amount of the JMJ Note reflects a principal sum of $500,000, with total borrowings that may be available of $450,000 (which is net of a 10% original issue discount). Upon closing of the JMJ Note, the Company received $100,000 from JMJ. In September 2013, the Company received an additional $25,000 from JMJ.

JMJ has the right, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company. The conversion price is the lesser of $0.05 or 70% of the average of the three lowest closing prices in the 25 trading days previous to the conversion.

The Note is subject to various default provisions ~~(an “Event of Default”)~~, and the occurrence of such an ~~Event~~event of ~~Default~~default will cause the outstanding principal amount under the JMJ Note, together with accrued and unpaid interest, and all other amounts payable under the JMJ Note, to become, at JMJ’'s election, immediately due and payable to JMJ.

The Company determined a beneficial conversion feature exists at the commitment date. A beneficial conversion feature of $32,000 was recorded as a discount to the note and has been amortized over the life of the loan. The debt discount recorded at September 30, 2013 is approximately $22,000.11

~~NOTE~~The 4Company –determined ~~ACCRUED~~a ~~EXPENSES~~beneficial conversion feature existed at the commitment date. A beneficial conversion feature of approximately $32,000 was recorded as a discount to the note and has been amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 and December 31, 2013 was $-0- and $14,800, respectively. The JMJ note has an effective interest rate of approximately 34%. During the six months ended June 30, 2014, JMJ exercised its option to convert approximately $47,000 of the obligation into 6,000,000 common shares of the Company.

~~Accrued~~[B] ~~expenses~~JSJ ~~as of September 30, 2013 and December 31, 2012 consist of the following:~~Notes

	September 30,		December 31,
	2013		2012
Accrued expenses	$	6,520	$	37,005
Deferred salaries		166,594		45,960
Accrued settlement costs – paid for in common stock		172,000		652,500
Accrued consulting costs – paid for in common stock		-		225,000
Accrued Interest		17,498		-
	$	362,612	$	960,465

In December 2013, the Company received $25,000 from JSJ Investments Inc. ("JSJ") in exchange for a $25,000 convertible note (the "JSJ Note 1"). This note bears interest at 12% per annum and matured on May 19, 2014. On or after the maturity date, any unpaid amounts and accrued interest are convertible by the holder, at the holder's discretion, into shares of the Company's common stock. The conversion price is at 50% discount of the average of the three lowest closing prices on the previous ten days, with a maximum conversion price equal to the price if determined on the note execution date.

In ~~January~~March ~~2013~~2014, the Company ~~issued~~entered ~~4,500,000~~into ~~and~~a ~~1,500,000~~second ~~common~~convertible ~~shares~~note ~~for~~with JSJ (the ~~accrued~~"JSJ ~~settlement~~Note ~~costs~~2") ~~and~~in ~~accrued~~exchange ~~consulting~~for ~~costs~~$50, ~~respectively~~000. ~~See~~This ~~Note~~note 6also ~~for~~bears ~~further~~interest ~~discussion~~at of12% ~~accrued~~per ~~settlement~~annum ~~costs~~ and ~~accrued~~matures ~~consulting~~in ~~costs~~September 2014, with conversion terms similar to the December 2013 note.

In May 2014, in consideration of $50,000 (the "Principal"), the Company issued a 12% Convertible Note (the "JSJ Note 3") to JSJ. The Note bears interest at the rate of 12% per annum and the maturity date is November 21, 2014, but JSJ may require that the Note be repaid on demand. The JSJ Note 3 has a redemption premium of 150% of the Principal (the "Repayment Amount"), which such Repayment Amount may be paid by the Company only upon approval and acceptance of JSJ. The Note is convertible into common stock, at JSJ's option, at a 50% discount to the average of the three lowest trades of the common stock during the 20 trading day period prior to conversion.

The JSJ notes are subject to various default provisions, and the occurrence of such an event of default will cause the outstanding principal and interest to become immediately due and payable to JSJ.

The Company determined a beneficial conversion feature existed at the commitment date for all three notes. A beneficial conversion feature of approximately $10,000 was recorded as a discount to the first note, a beneficial conversion feature of $22,500 was recorded as a discount to the second note, and a beneficial conversion feature of $25,000 was recorded as a discount to the third note, and these related discounts are being amortized over the terms of the loans. The unamortized debt discount recorded at June 30, 2014 and December 31, 2013 was $34,914 and $12,500, respectively. The JSJ notes have effective interest rates of approximately 55%, 51% and 56%, respectively.

[C] Asher Notes

On January 14, 2014, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in the principal amount of $58,000 (the "Asher Note 1"). The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2014. The Note is convertible into common stock, at Asher's option, at a 45% discount to the average of the three lowest closing bid prices of the Company's common stock during the 10 trading day period prior to conversion.

The Asher Note is subject to prepayment penalties up to a 140% multiple of the principal, interest and other amounts owing, as defined. Asher has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering was $58,000, less financing costs of $3,000.

On April 15, 2014, the Company received a notice of default demanding immediate payment of a sum representing 150% of the outstanding principal plus default interest.

On March 17, 2014, the Company entered into a second Securities Purchase Agreement with Asher, for the sale of an 8% convertible note in the principal amount of $22,500 (the "Asher Note 2"). The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on December 9, 2014. The Note is convertible into common stock, at Asher's option, at a 45% discount to the average of the three lowest closing bid prices of the Company's common stock during the 10 trading day period prior to conversion.

The Company determined a beneficial conversion feature existed at the commitment date for both notes. A beneficial conversion feature of approximately $26,000 was recorded as a discount to the first note and a beneficial conversion feature of $10,000 was recorded as a discount to the second note and the related discounts are being amortized over the terms of the loans. The unamortized debt discount recorded at June 30, 2014 for both notes totaled approximately $12,000. The Asher notes have an effective interest rate of approximately 51%.

[D] LG Note

On March 19, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG"), for the sale of an 8% convertible redeemable note in the principal amount of $26,500 (the "LG Note").

The LG Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on March 19, 2015. The LG Note is convertible into common stock, at LG's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. The LG Note is subject to prepayment penalties up to a 150% multiple of the principal, interest and other amounts owing, as defined. After the expiration of 180 days following the date of the LG Note, the Company has no right of prepayment.

The Company determined a beneficial conversion feature existed at the commitment date. A beneficial conversion feature of approximately $12,000 was recorded as a discount to the note and has been amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 was approximately $9,000. The LG note has an effective interest rate of approximately 53%.

[E] Adar Bays LLC Note

On March 24, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays LLC ("Adar Bays"), for the sale of two convertible notes in the aggregate principal amount of $51,500 (with the first note for an amount of $26,500 and the second note for an amount of $25,000). The Company received proceeds of $25,000 (net of financing costs) in exchange for an 8% convertible promissory note due on March 24, 2015. This note is convertible into common stock, at the holder's option, at any time after 180 days at a 55% discount to the lowest closing bid price of the Company's common stock during the 20 day trading period prior to conversion, as defined.

The Company determined a beneficial conversion feature existed at the commitment date. A beneficial conversion feature of approximately $12,000 was recorded as a discount to the note and is being amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 was approximately $4,000. The LG note has an effective interest rate of approximately 53%.

[F] KBM Worldwide, Inc. Notes

On May 14, 2014, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. ("KBM"), for the sale of an 8% convertible note in the principal amount of $29,000 (the "KBM Note 1"). This Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on February 13, 2015. The Note is convertible into common stock, at KBM's option, at a 45% discount to the average of the three lowest closing bid prices of the Company's common stock during the 10 trading day period prior to conversion.

The KBM Note 1 is subject to prepayment penalties up to a 140% multiple of the principal, interest and other amounts owing, as defined. KBM has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering were $28,500, less financing costs of $500.

On May 29, 2014, the Company entered into a Securities Purchase Agreement with KBM for the sale of an 8% convertible note in the principal amount of $32,500 (the "KBM Note 2"). The financing closed on May 29, 2014.

The KBM Note 2 bears interest at the rate of 8% per annum. All interest and principal must be repaid on March 2, 2015. The KBM Note 2 is convertible into common stock, at KBM's option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the KBM Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 120% if prepaid 31 days following the closing through 60 days following the closing and (iii) 125% if prepaid 61 days following the closing through 90 days following the closing and (iv) 130% if prepaid 91 days following the closing through 120 days following the closing and (v) 135% if prepaid 121 days following the closing through 150 days following the closing and (vi) 140% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the KBM Note, the Company has no right of prepayment.

KBM has agreed to restrict its ability to convert the KBM Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering was $32,500, less attorney's fees.

The Company determined a beneficial conversion feature existed at the commitment date for both notes. A beneficial conversion feature of approximately $13,800 was recorded as a discount to the first note and a beneficial conversion feature of $15,500 was recorded as a discount to the second note and both are being amortized over the term of the loans. The unamortized debt discount recorded at June 30, 2014 for both notes totaled approximately $25,500. The KBM notes have an effective interest rate of approximately 54%.

[G] Black Mountain Equities, Inc. Note

On June 4, 2014, in consideration of $225,000 (the "Consideration"), the Company issued a Convertible Note (the "BLE Note") in the original principal amount of $250,000 (the "Original Principal Amount") to Black Mountain Equities, Inc. ("BLE"). As of June 30, 2014, the Company has drawn approximately $50,000 on this note. The Original Principal Amount carries an original issue discount of $25,000. The BLE Note bears a one-time interest charge of 12% which was applied to the Original Principal Amount upon issuance of the BLE Note. The maturity date is one year from each payment of Consideration. At any time within the 90 day period immediately following the issuance of the BLE Note, the Company may prepay the remaining outstanding balance of the BLE Note upon providing BLE with 10 business days notice, provided that (i) the Company pays BLE 150% of the remaining outstanding balance of the BLE Note, (ii) such amount is paid in cash on the next day following the 10 business day notice period, and (iii) BLE may still convert the BLE Note until such prepayment amount is paid in full. The shares issuable upon conversion of the BLE Note carry piggy-back registration rights.

The Company determined a beneficial conversion feature existed at the commitment date for both notes. A beneficial conversion feature of approximately $25,200 was recorded as a discount to the note which is being amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 for the note totaled approximately $23,900. The note has an effective interest rate of approximately 74%.

Subsequent to June 30, 2014 the following debt discussed above was converted into shares of the Company's common stock:

JSJ Conversions

In July 2014, JSJ converted the $25,000 promissory note dated December, 2013 (including $1,000 of interest) for 4,230,652 shares.

JMJ Conversions

In July 2014, JMJ converted $18,478 of its promissory note dated June, 2013 for 2,500,000 shares, and in August 2014, JMJ converted $16,500 of its promissory note dated June, 2013 for 1,500,000 shares.

Asher Conversions

In July and August 2014, Asher converted $87,500 of its promissory note (and $2,320 of interest) for 5,629,809 shares.

NOTE 4 – ACCRUED EXPENSES

Accrued expenses as of June 30, 2014 and December 31, 2013 consist of the following:

	June 30,		December 31,
	2014		2013
Accrued expenses	$	17,074	$	58,941
Deferred salaries		337,057		208,714
Accrued consulting costs – to be paid for in common stock		30,566		165,166
Minimum guaranteed royalty obligation		150,405		75,000
Accrued interest		105,581		20,806
	$	640,683	$	528,627

Investor Relations Agreement

OnIn February ~~15,~~ 2013, the Company entered into an investor relations agreement with a firm which required the Company to pay a consulting fee of $2,500 per month and to provide 100,000 shares of the Company's common stock per month and warrants to purchase 100,000 shares of the Company’'s common stock per month. Based on the terms of the agreement, the Company determined that the measurement date of the shares to be issued is on the dates that the shares are earned, which is monthly. ~~The~~ ~~February~~Total ~~and~~compensation ~~March~~expense ~~common~~under ~~stock~~this ~~earned~~agreement ~~have~~for anthe ~~estimated~~year ~~fair~~ended ~~value~~2013 aswas $37,000 ~~based~~(none onfor the ~~closing~~six ~~market~~months ~~price~~ended onJune ~~February 15~~30, ~~2013 and March 1, April 1, and May 1, respectively~~2014). As the shares of common stock issuable under this agreement have not been issued as of ~~September~~December 3031, 2013 or June 30, 2014, the Company has recorded ana liability (included within accrued ~~expense~~expenses) of $37,000 on the consolidated balance sheet until such shares are issued.

