UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended June 30, ~~2013~~2014

o Transition Report Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934

COMMISSION FILE NUMBER: 000-54300

~~(Exact~~RELIABRAND ~~Name of Small Business Issuer as Specified in its Charter)~~INC.

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada

(State of Incorporation)

75-3260541

(IRS Employer ID Number)

720 Evans Court, Suite 103, Kelowna, BC Canada V1X 6G4

(Address of principal executive offices)

(778) 478-9997

(Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

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

Indicate by check mark if disclosure of delinquent filers in pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

State the issuer's revenues for its most recent fiscal year. $~~114~~308,~~946~~991

State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and ask prices of such stock as of a specified date within 60 days $51,~~737~~590,~~537~~228. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Outstanding Shares		Class as of September 15, 2014
Common Stock, Par Value $0.0001 per share		98,471,371

Outstanding Shares		Class as of September 15, 2013
Common Stock, Par Value $0.0001 per share		86,872,871

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part III, Item 13.

RELIABRAND INC.

TABLE OF CONTENTS

PART I		Page
Item 1.	Description of Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	9
Item 2.	Description of Properties	9
Item 3.	Legal Proceedings	109
Item 4.	Mine Safety Disclosures	10
PART II
Item 5.	Market for Common Equity and Related Stockholders Matters	10
Item 6.	Selected Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1211
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1514
Item 8.	Financial Statements and Supplementary Data	1615
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1716
Item 9A.	Controls and Procedures	1716
Item 9B.	Other Information	1716
PART III
Item 10.	Directors, Executive Officers, Promoters and Control persons; Compliance with Section 16(a) of the Exchange Act	17
Item 11.	Executive Compensation	1918
Item 12.	Security Ownership of Certain Beneficial Owners and Management	20
Item 13.	Certain Relationships and Related Transactions	21
Item 14.	Principal Accountant Fees and Services	22
PART IV
Item 15.	Exhibits, Financial Statement Schedules	22
Signatures		23

Cautionary Statement

This report on Form 10-K and the documents or information incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, among others, the following:

our growth strategies;

anticipated trends in our business;

our ability to make or integrate acquisitions;

our liquidity and ability to finance our products,

acquisition and development strategies;

market conditions in the implant industry;

the impact of government regulation;

We identify forward-looking statements by use of terms such as "may," "will," "expect," "anticipate," "estimate," "hope," "plan," "believe," "predict," "envision," "intend," "will," "continue," "potential," "should," "confident," "could" and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements. You should consider carefully the statements under the "Risk Factors" section of this report and other sections of this report which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.

Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

PART I

ITEM 1 - DESCRIPTION OF BUSINESS OVERVIEW

Our Corporate Organization

The Company was incorporated in the State of Nevada, United States of America on February 22, 2007 as Startale Group, Inc. and its fiscal year end is June 30.

~~The~~Our ~~Company’s~~ name was changed to Alco Energy Inc. effective May 21, 2008 and on June 4, 2009, ~~the~~our ~~Company’s~~ name was changed to A & J Venture Capital Group, Inc. On February 4, 2011, ~~the~~we ~~Company~~ changed ~~its~~our name to Reliabrand Inc.

~~The~~Our ~~Company’s~~ principal offices are located at 720 Evans Court, Suite 103, Kelowna, BC Canada V1X 6G4. ~~The~~Our ~~Company’s~~ telephone number is (778) 478-9997.

Our Business

On January 20, 2011, Reliabrand Inc. fka A & J Venture Capital Group, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“0875505 BC”), a British Columbia, ~~Canadian~~Canada company. This transaction closed on April 26, 2011.

The Company acquired multiple patents and trademarks previously owned by Adiri, Inc. (“Adiri”) and ultimately acquired by 0875505 BC. These patents and trademarks relate to a baby bottle and related components that 0875505 BC expended approximately $1,500,000 in acquiring and further development. The Company issued 35,000,000 shares of its common stock, par value $.0001, to 0875505 BC for these assets.

ITEM 1 - DESCRIPTION OF BUSINESS OVERVIEW - continued

Our Business - continued

The Company acquired from 0875505 BC all right, title, interest, applications and registrations of all the trademarks and patents of Adiri acquired by 0875505 BC in the following jurisdictions: Australia, Brazil, Canada, Chile, China, Columbia, the European Union, Hong Kong, Israel, Japan, Mexico, New Zealand, Russia, South Africa, South Korea, Switzerland, Taiwan, and the United States. There are four U.S. patents, one European Patent (EP) patent application (valid until 2019), and one Canadian patent covering Adiri’s unique breast shaped nipple. There are additional U.S. utility & design patent applications pending as well as a Patent Cooperation Treaty (PCT) application filed along with numerous International Registered Trademarks.

