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): ~~May 27~~June 12, 2015

POWERSTORM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-184363		45-3733512
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

31244 Palos Verdes Dr. W, Ste 245 Rancho Palos Verdes, CA 90275-5370 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: 1-424-327-2991

N/A

(Former name or former address, if changed since last report)

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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure.~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

~~Senior~~Appointment ~~management and certain members~~ of ~~the Board of~~ Directors of Powerstorm Holdings, Inc. (the “Company”) have begun using the materials included in Exhibits 99.1, 99.2 and 9.3 to this report (the “Investor Presentations”) in connection with presentations to existing shareholders and potential investors of the Company. The Company gave investor presentations at the 2015 Marcum Microcap Conference and the SeeThruEquity 4th Annual Microcap Investor Conference on May 27, 2015 and May 28, 2015, respectively, and used the Investor Presentations. The Investor Presentations are incorporated into this Item 7.01 by reference.

~~The information disclosed under this Item~~ ~~7.01,~~On ~~including~~June ~~Exhibits 99.1~~24, ~~99.2 and 99.3 hereto~~2015, ~~are~~Powerstorm ~~being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~Holding, asInc.’s ~~amended~~ (the “~~Exchange Act~~Company”)~~, or~~ ~~otherwise~~Board ~~subject to the liabilities~~ of ~~that~~Directors ~~section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended~~ (the “~~Securities Act~~Board”) or approved the ~~Exchange~~appointment ~~Act, regardless~~ of ~~the~~Mr. ~~general~~Michael ~~incorporation~~Porter ~~language contained in such filing, except~~ as ~~shall be~~a ~~expressly~~new ~~set~~Director ~~forth~~to byserve ~~specific~~on ~~reference~~the ~~to this filing~~Board.

~~The~~Mr. ~~Investor~~Porter ~~Presentations~~is ~~contain “forward-looking~~72 ~~statements”~~years ~~within~~old. ~~the~~He ~~meaning~~earned ofhis Bachelor’s ~~the~~Degree ~~Section~~from ~~27A~~Rider ofUniversity. ~~the~~Currently ~~Securities~~he ~~Act~~sits ~~and~~on ~~Section~~the ~~21E~~President’s ofCouncil for the ~~Exchange Act~~University. ~~Forward-looking~~He also ~~statements~~completed ~~discuss~~Harvard ~~matters~~University ~~that~~Business ~~are~~School’s ~~not~~Owners/Presidents ~~historical~~Management ~~facts.~~program ~~Because~~in ~~they~~2002. Mr. ~~discuss~~Porter ~~future~~has ~~events or conditions,~~owned ~~forward-looking~~the ~~statements~~investor ~~may~~relations ~~include~~firm ~~words such as “anticipate~~Porter,” ~~“believe,”~~LeVay ~~“estimate,”~~& ~~“intend,” “could,”~~Rose ~~“should,”~~for ~~“would,”~~45 ~~“may,”~~years. ~~“seek,”~~The ~~“plan,”~~company ~~“might,” “will,”~~specializes ~~“expect,”~~in ~~“predict,”~~small ~~“project,”~~to ~~“forecast,”~~mid-cap ~~“potential~~stocks,~~” “continue”~~ ~~negatives thereof or similar expressions~~including micro-cap. ~~These~~He ~~forward-looking~~has ~~statements~~extensive ~~are~~experience ~~found~~overseeing ~~at various places throughout~~ the ~~Investor~~activities ~~Presentations~~of ~~and~~a ~~include~~company, ~~information~~as ~~concerning~~he ~~possible~~has orsat ~~assumed~~on ~~future~~three ~~results~~boards ofprior ~~our~~to ~~operations;~~joining ~~business strategies;~~Powerstorm. ~~future~~Having ~~cash~~worked ~~flows;~~with ~~financing~~many ~~plans;~~companies ~~plans~~overseeing ~~and~~many ~~objectives~~disciplines, ofMr. ~~management;~~Porter ~~any~~is ~~other~~well ~~statements~~known ~~regarding~~and ~~future~~well ~~operations,~~respected ~~future cash~~within ~~needs,~~the ~~business plans and future financial results~~industry, and ~~any~~also ~~other~~possesses ~~statements~~a ~~that~~valuable ~~are~~familiarity ~~not~~with ~~historical~~the ~~facts~~Sarbanes-Oxley Act.