NOTE 5 – RELATED PARTY TRANSACTIONS

~~5.5%~~ Promissory ~~note~~Note ~~payable~~Payable, ~~related~~Related ~~party~~Party

The ~~President/CEO~~Chairman of the Company's board of directors has advanced funds to the Company from time to time for working capital. As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, amounts payable to this ~~party~~individual were $89,422 ~~and $89,422, respectively~~. These advances were previously non-interest bearing, unsecured, and due on demand. On March 1, 2013, the Company converted the outstanding advance amount of $89,422 into a promissory note, and this individual advanced an additional $27,000 to the Company in January, 2014. Interest at the rate of 5.5% per annum is compounded and ~~paid~~charged annually. Principal payments in the amount of $14,966 and accrued interest ~~shall~~were to be ~~payable~~paid in six installments, with the first payment due on June 15, 2013. No payments have been made through June 30, ~~which~~2014. ~~was~~Interest ~~not~~expense ~~paid~~on this note as of ~~December~~and 18for the six months ended June 30, 2014 and 2013 was approximately $2,500 and $1,600, respectively.

~~Other~~Strategic ~~related~~Consulting ~~party~~Agreement, ~~transactions~~Related Party

~~During~~In November 2012, the ~~three~~Company ~~months~~entered into a consulting agreement with The Bricktown Group ("Bricktown") to provide beverage management and ~~nine~~strategic ~~months~~advisory ~~ended~~consulting ~~September~~services ~~30,~~to the Company. The managing partner of Bricktown was appointed as the Company's Chief Operating Officer (COO) in March 2013, and served as the Company's ~~recorded~~COO ~~net~~until ~~sales~~August 6, 2013. This consulting agreement had an initial term of six months and was automatically extended through November 2013. The agreement required the Company to pay an upfront retainer of $~~-0-~~10,000 and monthly consulting fees of $410,~~693~~000 ~~for~~per ~~product~~month, ~~sold~~which was to abe deferred until the Company ~~that~~raised isat ~~32%~~least ~~owned~~$300,000 byin adebt ~~board~~or equity. The Company was to issue 3,000,000 shares of ~~director~~the Company's common stock in two tranches, of which 1,500,000 shares were issuable upon request after January 4, 2013 and 1,500,000 shares were issuable on March l, 2013. The first 1,500,000 shares are non-forfeitable and fully vested on the date of the agreement.

Based upon the terms of the agreement, the Company determined that the measurement date for the initial 1,500,000 shares to be issued under the agreement is the contract date and calculated a fair value of $225,000 based upon the closing market price on this date. Accordingly, the Company recorded an accrued consulting cost liability of $225,000 on the consolidated balance sheet as of December 31, 2012 until such shares are issued. The stock-based compensation associated with the initial shares of $225,000 was recorded as prepaid consulting costs and was amortized over the initial three months of this agreement. For the year ended December 31, 2013, the Company recognized consulting expense of $278,616 related to this agreement. The measurement date for the second tranche of 1,500,000 shares was March 1, 2013. The fair value of these shares of $135,000 was determined based upon the closing market price of the Company's common stock on this date and was amortized over the remaining term of the contract. On January 10, 2013, the Company issued the initial 1,500,000 shares of its common stock to Bricktown. The second tranche of shares was issued as of June 30, 2014.

As of June 30, 2014, the Company has an additional amount of approximately $55,100 to Bricktown in notes payable and other-related party.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

WBCP License Agreement

The Company has a license with WBCP that allows the Company the use of the costumes, artwork, logos and other elements depicted in the 2009 movie, The Hangover. This license ~~had an initial term through January 31, 2013 and~~ provides for certain royalties based on a percentage of products sold subject to certain agreed-upon guaranteed minimum royalty payments over the term of the license.

In January 2013, the Company entered into an extension of its product license agreement with WBCP extending the term of the agreement to January 31, 2016. Further, the extension added certain channels of distribution and ~~required~~requires ~~certain~~the ~~agreed-upon~~Company ~~additional~~to ~~Guaranteed~~pay ~~Consideration of~~ $200,000 of Guaranteed Consideration, as defined, over ~~the~~a ~~next~~period ~~three~~of ~~years~~time. Pursuant to the agreement, $75,000 of Guaranteed Consideration was paid in January 2013, ~~payments~~and of $50,000 ~~are~~was due on ~~or before~~ October 1, 2013 ~~and 2014~~, ~~and a payment~~ of which $2520,000 iswas ~~due~~paid ~~on or~~in ~~before October 1~~2013, ~~2015. The~~and ~~amount~~the ~~was~~remaining ~~recorded~~$30,000 aswas apaid ~~prepaid~~in ~~expense~~January ~~and~~2014. ~~was~~On ~~amortized~~or tobefore October 1, ~~2013~~2014, ~~when~~ the ~~next~~Company ~~payment~~ is ~~due.~~to ~~The~~pay ~~Company~~Guaranteed ~~recognized~~Consideration of $2750,000, and ~~$75,000 in cost of sales for royalties on this agreement for~~ the ~~three~~remaining ~~months and nine months ended September 30, 2013. The Company paid WBCP~~ $2025,000 ofis ~~the~~to ~~$50,000 Guaranteed~~be ~~Consideration~~paid ~~amount~~on ~~due~~or asbefore of October 1, ~~2013, subsequent to September 30, 2013~~2015. ~~The Company has negotiated an extension agreement with WBCP for the remaining amount due until December 31, 2013.~~

~~Royalty~~The Company accrued the remaining guaranteed minimum royalty payments of $75,000 at December 31, 2013 in accrued liabilities. Management evaluated the recoverability of prepaid guaranteed minimum royalty payments and ~~Commission~~determined ~~Agreements~~that recoverability over the contract term was not likely, and expensed the full amount in selling and marketing expense as of December 31, 2013. Larry the Cable Guy License Agreement

The Company has a ~~representative~~license ~~agreement~~ with anGit-R-Done ~~individual~~Productions, ~~who~~Inc. ~~became~~("Larry athe ~~member~~Cable ofguy") that allows the Company’s ~~board~~the use of ~~directors~~the incostumes, ~~March~~artwork, ~~2012.~~logos ~~Under~~and ~~this~~other ~~agreement,~~elements asused ~~amended,~~by ~~this~~the ~~individual~~Comedian isknown ~~entitled~~as toLarry athe ~~commission~~Cable ofGuy ~~between~~in 4%various ~~and~~performances. 6%This oflicense ~~sales~~has ~~made~~an byinitial ~~this~~term ~~individual~~through March 1, ~~based~~2016, onand ~~the~~provides ~~nature~~for ofcertain ~~the~~royalties ~~sales,~~based ~~and~~on a ~~royalty~~percentage of 3%products ofsold ~~all~~subject ~~sales~~to ~~made~~certain byagreed-upon guaranteed minimum royalty payments over the ~~Company,~~term asof ~~defined~~the license. ~~Commissions~~The ~~and~~terms ~~royalty~~of ~~expense~~the tolicense ~~this~~agreement ~~individual~~provided ~~for~~that the ~~nine~~Company ~~months~~was ~~ended~~to ~~September~~fully ~~30,~~launch ~~2013~~its ~~and~~product ~~2012~~line ~~totaled~~by ~~approximately~~March ~~$43~~1,~~000~~ ~~and~~2014 ~~$41,000~~which ~~respectively.~~was ~~Effective~~informally ~~April~~extended 1through July, ~~2012~~2014, when the Company ~~agreed~~was able to ~~pay~~deliver ~~this~~product ~~individual~~into astores ~~$6,000~~in ~~draw per month against commissions~~Texas. Pursuant Asto ofthe ~~September~~agreement, $30,000 ~~2013~~of ~~and~~Guaranteed ~~December~~Consideration ~~31,~~was ~~2012,~~paid ~~net~~in ~~prepaid~~January ~~expenses~~2014, ~~related~~with toa ~~draws~~payment inof ~~excess~~$20,000 ofdue ~~commissions~~on ~~were~~September ~~nil~~30, 2014, and ~~approximately~~ $2850,000 due on December 31, ~~respectively~~2014.

The Company ~~has~~accrued anthe ~~agreement~~remaining ~~with~~guaranteed aminimum ~~second~~royalty ~~individual~~payments ~~for~~of ~~design services. Under this agreement~~$70,000 aswhich ~~amended, this individual~~ is ~~entitled~~included toin ~~receive~~accrued aexpenses ~~royalty~~at ofJune 2%30, of2014. Management ~~net~~evaluated ~~sales,~~the asrecoverability ~~defined.~~of ~~Royalty~~prepaid ~~expense~~guaranteed tominimum ~~this~~royalty ~~individual~~payments ~~was~~and ~~$8,465~~determined ~~and~~that ~~$2,500~~recoverability ~~for~~over the ~~three~~contract ~~months~~term ~~ended~~was ~~September~~not 30likely, ~~2013~~ and ~~2012,~~expensed ~~respectively. Effective April 1, 2012,~~ the ~~Company~~full ~~agreed~~amount toin ~~pay~~selling ~~this~~and ~~individual~~marketing aexpense ~~$3,000~~as ~~draw per month against royalties. As~~ of ~~September~~June 30, ~~2013~~2014. Royalty and ~~December~~Commission ~~31,~~Agreements ~~2012,~~- ~~net~~Related ~~prepaid expenses related to draws in excess of royalties were nil and approximately $17,000, respectively.~~Parties

13The Company has a representative agreement with an individual who became a member of the Company's board of directors in March 2012. Under this agreement, as amended, this individual is entitled to a commission of between 4% and 6% of sales made by this individual, based on the nature of the sales, and a royalty of 3% of all sales made by the Company, as defined. Commissions and royalty expense to this individual for the periods ended June 30, 2014 and 2013 totaled approximately $60 and $61,000, respectively. Effective April 1, 2012, the Company agreed to pay this individual a $6,000 draw per month against commissions. As of June 30, 2014 and December 31, 2013, the Company has approximately $30,900 and $34,900, respectively, accrued in notes payable and other-related parties related to this agreement.

~~Management~~The ~~Agreement~~Company has an agreement with ~~AMHC~~a ~~Managed~~second ~~Services~~individual for design services. Under this agreement, as amended, this individual is entitled to receive a royalty of 2% of net sales, as defined. Royalty expense to this individual was $23 and $3,600 for the periods ended June 30, 2014 and 2013, respectively. Effective April 1, 2012, the Company agreed to pay this individual a $3,000 draw per month against royalties. As of June 30, 2014 and December 31, 2103, accounts payable under this agreement was approximately $11,700 and $12,700, respectively.

Effective March 1, 2012, HOJ entered into a management agreement (the “Management Agreement”) with AMHC Managed Services, Inc. (“AMHC Services”), a subsidiary of AMHC. The significant terms of the Management Agreement provided for monthly payments to AMHC Services in exchange for financial management and accounting services, corporate office and administrative services, and expertise regarding compliance with securities regulations. The Management Agreement term was 24 months, and required the Company to pay AMHC Services $27,500 per month.17

On October 1, 2012, AMHC Services suspended the accounting and financial management services provided under the Management Agreement due to a dispute under the contract. In January 2013, the Company settled the dispute and terminated the Management Agreement in exchange for 3,000,000 shares of common stock (See below).Litigation

~~Settlement~~On ~~Agreement~~December ~~with~~13, ~~AMHC~~2013, ~~Services~~TCA filed suit against the Company and ~~Other~~one ~~Claims~~of the Company's officers asserting that the Company breached the credit agreement. TCA is seeking approximately $513,000. The Company has been engaged in settlement discussions with TCA, and an agreement was reached on August 12, 2014 (see Note 9).

On ~~January~~February 147, ~~2013~~2014, ~~the Company entered into~~ a ~~settlement~~former ~~agreement~~contractor ~~with~~of ~~AMHC Services,~~ the ~~principal~~Company ~~owners~~filed ofsuit ~~AMHC~~against ~~Services,~~the ~~and~~Company for an ~~independent~~unpaid ~~third~~account. ~~party~~The ~~pursuant~~plaintiff tois ~~which~~seeking ~~the~~approximately ~~respective~~$65,000 ~~parties released each other~~ from ~~certain~~the ~~claims~~Company. ~~Under~~Subsequently, the ~~terms~~Company offiled ~~the~~a ~~settlement,~~counter ~~the~~suit ~~Company~~against ~~issued~~the ~~AMHC~~former ~~Services~~contractor ~~3,000,000~~and ~~shares~~two of its ~~common~~officers ~~stock,~~alleging ~~and~~breach ~~issued~~of ~~the independent third party 1~~contract,~~500,000~~ ~~shares~~fraud ofand ~~its~~racketeering. ~~common~~Discovery ~~stock. The~~is ~~fair~~not ~~value~~complete ofin ~~the~~these ~~shares~~cases, ~~issued~~and ~~under~~at this ~~settlement~~time, ~~was~~the ~~$652,500~~Company ~~based~~cannot ~~upon~~determine the ~~closing~~likelihood ~~price~~ of ~~the~~an ~~stock~~outcome onor ~~the~~a ~~date~~range of ~~the~~possible ~~signed settlement agreement~~damages. ~~This~~The ~~settlement~~Company ~~was~~intends ~~recorded~~to invigorously ~~year~~defend ~~ended~~the ~~December~~lawsuit ~~31,~~and ~~2012~~prosecute ~~(see~~its ~~Note~~cause 4)of action.

