UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~February 220, ~~2014~~2015

HANGOVER JOE'S HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Colorado	000-525-33	20-8097439
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

~~9457~~Nine S.Music ~~University~~Square ~~#349~~South

~~Highlands Ranch~~Nashville, ~~Colorado 80126~~TN 37023

(Address of principal executive offices)

303-872-5939

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01	Entry Into A Material Definitive Agreement
Item 2.03	Creation of a Direct Financial Obligation
Item 3.02	Unregistered Sales of Equity Securities

Item 4.01 Change in Registrants Certifying Accountant

~~KBM~~Previous ~~Worldwide,~~independent ~~Inc.~~registered public accounting firm

On ~~September~~February 220, ~~2014~~2015 (the "Dismissal Date"), Hangover Joe's Holding Corporation (the "Company") ~~entered into a~~advised ~~Securities~~GHP ~~Purchase Agreement with KBM Worldwide~~Horwath, ~~Inc~~P.C. (the "~~KBM~~Former Auditor"), ~~for~~that it was dismissed as the ~~sale~~Company's ofindependent anregistered 8%public ~~convertible~~accounting ~~note~~firm. The indecision to dismiss the ~~principal~~Former ~~amount~~Auditor ofas ~~$32,500~~the (Company's independent registered public accounting firm was approved by the ~~"KBM~~Company's ~~Note")~~Board of Directors on February 19, 2015. The ~~financing~~report ~~closed~~of the Former Auditor on ~~September~~the 8Company's financial statements for the years ended December 31, ~~2014~~2013 and 2012 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports included an explanatory paragraph relating to the Company's ability to continue as a going concern.

~~The KBM~~During ~~Note bears interest at~~ the ~~rate~~years ofended 8%December ~~per annum. All~~31, ~~interest~~2013 and ~~principal~~2012 ~~must~~and bethrough ~~repaid on June 4, 2015. The KBM Note is convertible into common stock, at KBM's option, at a 45% discount to~~ the ~~average~~ ofDismissal ~~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~~Date, the Company ishas ~~required~~not tohad ~~pay off all principal, interest and~~ any ~~other~~disagreements ~~amounts~~with ~~owing multiplied by (i) 115% if prepaid during~~ the ~~period~~Former ~~commencing~~Auditor on ~~the~~any ~~closing~~matter ~~date~~of ~~through~~accounting 30principles ~~days~~or ~~thereafter~~practices, ~~(ii)~~financial ~~120%~~statement ifdisclosure ~~prepaid~~or 31auditing ~~days~~scope ~~following~~or ~~the~~procedure, ~~closing~~which ~~through~~disagreements, ~~60 days following the closing and (iii) 125%~~ if ~~prepaid~~not 61resolved ~~days~~to ~~following~~ the ~~closing~~Former ~~through~~Auditor's 90satisfaction, ~~days~~would ~~following~~have ~~the~~caused ~~closing~~them ~~and~~to ~~(iv)~~make ~~130%~~reference ifthereto ~~prepaid~~in 91their ~~days~~reports ~~following~~on 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's ~~has~~financial nostatements ~~right~~for ofsuch ~~prepayment~~years.

~~KBM has~~During ~~agreed~~the toyears ~~restrict~~ended ~~its~~December ~~ability~~31, to2013 ~~convert~~and ~~the~~2012 ~~KBM Note~~ and ~~receive~~through ~~shares of common stock such that~~ the ~~number~~Dismissal ofDate, ~~shares~~there ofwere ~~common stock~~no ~~held~~reportable byevents, ~~them~~as defined in ~~the~~Item ~~aggregate and~~304(a)(1)(v) ~~their affiliates~~of ~~after such~~Regulation ~~conversion or exercise does not exceed 4~~S-K.~~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 attorneys fees.~~

~~Tangiers~~The ~~Investment~~Company ~~Group,~~has ~~LLC~~requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of this letter is attached hereto to this amendment to the Form 8-K as Exhibit 16.1.

OnNew ~~September~~independent 3,registered ~~2014,~~public ~~the~~accounting Company entered into a Note Purchase Agreement with Tangiers Investment Group, LLC ("Tangiers"), for the sale of an 10% convertible promissory note in the principal amount of $40,000 (the "Note"). $2,000 (the "Fee") of the financing amount was retained by Tangiers through an original issue discount for due diligence and legal bills related to the transaction. The financing closed on September 14, 2014.firm