~~Any~~Additionally, orsince ~~all~~Mr. ofPorter ~~the~~is ~~forward-looking~~not ~~statements~~an ~~included~~employee inof the ~~Investor~~Company, ~~Presentations~~the ~~and~~Company ~~in any other reports or public statements made by us are not guarantees of future performance~~ and ~~may turn out to be inaccurate~~Mr. ~~These~~Porter ~~forward-looking~~entered ~~statements~~into ~~represent~~a ~~our~~Director ~~intentions~~Agreement, ~~plans,~~dated ~~expectations,~~as ~~assumptions and~~of ~~beliefs~~June ~~about~~24, ~~future events and are subject to risks~~2015, ~~uncertainties~~which ~~and~~sets ~~other factors. Many of those factors are~~forth ~~outside of our control and could cause actual results to differ materially from~~ the ~~results~~terms ~~expressed~~of orMr. ~~implied~~Porter’s byappointment ~~those~~as ~~forward-looking statements.~~a InDirector ~~light~~ of ~~these risks, uncertainties and assumptions,~~ the ~~events~~Company ~~described in~~ (the ~~forward-looking~~“Porter ~~statements~~Director ~~might not occur or might occur to a different extent or at a different time than we have described~~Agreement”). ~~You~~The ~~are cautioned not to place undue~~Porter ~~reliance~~Director onAgreement ~~these~~provides ~~forward-looking statements~~that, ~~which~~unless ~~speak~~terminated ~~only~~earlier aspursuant ofto the ~~date~~Porter ofDirector ~~the~~Agreement, ~~Investor Presentations~~Mr. ~~All~~Porter ~~subsequent~~will ~~written~~serve as ~~and~~a ~~oral~~Director ~~forward-looking~~commencing ~~statements~~on ~~concerning~~June ~~other~~24, ~~matters~~2015 ~~addressed~~and interminating ~~the~~one ~~Investor~~year ~~Presentations~~later ~~and~~subject ~~attributable~~ to usa ~~or any~~one ~~person~~year ~~acting~~renewal onterm ~~our~~upon ~~behalf~~re-election ~~are expressly qualified in their entirety~~ by ~~the cautionary statements contained or referred to~~a inmajority of the ~~Investor Presentations~~shareholders. ~~Except~~The toPorter ~~the~~Director ~~extent~~Agreement ~~required~~further byprovides ~~law~~that, weas ~~undertake~~sole noconsideration ~~obligation~~for toMr. ~~update or revise any forward-looking~~Porter’s ~~statements~~directorship, ~~whether~~Mr. asPorter awill ~~result~~receive ~~of new information~~50,000 ~~future~~shares ~~events,~~of acommon ~~change~~stock inof ~~events,~~the ~~conditions,~~Company ~~circumstances~~and orexpense ~~assumptions underlying such statements, or otherwise~~reimbursement.

~~Item~~Mr. 9Porter is also subject to certain confidentiality and non-solicitation provisions as set forth in the Porter Director Agreement.01 ~~Financial~~Lastly, ~~Statements~~under the Porter Director Agreement, the Company agreed to cover Mr. Porter’s directors’ and ~~Exhibits~~officers’ liability insurance and indemnify Mr. Porter for certain losses caused by, or relating to Mr. Porter’s performance of his duties as a Director of the Company.

~~(d)~~Item ~~Exhibits~~1.01 Entry into a Material Definitive Agreements.

Exhibit Number		Description
99.1		Powerstorm- Investor Presentation- Executive Summary
99.2		Powerstorm- Investor Presentation- Overview
99.3		Powerstorm- Investor Presentation

The Equity Group- Consulting Contract

~~SIGNATURES~~The Company and The Equity Group Inc. (the “Equity Group”) entered into a consulting contract dated as of June 25, 2015 pursuant to which the Company engaged the Equity Group for investor relations services (the “Consulting Contract”). Under the Consulting Contract, the Company will pay the Equity Group a monthly fee of $7,500. Prior to the Company completing a financing, this fee will be paid as follows: (1) $3,750 will be paid at the beginning of each month and (2) $3,750 will be accrued and become payable upon completion of the financing. The Company will also issue the Equity Group $25,000 in connection with, and on the same terms as, the next financing closed by the Company. The Equity Group will also be reimbursed by the Company for any all reasonable and necessary out of pocket expenses, subject to approval by the Company of expenses in excess of $500.