With the acquisition of these assets including the patents and trademarks, the Company has developed and has begun manufacturing a newer version of the Adiri baby bottles and related components such as sippy cups. The Company intends to aggressively promote and market the bottles and hopes to secure widespread retail distribution outlets for the bottles. To achieve that goal, the Company has begun negotiation with large retail chains to supply the Adiri bottles for sale to retail customers. The Company manufactures the baby bottles and accessories in China.

Presently, the Company is selling the baby bottles through its online website and has begun limited retail distribution as well. The Company is presently in discussion with distributors of baby bottles and related products in over 20 countries worldwide. The Company has entered into agreements with Walmart of Canada to sell the Company’s products in the 338 Walmart stores in Canada. The Company is also in the process of entering into additional agreements with distributors and retailers to sell its products domestically and internationally. The Company also sells its products through its website, www.reliabrand.com.

Overall, during the next 12 months, we cannot predict accurately the amount of capital that we will need to accomplish our plan of operations. The capital needed will vary depending on the projects that we seek. If during the next 12 months, we are unsuccessful in effectuating our plan of operations as described above, we expect to incur total ~~cash~~ expenditures of at least $1,000,000. In this regard and during such period, we anticipate spending $100,000 on professional fees attributable to fulfilling our reporting obligations under the federal securities laws and $50,000 on general administrative costs and expenditures associated with complying with reporting obligations. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. We believe that debt financing will not be an alternative for funding the marketing plan. We do not have any agreements or arrangements in place for any future equity financing event. If we are required to raise additional funds, substantial dilution may result to existing shareholders.

Competitive Business Conditions, Competitive Position in the Industry and Methods of Competition

The Company will compete with much larger companies in the baby bottle and related baby products that have significantly longer operating histories and are much better capitalized as well as having well-known names that consumers ~~recognize~~know. The Company’s competitive position within the industry is negligible in light of ~~the~~that fact. Older, well-established baby bottle companies with records of success currently attract customers. The Company expects to compete with these companies based on the unique design of the Company’s baby bottles and components. Mr. Markus, the Company’s sole officer and director, presently devotes his full time to its operations.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

At present, the Company has the patents and trademarks it acquired from 0875505 BC Ltd. in April, 2011 as described above. The Company has filed additional patent and trademark applications and anticipates making additional filings in the future as the Company begins tomanufacturing ~~grow~~products.

The Company’s web site, www.reliabrand.com, is copyrighted under United States law and is a registered domain name owned directly by the Company.

ITEM 1 - DESCRIPTION OF BUSINESS OVERVIEW - continued

Research and Development

The Company currently intends to continue producing the Adiri baby bottle and components. As the Company generates anticipated revenues from the future sales of baby products, the Company may begin research and development into other baby products. At the present time, the Company does not have any research and development (“R & D”) personnel and it may not ever reach the level of operations and revenues which would be required to sustain such an R & D department. If an R & D department is established, there can be no assurances that the R & D would be successful in developing or patenting any new products or enhancements on existing patents or that any such potential patents would generate any significant revenue, if any, to the Company.

The Company has not expended any material amount in research and development activities during the last two fiscal years but anticipate that we will be spending more money on research and development in the future. We have developed, created and paid for molds for the Adiri transitional cap, H2Glo cap, MD+ Nurser and have hired a design engineer to design the 3.0 version of our baby bottle.

Number of Total Employees and Number of Full-Time Employees

The Company presently utilizes the services of consultants and has no full-time employees. The services of Antal Markus, our CEO, are provided pursuant to a consulting agreement with his company, Marant Holdings, Inc. The services of several related party individuals are also provided pursuant to consulting agreements with the individuals. The Company utilizes the services of outside consultants as needed. The Company does not anticipate adding any employees at the present time.

ITEM 1A. - RISK FACTORS

In addition to the other information included in this Form 10-K, the following risk factors should be considered in evaluating the Company’s business and future prospects. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the Company and its business. You should also read the other information included in this Form 10-K, including the financial statements and related notes.

We lack an operating history and have losses which we expect to continue into the future.