~~The Note bears interest at~~On ~~the~~February ~~rate of 10% per annum. All interest and principal must be repaid on September 3~~18, 2015~~. The~~ ~~Note~~(the is"Engagement ~~convertible into common stock~~Date"), atthe ~~Tangiers's~~Company ~~option~~engaged ~~and~~Terry ~~will~~L. beJohnson, ~~equal~~CPA to("New ~~60%~~Auditor") ofas ~~the~~its ~~lowest~~independent 15registered ~~daily~~public ~~VWAPs~~accounting ~~(Volume~~firm ~~Weighted~~for ~~Average Price) of~~ the Company's ~~common~~fiscal ~~stock~~year ~~prior~~ended toDecember ~~the~~31, ~~date~~2014 onand ~~which~~2013. The ~~Tangiers~~decision ~~elects~~ to ~~convert~~engage ~~all~~the orNew ~~part~~Auditor ofas the ~~Note. If~~Company's ~~the~~independent ~~Company~~registered ispublic ~~placed~~accounting onfirm ~~"chilled"~~was ~~status~~approved ~~with~~by the ~~Depository Trust~~ Company,'s ~~the~~Board ~~discount~~of ~~will be increased by 10% until such chill is remedied~~Directors. ~~The Note may not be prepaid in whole or in part by the Company.~~

~~Tangiers has~~During ~~agreed~~the totwo ~~restrict~~most ~~its~~recent ~~ability~~fiscal toyears ~~convert the Note~~ and ~~receive~~through ~~shares of common stock such that~~ the ~~number~~Engagement ofDate, ~~shares of common stock held by them in~~ the ~~aggregate and~~ ~~their affiliates~~Company ~~after~~has ~~such conversion or exercise does~~ not ~~exceed~~consulted ~~9.99%~~with of the ~~then~~New ~~issued~~Auditor ~~and~~regarding ~~outstanding shares of common stock of the Company. The total net proceeds the Company received from this Offering was $40,000, less the Fee.~~ either:

As1. application of ~~the~~accounting ~~date~~principles ~~hereof~~to any specified transaction, ~~the~~either ~~Company~~completed isor ~~obligated~~proposed, onor the ~~above~~type ~~notes~~of inaudit ~~connection~~opinion ~~with~~that might be rendered on the ~~offerings.~~Company's ~~The~~financial ~~notes~~statements, ~~are~~and ~~debt~~neither ~~obligations~~a ~~arising~~written ~~other~~report ~~than~~was inprovided to the ~~ordinary~~Company ~~course~~nor oforal ~~business,~~advice ~~which~~was ~~constitute~~provided ~~direct~~that ~~financial~~the ~~obligations~~New ofAuditor concluded was an important factor considered by the Company. in reaching a decision as to the accounting, auditing or financial reporting issue; or

~~The Company claims~~2. any ~~an exemption from~~matter ~~the registration requirements of~~that ~~the~~was ~~Securities Act~~either ~~of 1933, as amended (~~the ~~"Act")~~subject ~~for~~of ~~the~~a ~~private placement of~~disagreement ~~these securities pursuant to Section 4~~(2)as ofdefined ~~the~~in ~~Act and/or~~ Regulation D ~~promulgated there under since~~S-K, ~~among~~ ~~other things, the~~Item ~~above transactions did~~304(a)(1)(iv) ~~not involve public offerings. The above investors are accredited investors, had access to information about the Company~~ and ~~their investments, took~~ the ~~securities for~~ ~~investment~~related ~~and~~instructions) ~~not~~or ~~resale,~~reportable ~~and~~event ~~the~~(as ~~Company~~defined ~~took~~in ~~appropriate~~Regulation ~~measures~~S-K, toItem ~~restrict the transfer of the securities~~304(a)(1)(v)).

~~The~~Item 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 Current Report on Form 8-K9. ~~Readers~~01 ~~should~~Financial ~~review~~Statements ~~those agreements for a complete understanding of the terms~~ and ~~conditions associated with this transaction~~Exhibits.

~~Item~~(a) Financial ~~7.01~~statements ~~Regulation~~of FDbusinesses ~~Disclosure~~acquired.

OnNot September 23, 2014, the Company released information relating to the company's operations. The Company stated that it is encouraged about its future in the energy drink industry despite the current volatility of its publicly traded stock. applicable

~~The~~(b) Pro ~~information~~forma ~~contained~~financial ~~in Item 7~~information.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.

~~Item~~Not ~~9.01 Financial Statements and Exhibits~~applicable

(dc) Shell ~~Exhibits~~company transactions.

Exhibit Number	Description
4.1	Securities Purchase Agreement by and among the Company and the KBM Worldwide, Inc., dated September 2, 2014
4.2	Convertible Promissory Note issued to KBM Worldwide, Inc. dated September 2, 2014
4.3	Note Purchase Agreement by and among the Company and the Tangiers Investment Group, LLC, dated September 3, 2014
4.4	Convertible Debenture issued to Tangiers Investment Group, LLC dated September 3, 2014
99.1	Release dated September 23, 2014

Not applicable

(d) Exhibits

Exhibit No.	Description of Exhibit
16.1	Letter from GHP Horwath, P.C.

SIGNATURES

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

	HANGOVER JOE'S HOLDING CORPORATION
Date: September 29, 2014	By:	/s/ Matthew Veal
Date: February 23, 2015	By:	/s/ Matthew Veal
		Matthew Veal Interim CEO and Chief Financial Officer

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