~~Strategic~~On ~~Consulting~~April ~~Agreement~~25, 2014, in the Court of Common Pleas for the State of South Carolina, Get Joe's, LLC, Christopher Rice and Richard Ridgeway filed a lawsuit against certain Hangover Joe's entities and officers. The case alleges various state and federal law claims based on the purported failure to provide exclusive distribution rights, seeking damages no more than $74,999. After removing the lawsuit to federal court, the Company filed a motion to compel arbitration and is awaiting a ruling. As to the merits of the case, the Company denies any wrongdoing whatsoever and is vigorously defending the matter.

InNOTE ~~November~~7 ~~2012,~~– the Company entered into a consulting agreement with The Bricktown Group (“Bricktown”) to provide beverage management and strategic advisory consulting services to the Company. The consulting agreement has an initial term of nine months with an automatic extension of 180 days provided neither party has provided a written notice to not extend the agreement. The contract can be terminated upon written notice at any time, but the Company is obligated to pay any fees accrued under the agreement. The agreement requires the Company to pay an upfront retainer of $10,000 and monthly consulting fees of $10,000 per month, which was to be deferred until the Company raised at least $300,000 in debt or equity. The Company is to issue 3,000,000 shares of the CompanySTOCKHOLDERS's common stock in two tranches, of which 1,500,000 shares are issuable upon request after January 4th, 2013 and 1,500,000 shares are issuable on March l, 2013. The first 1,500,000 shares are non-forfeitable and fully vested on the date of the agreement.DEFICIT

~~Based~~Common upon the terms of the agreement, the Company determined that the measurement date for the initial 1,500,000 shares to be issued under the agreement is the contract date and calculated a fair value of $225,000 based upon the closing market price on this date. Accordingly, the Company recorded an accrued consulting cost liability of $225,000 on the consolidated balance sheet as of December 31, 2012 until such shares are issued. The stock-based compensation associated with the initial shares of $225,000 was recorded as prepaid consulting costs and is being amortized over the initial 3 months of this agreement. For the nine months ended September 30, 2013, the Company recognized consulting expense of $278,616 related to this agreement. The measurement date for the second tranche of 1,500,000 shares was March 1, 2013. The fair value of these shares of $135,000 was determined based upon the closing market price of the Company’s common stock on this date and was amortized over the remaining 3 months of the contract. On January 10, 2013, the Company issued the initial 1,500,000 shares of its common stock to Bricktown. The second tranche of shares have not been issued as of December 18, 2013.

~~NOTE~~During 7the ~~– STOCKHOLDERS’~~quarter ~~EQUITY~~ended June 30, 2014, the Company increased its authorized common shares from 150 million to 500 million.

Preferred stock

The Company is authorized to issue up to 10,000,000 shares of Preferred stock, par value $0.10 per share. The Articles of Incorporation provide that the Preferred stock may be issued from time to time in one or more series and gives the Board of Directors authority to establish the designations, preferences, limitations, restrictions, and relative rights of each series of Preferred Stock.

Series A Preferred Stock

Of the 10,000,000 shares of the Company’'s authorized Preferred Stock, ($0.10 par value per share), 425,000 shares are designated as Series A Convertible Preferred Stock (the “"Series A Preferred”"). The holders of outstanding shares of Series A Preferred ~~are~~were entitled to notice of any shareholders’' meeting and to vote as a single class with the common stock upon any matter submitted for approval by the holders of common stock, on an as-converted basis, as defined. Each share of Series A Preferred ~~shall~~had ~~have~~ eight votes per share. If any dividend or distribution iswas declared or paid by the Company on common stock, whether payable in cash, property, securities or rights to acquire securities, the holders of the Series A Preferred ~~will~~were be entitled to participate with the holders of common stock in such dividend or distribution, as defined.

14Additionally, upon liquidation, dissolution or winding up on the Company, the Series A Preferred shareholders were entitled to be paid together with the common shareholders on a pro-rata basis. The Series A Preferred holders had the right to convert such shares of Series A Preferred in whole or in part, at any time, or from time-to-time upon written notice to the Company subject to the terms set forth below. The Series A Preferred may, or shall, be converted into shares of the Company's authorized but unissued common stock on the following bases: (i) At the option of the holder, at any time before the "Financial Milestone" is met each share of Series A Preferred shall be convertible into eight shares of the Company's common stock. (ii) Upon the "Financial Milestone" being met, each share of Series A Preferred shall automatically be converted into 28.8 shares of the Company's common stock. (iii) If the "Financial Milestone" has not been met by October 8, 2013, each share of Series A Preferred then outstanding shall automatically be converted into eight shares of the Corporation's Common Stock.

~~Additionally,~~On ~~upon~~October ~~liquidation~~8, ~~dissolution or winding up on the Company~~2013, ~~the~~pursuant ~~Series A Preferred shareholders are entitled~~ to beterms ~~paid~~of ~~together with~~ the ~~common shareholders on a pro-rata basis. The~~ Series A Preferred ~~holders~~Stock ~~may~~designation, ~~convert~~87,501 ~~such~~ shares of Series A ~~Preferred~~preferred inwere ~~whole or in part, at any time, or from time-to-time upon written notice to the Company~~ subject to ~~the~~an ~~terms~~automatic ~~set~~conversion ~~forth~~into ~~below. The Series A Preferred may~~700,008 ~~or shall, be converted into~~ shares of the Company’'s ~~authorized but unissued~~ common stock. On onOctober ~~the~~8, ~~following~~2013, ~~bases:~~each ~~(i)~~holder Atof ~~the~~record ~~option~~ of ~~the~~shares ~~holder, at any time before the “Financial Milestone” is met each share~~ of Series A Preferred ~~shall~~is bedeemed ~~convertible~~to ~~into~~be ~~eight~~the ~~shares~~holder of ~~the~~record ~~Company’s~~of common stock. ~~(ii)~~issuable ~~Upon~~upon the ~~“Financial~~conversion ~~Milestone”~~not ~~being~~withstanding ~~met,~~that ~~each~~common share ofcertificates ~~Series~~have Anot ~~Preferred~~been ~~shall~~delivered ~~automatically~~to bethe ~~converted into 28~~holders.8 As ~~shares~~ of ~~the~~June ~~Company’s~~30, ~~common~~2014 ~~stock.~~and ~~(iii)~~December ~~If the “Financial Milestone” has not been met by October 8~~31, 2013, ~~each~~common ~~share~~shares ofhave ~~Series~~not Ayet ~~Preferred~~been ~~then~~issued pursuant ~~outstanding~~to ~~shall automatically be converted into eight shares of~~ the ~~Corporation’s Common Stock~~conversion.

Series C Preferred Stock

In April 2013, the Board of Directors approved the authorization of 5,000,000 shares of Series C Preferred Stock (the “"Series C Preferred Stock”"). The Series C Preferred shares have voting rights equal to three votes per share and contain an automatic conversion into 15,000,000 common shares immediately upon the Company obtaining shareholder approval of, and filing with the Colorado Secretary of State, an increase in authorized common stock to at least 200,000,000 shares, which was effected in June, 2014.

On April 12, 2013, the Company executed a term sheet with an accredited investor (“Investor”) for a proposed investment of $1,000,000 in the Company in exchange for 15,000,000 shares of common stock, 5,000,000 shares of Series C Preferred Stock, and warrants to acquire 500,000 shares of common stock at $0.12 per share for a period of five years. The first tranche of $500,000 was to be deposited on or before May 17, 2013 in exchange for 15,000,000 shares of common stock and warrants to acquire 250,000 common shares described above. The second tranche of $500,000 is to be deposited on or before September 20, 2013 in exchange for 5,000,000 shares of Series C Preferred Stock and warrants to acquire 250,000 common shares described above. As of September 30, 2013, the Company received $320,500 toward the first investment tranche.18

~~The~~In ~~common~~April ~~shares~~2013, ~~and~~the ~~underlying~~Company ~~common~~executed ~~shares~~a ~~attributable~~term tosheet with an accredited investor ("Investor") for a proposed investment of $1,000,000 in the Company in exchange for 15,000,000 shares of common stock, 5,000,000 shares of Series C Preferred Stock, and warrants ~~will~~to ~~have~~acquire ~~piggyback~~500,000 ~~registration~~shares ~~rights~~of ~~that~~common ~~will~~stock beat ~~triggered~~$0.12 ifper ~~the~~share ~~Company~~for ~~files~~ a ~~registration~~period ~~statement~~of ~~with~~five ~~the~~years. ~~Securities~~The ~~and~~first ~~Exchange~~tranche ~~Commission~~of $500,000 was to be deposited on or before May 17, 2013 in exchange for ~~the~~15,000,000 ~~resale~~shares of ~~other~~common ~~securities~~stock and warrants to acquire 250,000 common shares described above. The ~~warrants~~second ~~may~~tranche beof ~~redeemed~~$500,000 byis ~~the~~to ~~Company~~be ifdeposited ~~certain~~on ~~conditions~~or ~~are~~before ~~met~~September 20, ~~including~~2013 ~~that~~in ~~the~~exchange ~~shares~~for ~~underlying~~5,000,000 ~~the~~shares ~~warrants~~of ~~have~~Series ~~been~~C ~~registered~~Preferred Stock and ~~the~~warrants ~~common~~to ~~stock~~acquire ~~trades~~250,000 atcommon orshares ~~above~~described $above.20 ~~per~~As ~~share~~of ~~for~~December 2031, ~~trading~~2013, ~~days.~~the ~~The~~Company ~~Investor~~received ~~will~~$342,500 betoward ~~entitled~~the tofirst ~~one~~investment ~~seat~~tranche. onIn January, 2014, the ~~Company's~~company ~~Board~~issued ofto ~~Directors~~the investor 10,275,000 common shares, and ~~certain~~the ~~other~~investor ~~development~~advanced ~~and~~an ~~distribution~~additional ~~rights~~$30,000 asto ~~defined~~the Company.

~~Common~~The common shares and underlying common shares attributable to the Series C Preferred Stock and warrants will have piggyback registration rights that will be triggered if the Company files a registration statement with the Securities and Exchange Commission for the resale of other securities. The warrants may be redeemed by the Company if certain conditions are met, including that the shares underlying the warrants have been registered and the common stock trades at or above $0.20 per share for 20 trading days. The Investor will be entitled to one seat on the Company's Board of Directors, and certain other development and distribution rights, as defined.

~~The~~Surrender Company is authorized to issue up to 150,000,000 shares of $0.001 par value common stock. As discussed in Note 1, the Company entered into the Merger Agreement with HOJ, whereby the Company issued 83,514,827 common shares in exchange for all the outstanding shares of HOJ. This transaction has been accounted for as a recapitalization of HOJ and ~~accordingly the historical stockholders’ equity transactions~~ reissuance of ~~HOJ~~Founder's ~~prior to the Acquisition has been retroactively restated for the equivalent number of~~ shares ~~received in the exchange after giving effect to any differences in the par value of the AMHC and HOJ common stock, with an offset to additional paid-in capital.~~

~~Surrender~~In January 2013, a shareholder of ~~Founder’~~the Company surrendered 4,500,000 shares of common stock to the Company's treasury for no consideration. The same shareholder surrendered an additional 26,013,736 shares in January 2014. These shares were surrendered to the Company in order to increase the Company's number of authorized shares available for future issuances. On June 30, 2014 the Company reissued substantially all of these shares after increasing the Company's authorized common shares to 500,000,000.

In January 2013, a shareholder of the Company surrendered 4,500,000 shares of common stock to the Company’s treasury for no consideration. The shares were initially issued to a founder in March 2012 and were returned to increase the number of common shares available.