There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail. We were incorporated on February 28, 2007 and we have realized minimal revenues to date. We have very little operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception on February 28, 2007 to June 30, ~~2013~~2014 is $34,~~377~~484,~~557~~553. Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and are just beginning to generate revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

If we do not obtain additional financing, our business may fail.

Our business plan calls for ongoing expenses in connection with the marketing and sales of our baby products. We have not generated any significant revenue from operations to date. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the funds necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds presently available to us is through the sale of additional shares of common stock.

We have few customers and we cannot guarantee we will ever have any significant amount of customers. Even if we obtain customers, there is no assurance that we will make a profit.

We have few customers since we have only begun to have a retail presence in stores in Canada within the past fiscal year. We have not established ourselves sufficiently in the retail market and online to have many repeat customers and we cannot guarantee we ever will have any. If we are unable to attract enough customers once we commence sales of our baby bottles, we will have to suspend or cease operations.

ITEM 1A. - RISK FACTORS - continued

Because we are small and do not have much capital, we must limit marketing our services to potential customers and distributors. As a result, we may not be able to attract enough customers to operate profitably. If we do not make a profit, we may have to suspend or cease operations.

Because we are small and do not have much capital, we must limit marketing our website and personal contacts to potential customers. The promotion of our products via our website is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to buy our products to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

Because our management does not have prior experience in the marketing and sale of products via the Internet, we may have to hire individuals or suspend or cease operations.

Because our management does not have prior experience in retail sales via the Internet, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely.

Any change to government regulation/administrative practices may have a negative impact on the ability to operate and reach profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. If the government were to regulate the manufacture of our products or if the materials we use to manufacture our products were deemed unsafe by regulators, it would have a detrimental effect on our business. We are unaware of any proposed regulations that would potentially affect our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate profitably.

Because our auditors have expressed substantial doubt about our ability to continue as a going concern, we may find it difficult to obtain additional financing.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 2 to the financial statements, we were recently incorporated, and we do not have a history of earnings, and as a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Risks Related to Our Stock

The OTC ~~Bulletin~~Market ~~Board~~ is a quotation system, not an issuer listing service, market or exchange. Therefore, buying and selling stock on the ~~OTC~~OTCMarket ~~Bulletin Board~~ is not as efficient as buying and selling stock through an exchange. As a result, it may be difficult for you to sell your common stock or you may not be able to sell your common stock for an optimum trading price.

The OTC ~~Bulletin~~Market ~~Board~~ is a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in over-the-counter securities. Because trades and quotations on the OTC ~~Bulletin~~Market ~~Board~~ involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.

When fewer shares of a security are being traded on the OTC ~~Bulletin Board~~Market, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual’s orders being executed, and current prices may differ significantly from the price one was quoted by the OTC ~~Bulletin~~Market ~~Board~~ at the time of the order entry.

Orders for OTC ~~Bulletin~~Market ~~Board~~ securities may be cancelled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC ~~Bulletin Board~~Market. Due to the manual order processing involved in handling OTC ~~Bulletin~~Market ~~Board~~ trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, one may not able to sell shares of common stock at the optimum trading prices.

ITEM 1A. - RISK FACTORS - continued

~~Risks~~The ~~Related~~dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to ~~Our~~the ~~Stock~~seller -of ~~continued~~securities on the OTC Market if the common stock or other security must be sold immediately. Further, purchasers of securities may incur an immediate “paper” loss due to the price spread. Moreover, dealers trading on the OTC Market may not have a bid price for securities bought and sold through the OTC Market. Due to the foregoing, demand for securities that are traded through the OTC Market may be decreased or eliminated.

The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the OTC Bulletin Board if the common stock or other security must be sold immediately. Further, purchasers of securities may incur an immediate “paper” loss due to the price spread. Moreover, dealers trading on the OTC Bulletin Board may not have a bid price for securities bought and sold through the OTC Bulletin Board. Due to the foregoing, demand for securities that are traded through the OTC Bulletin Board may be decreased or eliminated.

We are subject to the penny stock rules and these rules may adversely affect trading in our common stock.

Our common stock is a “low-priced” security under rules promulgated under the Securities Exchange Act of 1934. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions decreases the willingness of broker-dealers to make a market in our common stock, decreases liquidity of our common stock and increases transaction costs for sales and purchases of our common stock as compared to other securities.

Our stock price may be volatile, which may result in losses to our stockholders.