~~Pursuant~~The toConsulting ~~the~~Contract term commenced ~~requirements~~on ofJune ~~the~~29, ~~Securities~~2015. ~~Exchange~~After ~~Act~~the offirst ~~1934~~90-day period, ~~the~~either ~~registrant~~party ~~has~~may ~~duly~~terminate ~~caused~~the ~~this~~Consulting ~~report~~Contract toupon be30 ~~signed~~days’ onnotice. The ~~its~~Consulting ~~behalf~~Contract byincludes ~~the undersigned~~indemnity ~~hereunto~~provisions ~~duly~~for ~~authorized~~both parties.

	POWERSTORM HOLDINGS, INC.
Date: June 8, 2015	By:	/s/Michel Freni
		Michel Freni
		Chief Executive Officer

Carebourn Capital, L.P.- Financing

On June 16, 2015, the Company closed a financing transaction pursuant to a Securities Purchase Agreement, dated June 12, 2015 (“Securities Purchase Agreement”) and Convertible Promissory Note, dated June 12, 2015 (the “Note”), each entered into by the Company and Carebourn Capital, L.P. (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the aggregate principal amount of the 10% convertible note is $87,000 and, as described below, the purchase price of the Note is $80,000.

The Securities Purchase Agreement provides that the Company will use the proceeds from the sale of the Note for working capital and other general corporate purposes and that the Company will reimburse Purchaser $3,000 for expenses Purchaser incurred in connection with the Securities Purchase Agreement and Note.

The terms of the Note are as follows:

The Note, dated June 12, 2015 (the “Issue Date”), earns interest at an annual rate equal to 10% and provides for a maturity date of February 16, 2016. Any amount of principal or interest not paid when due will bear interest at an annual rate of 22% applied from the due date until the date of payment. The Note carries an original issue discount of $4,000. As described above, the Company agrees to pay the Purchaser $3,000 to cover certain fees incurred in connection with the Securities Purchase Agreement and Note. The original issue discount and the amount for fees are included the initial principal amount of the Note. As a result, the purchase price of the Note is $80,000, which is an aggregate $87,000 in initial principal balance, less the $4,000 original issue discount and $3,000 in fees.

The conversion price is equal to 57% multiplied by the average of the lowest three trading prices for the Company’s common stock during the 10-day period ending on the latest complete trading day prior to the date of conversion (represents a 43% discount). The convertibility of the Note may be limited if, upon conversion, the Purchaser or any of its affiliates would beneficially own more than 4.99% of the Company’s common stock. While the Purchaser’s conversion rights exist, the Company will reserve a sufficient number of shares from its authorized and unissued shares of common stock to provide for the issuance of common stock upon the full conversion of the Note.

The Company may prepay the Note in full by paying off all principal, interest and any other amounts owing multiplied by (i) 125% if prepaid during the period commencing on the Issue Date through 30 days thereafter, (ii) 130% if prepaid between 31 days and 60 days following the Issue Date, (iii) 135% if prepaid between 61 days and 90 days following the Issue Date, (iv) 140% if prepaid between 91 days and 120 days following the Issue Date, (v) 140% if prepaid between 121 days and 150 days following the Issue Date, and (vi) 140% if prepaid between 151 days and 180 days following the Closing Date. After the expiration of 180 days following the Issue Date, the Company has no right of prepayment.

The Purchaser represented that it is an “accredited investor” as that term is defined in Rule 501 of Regulation D.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

The securities underlying the Note are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D as promulgated under the Securities Act.

The foregoing securities under Securities Purchase Agreement were offered and sold without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.

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.

	POWERSTORM HOLDINGS, INC.

Date: July 2, 2015	By:	/s/ Michel Freni
		Michel Freni
		Chief Executive Officer

Filing Compare · Powerstorm Holdings, Inc.