Dissenting Shareholder

In connection with the Acquisition, an HOJ shareholder holding the equivalent of 612,953 shares of common stock asserted his rights as a dissenting shareholder under the Colorado Business Corporation Act and demanded payment for the fair value amount of his shares as of the date of the Acquisition. In July 2012, the Company estimated the fair value of these shares to be $20,000 and recorded a payable to shareholder in the amount of $20,000 and corresponding decrease to Equity.

In February 15, 2013, the Company entered into a settlement agreement with the dissenting HOJ shareholder. Under the terms of the settlement agreement, the Company agreed to pay $5,000 cash at closing and $15,000 plus accrued interest at 5% within 90 days. The Company also issued 50,000 shares of the Company's common stock. The fair value of the common stock at the date of settlement was $5,500.

On February 15, 2013, the Company entered into a settlement agreement with the dissenting HOJ shareholder. Under the terms of the settlement agreement, the Company agreed to pay $5,000 cash at closing and $15,000 plus accrued interest at 5% within 90 days. The Company also agreed to issue 50,000 shares of the Company’s common stock. The fair value of the common stock at the date of settlement was $5,500. As of September 30, 2013, the outstanding amount has been repaid in full.

Stock options

~~Effective~~Under ~~March 11, 2009, AMHC established~~ the 2009 Stock Option Plan (“the “"2009 Plan")~~. The 2009 Plan established by AMHC was retained by the Company after the Acquisition. Under the 2009 Plan~~, the Company may grant non-statutory and incentive options to employees, directors and consultants ~~for up to a total of 7,000,000 shares of common stock~~. The exercise prices of the options granted are determined by the Plan Committee, whose members are appointed by the Board of Directors, and the exercise prices are generally to be established at the estimated fair value of the Company's common stock at the date of grant. Options granted have terms that do not exceed five years. AsThe ofCompany ~~September~~has ~~30,~~reserved ~~2013, stock options to purchase~~ 650,000 shares offor ~~common~~issuance ~~stock are outstanding~~ under the 2009 Plan.

OnIn July ~~26,~~ 2012, the Company’'s shareholders approved the 2012 Stock Option Plan (the “"2012 Plan”"). Under the 2012 Plan, the Company may grant stock options, restricted and other equity awarded to any employee, consultant, independent contractor, director or officer of the Company. ~~for~~The upCompany tohas areserved ~~total of 11~~4,500,000 shares offor ~~common~~issuance ~~stock~~under the 2012 Plan. As of ~~September~~June 30, ~~2013~~2014, stock options to purchase 2,266,190 shares of common stock are outstanding under the 2012 Plan.

In April 2013, the Company’s Board of Directors reduced the number of common shares reserved under the 2012 Stock Option Plan from 11,500,000 shares to 4,500,000 and reduced the number of common shares reserved under the 2009 Stock Option Plan from 7,000,000 shares to 650,000 shares thereby increasing the number of common shares available for issuance by 13,350,000.19

NOTE 7 – STOCKHOLDERS' DEFICIT (CONTINUED)

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton valuation model. Expected volatility is based upon weighted average of historical volatility over the expected term of the option and implied volatility. The expected term of stock options is based upon historical exercise behavior and expected exercised behavior. The risk-free interest rate is based upon implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield is assumed to be none as the Company does not anticipate paying any dividends in the foreseeable future.

The following is a summary of stock option activity for the ~~nine~~quarter ~~months~~ ended ~~September~~June 30, ~~2013~~2014:

					Weighted
Options	Shares Under Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
			Weighted		Average
Outstanding at January 1, 2014		2,266,190	$	0.06	$	1.88	$	-0-
	Shares		average		Remaining		Aggregate
Granted		-		-
	under		exercise		contractual		intrinsic
Exercised		-		-
Options	Option		price		Life		value
Forfeited / Cancelled		-		-
Outstanding at January 1, 2013		2,916,190	$	0.11
Outstanding at June 30, 2014		2,266,190	$	0.06	$	1.88		-0-
Granted		-	$	-
Vested or expected to vest at June 30, 2014		1,500,000		0.08		2.45		-0-
Exercised		-	$	-
Exercisable at June 30, 2014		1,500,000	$	0.08	$	2.45		-0-
Forfeited/Cancelled		-	$	-
Outstanding at September 30, 2013		2,916,190	$	0.11	2.26		75,796
Vested or Expected to Vest at September 30, 2013		2,150,000	$	0.14		2.44		26,250
Exercisable at September 30, 2013		2,150,000	$	0.14		2.44		26,250

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the estimated fair value of the Company’'s common stock on ~~September~~June 30, ~~2013~~2014, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had they exercised their options on ~~September~~June 30, ~~2013~~2014.

~~As a result of the reorganization described in Note 1, the Company has not recognized any stock-based compensation cost previously recorded on the books of AMHC prior to the date of reorganization.~~ No stock-based compensation was recognized during the ~~three~~year ~~and nine months~~ ended ~~September~~December 3031, 2013 ~~or during the three and nine months ended September 30, 2012~~. As of September 30, 2013, the Company does not expect outstanding options to acquire 766,190 shares of common stock will vest due to the performance criteria outlined in the option agreement. Compensation cost is revised if subsequent information indicates that the actual number of options vested is likely to differ from previous estimates.

16The following table summarizes the activity and value of non-vested options as of and for the year ended June 30, 2014:

The following table summarizes the activity and value of non-vested options as of and for the nine months ended September 30, 2013:

	Number of Options		Weighted Average Grant Date Fair Value
Non-vested options at January 1, 2014		766,190	$	0.03
Granted		-		-
Vested		-		-
Forfeited/cancelled		-		-
Non-vested options at June 30, 2014		766,190		0.03

			Weighted
	Number		Average
	Of		grant date
	Options		fair value
Non-vested options at January 1, 2013		766,190	$	0.06
Granted		-		-
Vested		-		-
Forfeited/cancelled		-		-
Non-vested options at September 30, 2013		766,190	$	0.06

AsNOTE of7 ~~September~~– ~~30,~~STOCKHOLDERS' ~~2013,~~DEFICIT there was $42,159 of total unrecognized compensation cost related to non-vested share based compensation arrangements granted under the qualified stock option plans. That cost is expected to be recognized over a weighted average period of 1.0 years if certain performance criteria are met.(CONTINUED)

As of June 30, 2014, the Company does not expect outstanding options to acquire 766,190 shares of common stock will vest due to the performance criteria outlined in the option agreement. Compensation cost is revised if subsequent information indicates that the actual number of options vested is likely to differ from previous estimates.

Warrants:

Summarized information about warrants outstanding and exercisable at ~~September~~June 30, ~~2013~~2014 is as follows:

						Weighted
Warrants	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
				Weighted		Average
Outstanding at January 1, 2014		3,324,764		$	0.04		-
				average		Remaining		Aggregate
Issued for Services		5,000,000		$	0.02		15.0
				exercise		contractual		intrinsic
Exercised		-			-		-
Warrants	Shares			Price		Life		value
Forfeited/Cancelled		(3,064,764	)	$	0.03		-		-
Outstanding at January 1, 2013		6,739,528		$	0.05
Outstanding at June 30, 2014		5, 260,000		$	0.02	$	14.0	$	133,500
Issued for Services		150,000		$	0.10
Vested or expected to vest at June 30, 2014		5,260,000		$	0.02	$	14.0	$	133,500
Exercised		-		$	-
Exercisable at June 30, 2014		5.260,000		$	0.02	$	14.0	$	133,500
Forfeited/Cancelled		(3,564,764	)	$	0.04
Outstanding at September 30, 2013		3,324,764		$	0.07	$	1.89	$	0
Vested or Expected to Vest at September 30, 2013		260,000		$	0.11	$	2.53	$	0
Exercisable at September 30, 2013		260,000		$	0.11	$	2.53	$	0

In April 2012, the Company granted a warrant to a sales consultant and director of the Company to purchase up to 6,129,528 shares of common stock in connection with a two-year service agreement. This warrant has a three-year term and an exercise price of $0.0326 per share with 3,064,764 shares vesting each on January 1, 2013 and January 1, 2014 if the Company’'s sales ~~exceed~~exceeded certain thresholds in 2012 and 2013, respectively. On January 1, 2013, the board of directors concluded the sales target for 2012 was not met and warrants to purchase 3,064,764 shares of Company common stock were cancelled. Management has evaluated the performance criteria and ~~currently does not anticipate that the~~ sales thresholds for 2013 ~~will~~were benot met and accordingly no stock-based compensation has been recognized ~~during the three~~ and ~~nine~~warrants ~~months~~to ~~ended~~purchase ~~September 30~~3,064,764 ~~2013.~~shares ~~Compensation cost is revised if subsequent information indicates that the actual number~~ of ~~warrants~~Company ~~vested~~common isstock ~~likely~~were ~~to differ from previous estimates~~cancelled.

In February and March 2013, the Company granted a warrant to an investor relations firm to purchase up to 150,000 shares of common stock that vested immediately. The warrants have a three-year term and an exercise price of $0.11 and $.09 per share, and $0 and $11,574 of stock based compensation related to this warrant and is recorded in general and administrative expenses during the ~~nine~~quarter ~~months~~ ended ~~September~~June 30, 2014 and 2013, respectively.

~~Contributed~~In ~~Services~~January, 2014, the Company issued a warrant for 5,000,000 shares to former officer under a consulting arrangement. The warrants were valued $.02 per shares, and the services were valued at $100,000, accordingly.

Prior to September 30, 2012, the Company’s owners/officers contributed management and administrative services to the Company. The fair value of those services has been recorded as an expense in the accompanying consolidated financial statements based on the estimated fair value for such services, with a corresponding credit to contributed capital. The fair value of the historical services was estimated based on the compensation per employment terms that were entered into in March 2012. Contributed services were $0, $0, $0 and $50,000 for the three and nine months ended September 30, 2013 and 2012, respectively.

NOTE 8 – INCOME TAXES

AsDeferred ~~discussed~~tax inassets ~~Note~~and 1,liabilities have been determined based upon the ~~Company~~differences ~~entered~~between ~~into~~the financial statement amounts and the ~~Merger~~tax ~~Agreement~~bases ~~with~~of ~~HOJ,~~assets ~~whereby~~and onliabilities ~~July~~as ~~25,~~measured ~~2012,~~by ~~the~~enacted ~~Company~~tax ~~acquired~~rates ~~HOJ~~expected to be in aeffect when these differences are expected to reverse. ~~triangular~~In ~~merger~~assessing (the ~~“Acquisition”).~~realizability ~~Because~~of deferred tax assets, management considers whether it is more likely than not that some portion or all of the ~~operating~~deferred ~~businesses~~tax ofassets ~~AMHC~~will ~~were~~not ~~contemporaneously~~be ~~sold~~realized. ~~within~~Net ~~five~~operating ~~business~~loss ~~days~~("NOL") ~~after~~carry forwards are the ~~Acquisition~~most significant component of the Company's deferred tax assets; however, the ~~transaction~~ultimate ~~has~~realization ~~been~~of ~~accounted~~the ~~for~~deferred astax aassets ~~recapitalization~~is dependent upon generation of ~~HOJ~~future taxable income. ~~Accordingly~~Management considers past history, the ~~consolidated~~scheduled ~~statement~~reversal of ~~operations~~taxable ~~includes~~temporary ~~the~~differences, ~~historical~~projected ~~results~~future taxable income, and tax planning strategies in making this assessment. Utilization of ~~HOJ~~our (aNOL ~~Colorado~~carry ~~Corporation)~~forwards ~~and~~would ~~its~~reduce ~~predecessor~~our ~~entities,~~federal ~~HOJ~~and ~~LLC~~state (aincome ~~limited~~tax liability ~~company)~~incurred. ~~and~~Based ~~HOJ~~on JVmanagement's (assessment, a ~~partnership)~~100% valuation allowance is recorded at June 30, 2014 and December 31, 2013.

Through March 5, 2012 (the date of incorporation of HOJ), no provision for income taxes has been provided in the accompanying combined financial statements because HOJ LLC and HOJ JV elected to file as partnerships, and therefore HOJ was not subject to income taxes, and, that such taxes are the responsibility of the individual member/partners.21

~~Beginning~~The ~~March 5, 2012, HOJ began recording a~~ provision (benefit) for ~~deferred~~ income ~~tax~~taxes ~~assets~~is ~~and~~recorded ~~liabilities~~at ~~in order to reflect~~ the ~~net~~end ~~tax effects~~ of ~~temporary~~each ~~differences~~interim ~~between~~period ~~(i)~~based ~~the~~on ~~tax basis of assets and liabilities and (ii) their reported amounts in~~ the ~~financial~~Company's ~~statements.~~best ~~The~~estimate ~~provision~~of isits ~~based~~effective ~~upon~~income ~~enacted~~ tax ~~laws~~rate, ~~and~~expected ~~rates~~to inbe ~~effect~~applicable for the ~~years~~full infiscal ~~which~~year. For the ~~differences~~first ~~are~~quarters ~~expected~~ended toJune ~~affect~~30, ~~taxable~~2014 ~~income.~~and ~~The~~2013, the Company ~~establishes~~did anot ~~valuation~~record ~~allowance~~any ~~when necessary to reduce deferred~~ income tax ~~assets~~benefit due to the ~~amounts~~recognition ~~expected~~of toa befull ~~realized~~valuation allowance.

On July 25, 2012, the Company acquired HOJ and began recording a provision for deferred income tax assets and liabilities for the combined companies. The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. The Company’s expected income tax benefit was approximately $575,000 for the nine months ended September 30, 2013. The expected income tax benefit differs from the actual benefit of $0 each period, due primarily to the change in valuation allowance.

NOTE 9 – SUBSEQUENT EVENTS

OnKBM ~~December 16~~Worldwide, ~~2013, we announced signing of a distribution contract for the sale of hangover recovery shots in Japan~~Inc. Over the next three years our product is to be distributed through up to 8,600 drug and food stores and sales are expected to reach over 10 million bottles. This is the largest distribution agreement yet internationally for the Company to date. We intend to start shipping containers to Japan in early 2014. The contract calls for one million bottles to be shipped in 2014, which would exceed all of our sales to date, followed by three million bottles in 2015, and six million in 2016.

On ~~November~~July 627, ~~2013,~~2014 ~~the~~Hangover ~~Company~~Joe's ~~reached~~Holding anCorporation ~~agreement~~(the ~~with~~"Company") ~~Fundable.com,~~entered into a anSecurities ~~online~~Purchase ~~portal,~~Agreement towith KBM ~~raise up to $500~~Worldwide,~~000~~ inInc. ~~200~~("KBM"),~~000~~ ~~units~~for ~~sold~~the atsale ~~$2.50~~of ~~per~~an ~~unit.~~8% ~~Each~~convertible ~~unit~~note ~~consists~~in ofthe ~~one~~principal ~~share~~amount of ~~Series D Preferred Stock and 100 five year warrants exercisable at~~ $~~.05~~27,500 ~~per share upon a successful increase of~~ (the ~~Company’s~~"KBM ~~authorized common shares to 500,000,000~~Note"). The ~~Terms~~financing ofclosed ~~the~~on ~~preferred~~August ~~stock~~19, ~~are as follows:~~2014.

~~Series~~The KBM DNote bears interest at ~~Preferred~~the ~~Stock~~rate of 8% per annum. All interest and principal must be repaid on April 28, 2015. The KBM Note is convertible into common stock, at KBM's option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the KBM Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 120% if prepaid 31 days following the closing through 60 days following the closing and (iii) 125% if prepaid 61 days following the closing through 90 days following the closing and (iv) 130% if prepaid 91 days following the closing through 120 days following the closing and (v) 135% if prepaid 121 days following the closing through 150 days following the closing and (vi) 140% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the KBM Note, the Company has no right of prepayment.

OfKBM has ~~the~~agreed ~~10,000,000~~to ~~shares~~restrict ofits ~~the~~ability ~~Company’s~~to ~~authorized~~convert ~~Preferred~~the ~~Stock,~~KBM ~~($0.10~~Note ~~par~~and ~~value~~receive ~~per share), 200,000~~ shares ~~are~~of ~~designated~~common asstock ~~Series~~such Dthat ~~Convertible Preferred Stock (~~the ~~“Series~~number ~~D Preferred”). The holders~~ of ~~outstanding~~ shares of ~~Series D Preferred are entitled to notice of any shareholders’ meeting and to vote as a single class with the~~ common stock ~~upon~~held ~~any~~by ~~matter~~them ~~submitted~~in ~~for approval by~~ the aggregate and ~~holders~~their affiliates ofafter ~~common~~such conversion or ~~stock,~~exercise ondoes annot ~~as-converted~~exceed ~~basis, as defined~~4.99% ~~Each share~~ of ~~Series~~the Dthen ~~Preferred~~issued ~~shall~~and ~~have~~outstanding ~~one~~shares ~~hundred~~of ~~votes~~common ~~per share~~stock. The Iftotal ~~any~~net ~~dividend~~proceeds ~~or distribution is declared or paid by~~ the Company onreceived ~~common~~from ~~stock,~~this ~~whether~~Offering ~~payable~~was ~~in cash~~$27, ~~property~~500, ~~securities~~less orattorney's ~~rights to acquire securities, the holders of the Series D Preferred will be entitled to participate with the holders of common stock in such dividend or distribution, as defined~~fees.

~~Additionally,~~LG ~~upon~~Capital ~~liquidation,~~Funding dissolution or winding up on the Company, the Series D Preferred shareholders are entitled to be paid together with the common shareholders on a pro-rata basis. The Series D Preferred holders may convert such shares of Series D Preferred in whole or in part, at any time, or from time-to-time upon written notice to the Company subject to the terms set forth below. The Series D Preferred may, or shall, be converted into shares of the Company’s authorized but unissued common stock at the option of the holder, at any time after the Company is able to successfully increase its authorized common shares to 500,000,000 each share of Series D Preferred shall be convertible into one hundred shares of the Company’s common stock. Additionally, The Company may automatically convert such shares six months after the increase in authorized shares.LLC

18 On July 3, 2014, Hangover Joe's Holding Corporation (the "Company") entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG") for the sale of two 8% convertible redeemable notes each in the principal amount of $52,500 (the "LG Notes") in consideration of $52,500 and the delivery by LG of a Collateralized Secured Promissory Note Back End Note payable to the Company in the principal amount of $52,500 (the "LG Back End Note"). The financing closed on July 10, 2014.

~~ITEM~~The LG 2Notes bear interest at the rate of 8% per annum. ~~MANAGEMENT’S~~ All ~~DISCUSSION~~interest &and ~~ANALYSIS~~principal OFmust ~~FINANCIAL~~be ~~CONDITION~~repaid ~~AND~~on ~~RESULTS~~July OF3, ~~OPERATIONS~~2015. The LG Note are convertible into common stock, at LG's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the LG Notes in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 125% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 140% if prepaid 61 days following the closing through 120 days following the closing and (iii) 150% if prepaid 121 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the LG Notes, the Company has no right of prepayment. The LG Note issued in consideration of the LG Back End Note may only be converted by LG in the event the LG Back End Note is paid in full.

As of the date of the LG Notes, the Company is obligated on the LG Notes issued to LG in connection with the offering. The LG Notes are debt obligations arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.

Auctus Private Equity Fund, LLC

On July 24, 2014, the Company entered into a Securities Purchase Agreement with Auctus Private Equity Fund LLC ("Auctus"), for the sale of an 8% convertible redeemable note in the principal amount of $61,500 (the "Auctus Note").

The Auctus Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 24, 2015. The Auctus Note is convertible into common stock, at Auctus's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the Auctus Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 125% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 140% if prepaid 61 days following the closing through 120 days following the closing and (iii) 150% if prepaid 121 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Auctus Note, the Company has no right of prepayment.

Eastmore Capital, LLC

On July 24, 2014, the Company entered into a Securities Purchase Agreement with Eastmore Capital LLC ("Eastmore"), for the sale of an 8% convertible redeemable note in the principal amount of $61,500 (the "Eastmore Note").

The Eastmore Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 24, 2015. The Eastmore Note is convertible into common stock, at Eastmore's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. In the event the Company prepays the Eastmore Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 125% if prepaid during the period commencing on the closing date through 60 days thereafter, (ii) 140% if prepaid 61 days following the closing through 120 days following the closing and (iii) 150% if prepaid 121 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the Eastmore Note, the Company has no right of prepayment

TCA Settlement

On August 12, 2014, the Company entered into a $513,000 Settlement Agreements with TCA whereby GEL Properties LLC ("GEL) and Union Capital, LLC ("Union") each entered into Assignment and Assumption Agreements with TCA in the amounts of $230,000 each. Pursuant to the settlement agreement GEL and Union are to assume the total of $460,000 in four equal monthly installments, and the Company agreed to pay TCA $53,000 sixty days after the final installments are paid by GEL and Union under the Assignment and Assumption Agreements.

GEL

On August 12, 2014, the Company entered into a Replacement Note from TCA with GEL for the sale of an 8% convertible redeemable note in the principal amount of $57,500 (the "GEL Note"). The GEL Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 12, 2015. The GEL Note is convertible into common stock, at Union's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. Additional replacement notes for an amount of $172,500 are to be issued pursuant to the Settlement Agreement.

On August 13, 2014, GEL converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,500,000 shares.

Union

On August 12, 2014, the Company entered into a Replacement Note with TCA with Union for the sale of an 8% convertible redeemable note in the principal amount of $57,500 (the "Union Note"). The Union Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 12, 2015. The Union Note is convertible into common stock, at Union's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. Additional replacement notes for an amount of $172,500 are to be issued pursuant to the Settlement Agreement.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Quarterly Report on Form 10-Q. Readers should review those agreements for a complete understanding of the terms and conditions associated with these transactions.

On August 13, 2014, Union converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,000,000 shares.

ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement about Forward-Looking Statements

This Form 10-Q contains forward-looking statements regarding future events and the Company’'s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “"Securities Act”") and the Securities Exchange Act of 1934 (the “"Exchange Act”"). These statements are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs and assumptions of the Company’'s management. Words such as “"hopes,”" “"expects,”" “"anticipates,”" “"targets,”" “"goals,”" “"projects,”" “"intends,”" “"plans,”" “"believes,”" “"seeks,”" “"estimates,”" “"continues,”" “"may,”" variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of the Company’'s future financial performance, including projections under our licensing and distribution arrangements, the Company’'s anticipated growth potential in its business, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified under “"Risk Factors”" in our Form 10-K for the year ended December 31, ~~2012~~2013. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.

The Company is under no duty to update any of these forward-looking statements after the date of this report. You should not place undue reliance on these forward-looking statements.

Background

~~Hangover~~The ~~Joe’s~~term ~~Holding~~the ~~Corporation~~"Company" ~~(“HJHC”~~as orused ~~the~~herein ~~“Company”)~~is ~~was~~intended ~~originally~~to ~~incorporated~~refer into the ~~State~~Hangover ofJoe's ~~Colorado~~Holding inCorporation ~~December~~and ~~2005~~its aswholly ~~Across~~owned ~~American~~subsidiary, ~~Real~~Hangover ~~Estate Exchange~~Joe's, Inc. ~~(“AAEX”). In~~The ~~February~~Company ~~2010,~~has ~~Accredited~~a ~~Members,~~limited ~~Inc.~~operating ~~(“AMI”),~~history aand ~~provider~~there ofwill ~~investor~~be ~~research~~limited ~~and~~continuing ~~management~~impact ~~services,~~regarding ~~was~~these ~~merged~~operations, ~~with~~ and ~~into~~the aCompany ~~wholly-owned~~cannot ~~subsidiary~~provide ofany ~~AAEX,~~assurance ~~and~~it ~~AMI~~will ~~became~~be aable ~~wholly-owned~~to ~~subsidiary~~raise offunds ~~the~~through ~~Company. In~~a ~~May~~future ~~2010,~~issuance ~~AAEX~~of ~~changed~~equity ~~its~~or ~~name~~debt to ~~Accredited~~carry ~~Members~~out ~~Holding~~its ~~Corporation~~business plan.

On July 25, 2012, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Hangover Joe’s, Inc., a privately-held Colorado corporation (“HOJ”), whereby on July 25, 2012, the Company acquired HOJ in a reverse triangular merger (the “Acquisition”). Upon closing the Acquisition, the Company issued 83,514,827 common shares to the HOJ shareholders in exchange for all of their ownership interests in HOJ such that the former owners of HOJ owned approximately 69% of the Company post Acquisition. The shareholders of the Company prior to the Acquisition owned approximately 31% of the Company post Acquisition. As a result of the Acquisition on July 25, 2012, the Company changed its name to Hangover Joe’s Holding Corporation.

The Merger Agreement further provided that, within five business days after the closing of the Acquisition the Company would sell to Accredited Members Acquisition Corporation (“Buyer”) all of the equity interests in three of the Company’s subsidiaries (the “Sale”), being Accredited Members, Inc., AMHC Managed Services, Inc. and World Wide Premium Packers, Inc. (collectively, the “Subsidiaries”). Buyer is a privately-held Colorado corporation owned by two former directors of the Company, JW Roth and David Lavigne. The parties closed the Sale on July 27, 2012. Buyer paid $10,000 and assumed all liabilities of the Subsidiaries in exchange for all of the shares in the Subsidiaries owned by the Company.

HOJ is a Colorado corporation formed on March 5, 2012. HOJ was formed for the purpose of acquiring all of the assets of both Hangover Joe’s Products LLC (“HOJ LLC”) and Hangover Joe’s Joint Venture (“HOJ JV”). HOJ LLC had conducted operations through HOJ JV, with the owner of HOJ LLC being one of the same owners and control persons of HOJ JV. Effective March 30, 2012, HOJ acquired the net assets of HOJ LLC and HOJ JV through the issuance of common stock of HOJ. Because HOJ had no significant assets or business operations prior to the merger and each of these entities were owned by the same control group, this transaction was accounted for as a reorganization of entities under common control. Accordingly, the historical results of operations of HOJ LLC and HOJ JV are included in the results of operations of the Company.

Because all of the operating businesses of AMHC were contemporaneously sold within five business days after the Acquisition, the transaction has been accounted for as a recapitalization of HOJ. Accordingly, the accompanying consolidated financial statements include the financial position, results of operations and cash flows of HOJ and its predecessor entities, HOJ LLC and HOJ JV, prior to the date of Acquisition. The historical results of operations and cash flows of AMHC and the Subsidiaries prior to the date of the Acquisition have been excluded from the accompanying consolidated financial statements. The historical stockholders’ equity of HOJ prior to the exchange was retroactively restated (a recapitalization) for the equivalent number of shares received in the exchange after giving effect to any differences in the par value of the AMHC and HOJ common stock, with an offset to additional paid-in capital. The restated consolidated accumulated deficit of the accounting acquirer (HOJ) has been carried forward after the exchange.

The term the “Company” as used herein is intended to refer to the Hangover Joes Holding Corporation and its wholly owned subsidiary, Hangover Joes Inc. The Company has a limited operating history and there will be limited continuing impact regarding these operations, and the Company cannot provide any assurance it will be able to raise funds through a future issuance of equity or debt to carry out its business plan.

Plan of Operation

The Company sells two ounce energy shots to retailers that typically place them near the counters in convenience and other stores. Our main product has been an all-natural, two-ounce beverage, formulated to help relieve the symptoms associated with alcohol induced hangovers – the Hangover Recovery Shot. The Hangover Recovery Shot is also an officially licensed product of The Hangover movie series from Warner Brothers. The Company has registered the trademark “"Hangover Joe’'s Get Up & Go”" with the U.S. Patent and Trademark office. The assets consist of intellectual property relating to Hangover Joe’'s Recovery Shot, including but not limited to a license agreement dated July 19, 2011, between the LLC and Warner Bros. Consumer Products, Inc. The license agreement permits HOJ to use the character names, costumes, artwork logos, and other elements depicted in the 2009 movie “"The Hangover”" during the term of the license agreement, ~~as amended,~~ which expired January 31, ~~2016~~2013. The Company then negotiated an extension to this license agreement through January, 2016.

The Company sells its products primarily to convenience stores, liquor stores and grocery stores through distribution agreements, as well as through online internet sales. The Company began selling its products in February 2011. HOJ is actively seeking to expand the distribution of its product, the Hangover Joe’'s Recovery Shot, and ~~has~~our ~~recently~~additional ~~entered~~energy ~~into~~shot, ~~distribution~~Larry ~~agreements~~the toCable ~~expand~~Guy's ~~its~~Git-R-Done ~~reach~~energy shot, which was added to ~~Australia,~~our ~~New~~product ~~Zealand~~line ~~and~~during ~~Canada~~2014.

Management Changes

Effective March 1, 2013, the Board of Directors appointed Eric Skae to serve as interim Chief Operating Officer (“COO”). Mr. Skae was to be paid an annual salary of $100,000 in the same manner as other officers of the Company. Mr. Skae resigned on August 6, 2013. The Company also appointed Jeff Jonke as its Executive Vice President and General Manager on August 19, 2013. Mr. Jonke resigned effective October 31, 2013. Effective December 1, 2013, the Board of Directors appointed Shawn Adamson to serve as Chief Sales and Marketing Officer. Mr. Adamson will be paid an annual salary of $100,000, a royalty of one cent per bottle, a 12.5% bonus of the proceeds of sale in the event the Company is sold plus benefits and stock. Also, Effective December 1, 2013, the Board of Directors appointed Matthew Veal to serve as Chief Financial Officer (“CFO”) and Interim Chief Executive Officer (“CEO”) and added Mr. Veal to the board of directors. Mr. Veal will be paid an annual salary of $180,000, a royalty of one cent per bottle, a 5% bonus of the proceeds of sale in the event the Company is sold plus benefits and stock. Also, Effective December 1, 2013, the Board of Directors reappointed Michael Jaynes to serve as Chairman of the Board. Mr. Jaynes will be paid an annual salary of $100,000, a royalty of one cent per bottle, a 12.5% bonus of the proceeds of sale in the event the Company is sold plus benefits and stock.

Results of Operations

~~Through~~The ~~the~~Company's ~~second~~operations ~~Quarter~~have ofbeen ~~2013,~~greatly curtailed for the ~~Company’s~~quarter ~~operations~~ended ~~have~~June ~~generally~~30, ~~grown~~2014 ascompared to the ~~Company~~quarter ~~has~~ended ~~expanded~~June ~~its~~30, ~~marketing~~2013 ~~efforts. Although~~due ~~the~~to ~~Company’s~~its ~~increased~~lawsuit ~~operations~~with ~~have~~TCA, ~~resulted~~and insales ~~greater~~have ~~net~~been ~~sales~~limited ~~for~~to ~~the~~small ~~Company,~~orders ~~the~~from ~~Company’s~~our ~~costs~~website ofwhile ~~goods~~we ~~sold~~continue ~~and~~efforts ~~operating~~to ~~costs~~implement ~~have~~our ~~also~~business ~~increased~~plan.

~~Three Months Ended September 30, 2013 and September 30, 2012~~24

~~For~~Three ~~the~~Months ~~three~~Ended ~~months~~June ~~ended September~~ 30, ~~2013,~~2014 ~~we experienced a consolidated net loss of $400,000 compared to a consolidated net loss of $394,000 during the comparable period last year. Net Sales~~ and ~~gross~~June ~~profits decreased $382~~30,~~000~~ and $142,000 or 99% and 99%, respectively from the comparable period last year. These decreases were offset by a $112,000 decrease in sales & marketing costs and a $75,000 decrease in general and administrative expenses from the comparable period last year.2013

For the three months ended June 30, 2014, we experienced a consolidated net loss of $589,000 compared to a consolidated net loss of $585,000 during the comparable period last year. Net sales and gross profits decreased $151,000 or 99% and $26,000 or 98%, respectively from the comparable period last year. These decreases were offset by a $164,000 decrease in sales expenses from the comparable period last year.

Net Sales

During the three months ended ~~September~~June 30, ~~2013~~2014, the Company generated approximately $~~4,000~~600 in net sales compared to $~~387~~152,000 in net sales in the comparable period last year. The $~~382~~152,000 or 99100% decrease ~~in net sales~~ from the comparable period last year was primarily due to ~~the~~inability ~~lack~~to ofship ~~resources~~orders ~~not~~to ~~only~~new ~~for~~distribution ~~sales~~partners ~~and~~we ~~marketing~~had ~~but~~generated ~~production~~in ~~and~~the ~~shipping~~last ~~and~~two years due to the ~~deferral~~TCA oflawsuit. The ~~revenue~~Company onsettled ~~certain~~the ~~sales~~lawsuit ~~(approximately $14,000) to distributors~~ in ~~which the~~August ~~Company~~2014 ~~determined~~and ~~that~~still ~~collectibility~~needs ~~was~~to ~~not~~raise ~~assured~~capital. The Company has ~~reviewed~~targeted ~~its~~a ~~sales~~list ~~channels,~~of ~~and~~major acustomers ~~concern~~it ~~exists~~intends ~~due~~ to ~~the~~pursue ~~lack~~or ofbring ~~resources~~back, webut ~~can~~there ~~devote~~is tono ~~the~~assurance ~~necessary~~we ~~sales~~can ~~and~~accomplish ~~marketing~~all ~~and~~or ~~brand~~part ~~building~~of tothese ~~ensure product success~~plans.

Cost of Goods Sold

Cost of goods sold, which includes product costs, packaging materials, and product royalties, decreased in the aggregate from $~~241~~126,000 for the three months ended ~~September~~June 30, ~~2012~~2013 as compared to $~~3,000~~173 for the same period this year. As a percentage of sales, cost of sales ~~changed~~decreased from 6383% of sales for the quarter ended ~~September~~June 30, ~~2012~~2013 to 7928% for the quarter ended ~~September~~June 30, ~~2013~~2014. This ~~change~~decrease ~~was~~represented ~~primarily~~the ~~due~~sale toof ~~increased~~reamining inventory that ~~costs~~had ~~related~~been tofully ~~instability~~allowed –for ~~including~~as ~~change~~of inDecember ~~contract bottler~~31, change in materials, old inventory being cleared in prior year, initial fixed guaranteed royalty costs to Warner Brothers from our new marketing campaign (see net sales above) and financial challenges relating ability to negotiate lower costs2013.

Gross Profit

During the three months ended ~~September~~June 30, 2013, the Company realized a gross profit of $127,000 or 2117% of net sales ~~compared to a gross profit of $142~~,~~000~~ orfor ~~37% of net sales during~~ the ~~same period last year. Although average sales prices in 2013 were higher compared to the~~ quarter ended ~~September~~June 30, ~~2012~~2014, ~~lower~~gross ~~product~~profit ~~sales~~of ~~quantities~~$500, ~~and~~which ~~higher~~consisted ~~product~~of ~~costs~~substantially ~~(described~~all ininternet ~~cost~~sales. Cost of ~~sales~~goods ~~above)~~sold ~~resulted~~represented inroyalty ~~the~~related ~~overall~~costs, ~~decrease~~as inthe ~~gross~~inventory ~~profit~~sold inconsisted ~~both~~of ~~dollar~~remaining ~~and~~samples ~~percentage~~which ~~terms~~has ~~during~~been ~~the~~fully ~~three~~allowed ~~months~~for ~~ended~~in ~~September 30,~~ 2013.

Sales & Marketing Costs

Sales & marketing costs decreased $~~112~~164,000 or 4368% to $~~146~~79,000 for the three months ended ~~September~~June 30, ~~2013~~2014 as compared to $~~258~~243,000 for the comparable period last year. This decrease was primarily due to adecreased ~~reduction in resources available for~~ sales salaries and consulting expense, trade shows, and graphic design costs in this area, as explained by the factors discussed above.

General & Administrative Expenses

General and administrative expenses ~~decreased~~increased $76214,000 or 2784% to $~~202~~466,000 for the three months ended ~~September~~June 30, ~~2013~~2014 as compared to $~~278~~253,000 for the same period last year. The increase was due toprimarily ~~several factors amortization of costs from our contract with the Bricktown Group, and higher investor relations costs during 2013 also contributed~~ to ~~the~~an increase ~~for~~in ~~the~~share-based ~~three~~compensation ~~months~~used in ~~ended~~lieu ~~September~~of ~~30,~~cash ~~2013 as compared~~ to ~~the~~incur ~~three months ended September 30, 2012~~charges.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2013~~2014 and ~~September~~June 30, ~~2012~~2013

For the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, we experienced a consolidated net loss of $1,~~692~~038,000 compared to a consolidated net loss of $~~943~~1,292,000 during the comparable period last year. Net ~~Sales~~sales and gross profits each decreased $~~414~~316,000 and $~~186~~68,000 or 5699% and 7398%, respectively, from the comparable period last year. These decreases were ~~slightly~~ ~~offset~~ exacerbated by a $34250,000 ~~decrease~~increase in ~~general~~operating ~~and administrative~~ expenses from the comparable period last year.

Net Sales

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company generated approximately $~~322~~2,000 in net sales compared to $~~736~~318,000 in net sales in the comparable period last year. The $~~414~~316,000 or 5699% decrease in net sales from the comparable period last year was primarily due to lower sales volume from new distribution partners in the United States related to the May 20 marketing campaign began from the movie Hangover III. The Company has reviewed its sales channels, and while we did incur drops in comparison to the second half of the prior year, we believe new channels can be opened to supplement what we have and replace some of the business we no longer have, but we believe additional marketing resources will be needed to build our customer base to its full potential.

Cost of Goods Sold

Cost of goods sold, which includes product costs, packaging materials, and product royalties, decreased in the aggregate from $~~480~~249,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 as compared to $~~252,000~~256 for the same period this year. As a percentage of sales, cost of sales ~~increased~~decreased from 6578% of sales for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 to 7815% for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014. This decrease was primarily due to ~~higher~~the ~~costs,~~sale ~~particularly~~of ~~royalty~~remaining ~~guaranteed~~inventory ~~amounts~~that had been previously allowed for at December 31, 2013.

Gross Profit

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, the Company realized a gross profit of $701,~~000~~400 or 2285% of net sales compared to $~~256~~69,000 or 3522% of net sales during the same period last year. Although average sales prices in ~~2013~~2014 were substantially the same when compared to the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013, lower product ~~sales quantities and higher product~~ costs (described in cost of sales above) resulted in the overall decrease in gross profit in ~~both dollar and~~ percentage terms during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014.

Sales & Marketing Costs

Sales & marketing costs decreased $34161,000 or 638% for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 when the total was $~~573~~266,000 as compared to $~~607~~427,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013. This ~~increase~~decrease was due to ~~increases~~decreases in advertising and sales consulting expenses.

General & Administrative Expenses

General and administrative expenses ~~increased~~decreased $~~306~~89,000 or 5213% to $~~898~~606,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 as compared to $~~592~~695,000 for the same period last year. ~~The~~ This ~~increase~~decrease ~~was~~is due toreductions ~~several~~in factors including higher accounting and ancillary costs associated with becoming a public entity such as $30,000 spent on public relations/awareness, amortization of approximately $278,000 of costs from our contract with the Bricktown Group, higher legal costs associated with negotiating financing transactions and licensing, higher salaries, and ~~higher~~other ~~investor~~expenses ~~relations~~temporarily ~~costs~~no ~~during~~longer ~~2013~~needed ~~also~~due ~~contributed~~ to the ~~increase~~lack ~~for~~of ~~the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012~~sales.

Material Changes in Financial Condition; Liquidity and Capital Resources

The Company’'s consolidated financial statements for the three months ended ~~September~~June 30, ~~2013~~2014, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Report of our Independent Registered Public Accounting Firm on the Company’'s consolidated financial ~~statements~~statement as of and for the year ended December 31, ~~2012~~2013, and the three months ended June 30, 2014 includes a “"going concern”" explanatory paragraph which means that the auditors stated that conditions exist that raise doubt about the Company’'s ability to continue as a going concern.

Cash Flows

During the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, we used proceeds from ~~the~~borrowings ~~borrowing~~ of approximately $~~492~~370,000 ~~under our new credit facilities~~ to fund our operations whereas during the comparable period in ~~2012~~2013, when we used ~~cash~~borrowings ~~accumulated~~ from ~~prior periods to fund~~ our ~~operations. As~~credit ~~described above~~facility, ~~the~~net ~~company~~of ~~significantly~~repayment ~~increased~~of ~~its~~other ~~sales~~obligations, ~~and~~of ~~marketing~~$311,000 ~~costs during 2012~~ to ~~expand~~fund ~~its~~our ~~distribution network in the United States, Canada, and Australia~~operations. Cash as of ~~September~~June 30, ~~2013~~2014 was $1018,000 as compared to $93,000 at December 31, ~~2012~~2013.

Cash flows used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $~~576~~385,000 as compared to $~~670~~511,000 for the comparable period last year. This ~~decrease~~reduction in cash used in operations was primarily due to ~~higher operating expenses during 2013 as compared to~~ the ~~same~~financial ~~period~~issues ~~last~~discussed ~~year, and was offset by increases in accounts payable~~above.

Cash ~~flow~~flows provided by ~~financing~~investing activities were zero for both the ~~nine~~six months ended ~~September~~June 30, 2013 ~~was~~and ~~$577,000 compared to $9,000 for~~ the ~~comparable~~six ~~period~~months ~~last~~ended ~~year.~~June ~~This~~30, was due to the above referenced net borrowings under the credit facility in 2013 discussed above offset by amounts paid off on other inventory credit arrangement and cash raised from the sale of equity2014.

Cash flows provided by financing activities for the six months ended June 30, 2014 was $400,000 compared to cash provided of $596,000 for the comparable period last year. This was due to the above referenced net borrowings under the credit facility in 2013 discussed above, offset by amounts paid off on other inventory credit arrangement.

Capital Resources

As of ~~September~~June 30, ~~2013~~2014, we had cash on hand of $1018,000 and a working capital deficit of $2,~~151~~659,000 as compared to cash on hand of $93,000 and working capital deficit of $12,~~407~~634,000 as of December 31, ~~2012~~2013. ~~The improvement in our cash was due to our new credit facilities, however, due to our losses, our working capital deficit increased.~~

~~Although~~The ~~the~~ Company has generated minimal revenue through the sale of its products, and the Company’'s cash flow has not been sufficient to cover its operating expenses and the Company has had to rely upon proceeds from borrowings ~~under its credit facilities~~ and from the sale of common stock through private placements to fund its operations. During the ~~three~~six months ended ~~September~~June 30, ~~2013~~2014, the Company received gross proceeds of $~~425~~370,000 under its ~~credit~~various ~~facility~~borrowings. We anticipate that we will need to rely on sales of our securities in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will be able to complete any additional sales of our equity securities or that we will be able arrange for other financing to fund our planned business activities. If we are unable to fund future operations by way of financing, including public or private offerings of equity or debt securities, our business, financial condition and operating activities will be adversely impacted.

22On July 2, 2014, JSJ Investments Inc. converted their entire $25,000 (including $1,000 of interest) promissory note dated December, 2013 for 4,230,652 shares. On July 9, 2014, JMJ Financial converted $18,478 of their promissory note dated June, 2013 for 2,500,000 shares. On August 12, 2014, JMJ Financial converted $16,500 of their promissory note dated June, 2013 for 1,500,000 shares. On July 16, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 854,701 shares. On July 25, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 793,651 shares. On July 28, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 881,057 shares. On August 1, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 1,282,051 shares. On August 6, 2014, Asher Enterprises Inc. converted $17,500 (and $2,320 of interest) of their promissory note dated January, 2014 for 1,818,349 shares. On August 13, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,500,000 shares. On August 13, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,000,000 shares.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

~~Recently~~Recent ~~issued~~Accounting ~~and adopted accounting pronouncements~~Pronouncements

In May 2014, the ~~third~~Financial ~~quarter~~Accounting ofStandards ~~2013~~Board ("FASB") issued Accounting Standards Update (ASU) No. 2014-09, ~~there~~Revenue ~~was~~from noContracts ~~new~~from ~~adopted~~Customers, orwhich ~~proposed~~supersedes ~~accounting~~the ~~guidance~~revenue ~~that~~recognition ~~could~~requirements ~~have~~in Revenue Recognition (Topic 605), and requires entities to recognize revenue in a ~~material~~way ~~impact~~that ondepicts the transfer of potential goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied retrospectively, with early adoption not permitted. The Company’s ~~financial~~is ~~statements~~currently evaluating this new standard and the potential impact this standard may have upon adoption.

We have considered other recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.

Critical Accounting Policies

There have been no changes to the Company’'s critical accounting policies in the three months ended ~~September~~June 30, ~~2013~~2014, from those contained in the Company’'s ~~2012~~2013 Annual Report on Form 10-K.

Item 3. ~~DEFAULTS~~ ~~UPON~~QUANTITATIVE ~~SENIOR~~AND ~~SECURITIES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As ~~discussed~~a insmaller ~~Note~~reporting ~~3 – Debt~~Company, ~~the~~we ~~Company~~are isnot inrequired ~~default~~to ~~for~~include ~~nonpayment~~disclosure ofunder ~~its~~this ~~revolving credit facility with TCA~~item.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “"1934 Act”"), as of ~~September~~June 30, ~~2013~~2014, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and ~~acting~~our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that because of material weaknesses in our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial ~~are~~reporting, ~~not~~as ~~effective~~described toin ~~timely~~the ~~alert~~Company's ~~management~~Annual toReport ~~material~~on ~~information~~Form10-k ~~required~~for tothe beyear ~~included~~ended inDecember 31, 2013, that our ~~periodic~~disclosure ~~reports~~controls ~~filed~~and ~~with~~procedures ~~the~~were ~~Securities~~not effective as of June 30, 2014.Disclosure controls and ~~Exchange~~procedures ~~Commission~~ are controls and other procedures that are designed to ensure that information required to be disclosed in ~~such~~our reports isfiled ~~accumulated~~or ~~and~~submitted ~~communicated~~under tothe ~~our~~1934 ~~management,~~Act ~~including~~is ~~our~~recorded, ~~Chief~~processed, ~~Executive~~summarized ~~Officer,~~and toreported ~~allow~~within ~~timely~~the ~~decisions~~time ~~regarding~~periods ~~required~~specified ~~disclosures. However,~~in ~~management~~the ~~believes~~SEC's ~~that~~rules ~~the~~and ~~financial~~forms. ~~statements~~Disclosure ~~included~~controls inand ~~this~~procedures ~~report~~include, ~~present~~without ~~fairly~~limitation, incontrols ~~all~~and ~~material~~procedures ~~respects,~~designed ~~the~~to ~~Company’s~~ensure ~~consolidated~~that ~~financial~~information ~~position,~~required ~~results~~to ofbe ~~operations~~disclosed ~~and~~in ~~cash~~our ~~flows~~reports ~~for~~filed under the ~~periods~~1934 ~~presented. Due~~Act tois ~~our~~accumulated ~~limited~~and ~~financial~~communicated ~~resources~~to ~~and~~our ~~limited~~management, ~~personnel~~including weour ~~are~~principal ~~not~~executive ~~able~~officer toand ~~immediately~~our ~~take~~principal ~~any~~financial ~~action~~officer, as appropriate, to ~~remediate~~allow ~~the~~timely ~~material~~decisions ~~weaknesses~~regarding ~~identified~~required disclosure.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer/principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

NoThere were not any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the three months ended June 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time the Company may be involved in various litigation matters, which arise in the ordinary course of business. Except as previously disclosed, there is no litigation that management believes will have a material impact in the financial position of the Company.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in the Company’'s Annual Report on Form 10-K for the year ended December 31, ~~2012~~2014.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~All~~KBM ~~sales of unregistered equity securities that occurred during the period covered by this report have been previously disclosed in our current report on Form10-K filed on April 16~~Worldwide, ~~2013, our current reports on Form10-Q filed on May 20, 2013 and August 19, 2013 and other current reports on Form 8-K filed during the first quarter~~Inc.

On August 11, 2014 Hangover Joe's Holding Corporation (the "Company") entered into a Securities Purchase Agreement with KBM Worldwide, Inc. ("KBM"), for the sale of an 8% convertible note in the principal amount of $27,500 (the "KBM Note"). The financing closed on August 12, 2014.

The KBM Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on April 12, 2015. The KBM Note is convertible into common stock, at KBM's option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the KBM Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 115% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 120% if prepaid 31 days following the closing through 60 days following the closing and (iii) 125% if prepaid 61 days following the closing through 90 days following the closing and (iv) 130% if prepaid 91 days following the closing through 120 days following the closing and (v) 135% if prepaid 121 days following the closing through 150 days following the closing and (vi) 140% if prepaid 151 days following the closing through 180 days following the closing. After the expiration of 180 days following the date of the KBM Note, the Company has no right of prepayment.

Daimiel Global Resources, Inc.

In January, 2014, Daimiel Global Resources, Inc., ("Daimiel") cancelled 26,013,736 of its common shares. The company agreed to reissue these shares and 4,500,000 common shares Daimiel had cancelled in a previous transaction in early 2013 upon an increase in authorized common shares and granted Daimiel voting rights accordingly. In June, 2014, the Company reissued 26,013,736 shares and 4,410,201 shares to Daimiel under this arrangement.

Matthew A. Veal

In June 2013, the Company issued Matthew A. Veal, its CEO, 1,500,000 shares to settle his initial amounts due under his employment contract and portions of additional unpaid salary due him from 2013.

Shawn Adamson

In June 2013, the Company issued Shawn Adamson 1,500,000 shares to settle portions of unpaid salary due him from 2014.

Bricktown Beverage

In June 2013, the Company issued Bricktown Beverage 1,500,000 shares to settle portions under a consulting arrangement due from 2013.

Auctus Private Equity Fund, LLC

Eastmore Capital, LLC

The notes above are all debt obligation arising other than in the ordinary course of business, which constitute direct financial obligations of the Company.

As of the date hereof, the Company is obligated on the above notes in connection with the offerings. The notes are a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.

GEL Properties, LLC

On August 12, 2014, the Company entered into a Securities Purchase Agreement with GEL Properties LLC ("GEL"), for the sale of an 8% convertible redeemable note in the principal amount of $57,500 (the "GEL Note"). The financing closed on August 12, 2014.

The GEL Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 12, 2015. The GEL Note is convertible into common stock, at Union's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion.

Union Capital, LLC

On August 12, 2014, the Company entered into a Securities Purchase Agreement with Union Capital LLC ("Union"), for the sale of an 8% convertible redeemable note in the principal amount of $57,500 (the "Union Note"). The financing closed on August 12, 2014.

The Union Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 12, 2015. The Union Note is convertible into common stock, at Union's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion.

JSJ Conversions

On July 2, 2014, JSJ Investments Inc. converted their entire $25,000 (including $1,000 of interest) promissory note dated December, 2013 for 4,230,652 shares.

JMJ Conversions

On July 9, 2014, JMJ Financial converted $18,478 of their promissory note dated June, 2013 for 2,500,000 shares.

On August 12, 2014, JMJ Financial converted $16,500 of their promissory note dated June, 2013 for 1,500,000 shares.

Asher Conversions

On July 16, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 854,701 shares.

On July 25, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 793,651 shares.

On July 28, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 881,057 shares.

On August 1, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 1,282,051 shares.

On August 6, 2014, Asher Enterprises Inc. converted $17,500 (and $2,320 of interest) of their promissory note dated January, 2014 for 1,818,349 shares.

GEL Properties, LLC

On August 13, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,500,000 shares.

Union Capital, LLC

On August 13, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,000,000 shares.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transactions did not involve a public offering, Each of the investors are accredited investor, had access to information about the Company and their investment, took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 3. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

~~None.~~Subsequent Events

On July 16, 2014, the Company released information relating to the cost of production. The Company stated that it can produce its products for approximately $0.40 per bottle and expects to be able to reduce cost to approximately $0.30 or less contingent upon increased volume.

Item 6. EXHIBITS

Exhibit No.	Title	~~Title~~
10.1		License Agreement between the Company and Warner Brothers Japan dated December 16, 2013 Filed herewith.
2.1	Agreement and Plan of Merger and Reorganization dated July 25, 2012 by and among Accredited Members Holding Corporation, AMHC Merger Corp., and Hangover Joe’s Inc., Incorporated by reference from Form 10-Q for the quarter ended September 30, 2012 and filed on November 14, 2012.
10.2		Employment agreement between company and Michael Jaynes, Chairman. Filed herewith.
2.2	Purchase and Indemnification Agreement dated July 27, 2012 by and among Accredited Members Holding Corporation, Hangover Joe’s Inc., Accredited Members, Inc., AMHC Managed Services, Inc. and World Wide Premium Packers, Inc., Incorporated by reference from Form 10-Q for the quarter ended September 30, 2012 and filed on November 14, 2012.
10.3		Employment agreement between company and Matthew Veal, CFO and CEO. Filed herewith.
3.1.1	Articles of Incorporation. Incorporated by reference from Form SB-2 Registration Statement filed on January 29, 2007.
10.4		Employment agreement between company and Shawn Adamson, Chief Sales and Marketing Officer. Filed herewith.
3.1.2	Amendment to Articles of Incorporation. Incorporated by reference from Form 10-Q for the quarter ended March 31, 2010 and filed on May 17, 2010.
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Matthew Veal, Chief Executive Officer). Filed herewith.
3.1.3	Amendment to the Articles of Incorporation. Incorporated by reference from Form 8-K dated December 15, 2010, and filed on December 20, 2010.
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Matthew Veal, Chief Financial Officer). Filed herewith.
3.1.4	Amendment to the Articles of Incorporation. Incorporated by reference from Form 10-Q for the quarter ended June 30, 2012 and filed on August 14, 2012
32.1		Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Matthew Veal, Chief Executive Officer). Filed herewith.
3.1.5	Amendment to the Articles of Incorporation. Incorporated by reference from Form 10-Q for the quarter ended June 30, 2012 and filed on August 14, 2012
32.2		Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Matthew Veal, Chief Financial Officer). Filed herewith.
3.1.6	Certificate of Designation of the Preferences, rights, limitations, qualifications, and restrictions of the Series B Preferred Stock of Hangover Joe’s Holding Corporation. Incorporated by reference from Form 10-K for the year ended December 31, 2012 and filed on April 15, 2013.
101.INS		XBRL Instance Document. Filed herewith.
3.1.7	Certificate of Designation of the Preferences, rights, limitations, qualifications, and restrictions of the Series C Preferred Stock of Hangover Joe’s Holding Corporation. Incorporated by reference from Form 10-K for the year ended December 31, 2012 and filed on April 15, 2013.
101.SCH		XBRL Schema Document. Filed herewith.
3.2	Bylaws. Incorporated by reference from Form 8-K dated October 19, 2010, and filed on October 25, 2010.
101.CAL		XBRL Calculation Linkbase Document. Filed herewith.
4.1	Securities Purchase Agreement by and among the Company and the Asher Enterprises, Inc., dated January 14, 2014. Incorporated by reference from Form 8-K filed on January 21, 2014.
101.DEF		XBRL Definition Linkbase Document. Filed herewith.
4.2	Convertible Promissory Note issued to Asher Enterprises, Inc. Incorporated by reference from Form 8-K filed on January 21, 2014.
101.LAB		XBRL Labels Linkbase Document. Filed herewith.
4.3	Securities Purchase Agreement by and among the Company and the Asher Enterprises, Inc., dated March 13, 2014. Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
101.PRE		XBRL Presentation Linkbase Document. Filed herewith.
4.4	Convertible Promissory Note issued to Asher Enterprises, Inc. dated March 13, 2014 Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
4.5	12% Convertible Note issued to JSJ Investments Inc dated March 20, 2014. Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
4.6	Securities Purchase Agreement by and among the Company and Adar Bays LLC dated March 24, 2014. Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
4.7	8% Convertible Redeemable Note issued to Adar Bays LLC. Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
4.8	Securities Purchase Agreement by and among the Company and LG Capital Funding, LLC dated March 19, 2014. Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
4.9	8% Convertible Redeemable Note issued to LG Capital Funding, LLC. Incorporated by reference from Form 10-K for the fiscal year ended December 31, 2013 and filed on April 21, 2014.
4.10	Convertible Promissory Note issued to KBM Worldwide, Inc. dated May 9, 2014. Filed Herewith.
4.11	Securities Purchase Agreement with KBM Worldwide, Inc. dated May 9, 2014. Filed Herewith.
4.12	Securities Purchase Agreement by and among the Company and the KBM Worldwide, Inc., dated May 29, 2014 Incorporated by reference and Filed on June 23, 2014.
4.13	Convertible Promissory Note issued to KBM Worldwide, Inc. dated May 29, 2014 Incorporated by reference and Filed on June 23, 2014.
4.14	12% Convertible Note issued to JSJ Investments Inc dated May 21, 2014 Incorporated by reference and Filed on June 23, 2014
4.15	Convertible Note issued to Black Mountain Equities, Inc. Incorporated by reference and Filed on June 23, 2014
4.16	Securities Purchase Agreement by and among the Company and LG Capital Funding, LLC dated July 3, 2014 Incorporated by reference and Filed on July 16, 2014
4.17	8% Convertible Redeemable Note issued to LG Capital Funding, LLC dated July 3, 2014 Incorporated by reference and Filed on July 16, 2014
4.18	8% Convertible Redeemable Back End Note issued to LG Capital Funding, LLC dated July 3, 2014 Incorporated by reference and Filed on July 16, 2014
4.19	8% Collateralized Secured Back End Note issued to Hangover Joe's Holding Corporation dated July 3, 2014 Incorporated by reference and Filed on July 16, 2014
4.20	Securities Purchase Agreement by and among the Company and Auctus Private Equity Fund, LLC, dated July 25, 2014. Filed herewith.
4.21	Convertible Promissory Note issued to Auctus Private Equity Fund, LLC, dated July 25, 2014. Filed Herewith.
4.22	Securities Purchase Agreement by and among the Company and KBM Worldwide, Inc., dated August 12, 2014. Filed herewith.
4.23	Convertible Promissory Note issued to KBM Worldwide, Inc, Inc. dated August 12, 2014. Filed Herewith.
4.24	Securities Purchase Agreement by and among the Company and Eastmore Capital, LLC, dated August 12, 2014. Filed herewith.
4.25	Convertible Promissory Note issued to Eastmore Capital, LLC dated August 12, 2014. Filed Herewith.
4.26	Settlement Agreement between the Company and TCA Global Master Credit Fund, L.P. dated August 12, 2014. Filed Herewith.
4.27	Assignment and Assumption Agreement between TCA Global Master Credit Fund, L.P., the Company and Union Capital, LLC dated August 12, 2014. Filed Herewith.
4.28	Assignment and Assumption Agreement between TCA Global Master Credit Fund, L.P., the Company and GEL Properties, LLC dated August 12, 2014. Filed Herewith.
4.29	Replacement Convertible Promissory Note issued to Union Capital, LLC dated August 12, 2014. Filed Herewith.
4.30	Replacement Convertible Promissory Note issued to GEL Properties LLC dated August 12, 2014. Filed Herewith.
10.1	Credit Agreement between Hangover Joe’s Holding Corporation and Hangover Joe’s Inc, collectively as borrowers and TCA Global Credit Master Fund LP, as Lender effective January 10, 2013. Incorporated by reference from Form 10-K for the year ended December 31, 2012 and filed on April 15, 2013.
10.2	First Amendment to Credit Agreement between Hangover Joe’s Holding Corporation and Hangover Joe’s Inc, collectively as borrowers and TCA Global Credit Master Fund LP, as Lender dated February , 2013. Incorporated by reference from Form 10-K for the year ended December 31, 2012 and filed on April 15, 2013
10.3	Promissory note with JMJ Financial dated June 18, 2013, Incorporated by reference from Form 10-Q for the quarter ended June 30, 2013 and filed on August 19, 2013.
10.4	License Agreement between the Company and Warner Brothers Japan dated December 16, 2013. Incorporated by reference from Form 10-Q for the quarter ended September 30, 2013 and filed on December 19, 2013.
10.5	Employment agreement between company and Michael Jaynes, Chairman. Incorporated by reference from Form 8-K filed on January 21, 2014.
10.6	Employment agreement between company and Matthew Veal, CFO and CEO. Incorporated by reference from Form 10-Q for the quarter ended September 30, 2013 and filed on December 19, 2013.
10.7	Employment agreement between company and Shawn Adamson, Chief Sales and Marketing Officer. Incorporated by reference from Form 10-Q for the quarter ended September 30, 2013 and filed on December 19, 2013.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Matthew A. Veal, Chief Executive and Financial Officer). Filed herewith.
32.1	Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Matthew A. Veal, Chief Executive and Financial Officer). Filed herewith.
101.INS	XBRL Instance Document. Filed herewith.
101.SCH	XBRL Schema Document. Filed herewith.
101.CAL	XBRL Calculation Linkbase Document. Filed herewith.
101.DEF	XBRL Definition Linkbase Document. Filed herewith.
101.LAB	XBRL Labels Linkbase Document. Filed herewith.
101.PRE	XBRL Presentation Linkbase Document. Filed herewith.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	HANGOVER JOE’S HOLDING CORPORATION
	HANGOVER JOE'S HOLDING CORPORATION
Date: December 19, 2013	By:	/s/ Matthew Veal
Date: August 19, 2014	By:	/s/ Matthew Veal
		Interim Chief Executive Officer
		Chief Executive Officer (Principal Executive, Financial and Accounting Officer)
Date: December 19, 2013	By:	/s/ Matthew Veal
		Chief Financial Officer

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