Historically, the market prices of companies quoted on the Over-The-Counter ~~Bulletin~~market ~~Board~~ generally have been very volatile and have experienced sharp share price and trading volume changes.

The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many of the following factors, some of which are beyond our control:

variations in our operating results;

announcements of technological innovations, new services or product lines by us or our competitors;

changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

changes in operating and stock price performance of other companies in our industry;

additions or departures of key personnel; and

future sales of our common stock.

In general, domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock. In particular, the market prices for stocks of companies in volatile markets often reach levels that bear no established relationship to the operating performance of these companies. These market prices are generally not sustainable and could vary widely. In certain instances, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated.

We will incur increased costs and compliance risks as a result of being a public company.

As a public company, we will incur significant legal, accounting and other expenses. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the Financial Industry Regulatory Authority (“FINRA”). We expect these rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

8We also expect these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance if we chose to do so in the future. Thus, we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

ITEM 1A. - RISK FACTORS - continued

Risks Related to Our Stock – continued

We also expect these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance if we choose to do so in the future. Thus, we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

If we fail to maintain the adequacy of our internal controls, our ability to provide accurate financial statements and comply with the requirements of the Sarbanes-Oxley Act of 2002 could be impaired, which could cause our stock price to decrease substantially.

ITEM 1A. - RISK FACTORS - continued

We have committed limited personnel and resources to the development of the external reporting and compliance obligations that would be required of a public company. We have taken measures to evaluate how we can address and improve our financial reporting and compliance capabilities and we are in the process of instituting changes to satisfy our obligations in connection with joining a public company, when and as such requirements become applicable to us. Prior to taking these measures, we did not believe we had the resources and capabilities to do so. We plan to obtain additional financial and accounting resources to support and enhance our ability to meet the requirements of being a public company. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and documentation thereof. If our financial and managerial controls, reporting systems or procedures fail, we may not be able to provide accurate financial statements on a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our internal controls or our ability to provide accurate financial statements could cause the trading price of our common stock to decrease substantially.

U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the company and its sole non-U.S. resident officer and director.

Our director and sole officer, Antal Markus, is not a resident of the United States. Consequently, it may be difficult for investors to effect service of process on Mr. Markus in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Markus based on the civil liability provisions of the United States securities laws. Since substantially all of our tangible assets are located in Canada, it may be difficult or impossible for U.S. investors to collect a judgment against us. Further, any judgment obtained in the United States against us may not be enforceable in Canada.

We do not expect to pay dividends in the foreseeable future.

We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

We have the right to issue additional common stock without the consent of shareholders. This would have the effect of diluting your ownership in the company and could decrease the value of your stock.

There are additional authorized but unissued shares of our common stock that may be later issued by our management for any purpose without the consent or vote of the stockholders that would dilute a stockholder’s percentage ownership of the company. Our articles of incorporation authorize the issuance of up to 150,000,000 shares of common stock.

ITEM 1B. - UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2 – DESCRIPTION OF PROPERTY

Our principal offices are located at 720 Evans Court, Suite 103, Kelowna, BC Canada V1X 6G4. Our telephone number is (778) 478-9997. We entered into a two year lease of our office and warehouse space on April 1, 2013. Our monthly rent is $3,600. On January 2, 2014, the Company entered into an addendum whereby we leased additional space for an additional lease payment of $2,454 CDN. The Company believes that our facilities are sufficient for our current operations.

ITEM 3 - LEGAL PROCEEDINGS

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not aware of any pending or threatened legal proceedings which involve Reliabrand ~~Inc.~~, its directors or officers. Our Bylaws provide that we shall have a minimum of one director. There is no stated maximum number of directors allowed but such number may be fixed from time to time by action of the stockholders or of the directors. Our address for service of process in Nevada is 1645 Village Center Circle, Las Vegas, NV 89134.

ITEM 4 – MINE SAFETY DISCLOSURES

N/A

PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company’s common stock is currently listed on the OTC ~~Bulletin~~Markets ~~Board~~ under the symbol “RLIA.” Prior to April 5, 2011, the Company’s stock was listed on the OTC Bulletin Board under the symbols “AJVE”, “ACOE” and “SLEG”.

For the period from ~~November~~January 121, ~~2007~~2012 to date, the table sets forth the high and low closing bid prices based upon information obtained from inter-dealer quotations on the OTC Bulletin Board without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Period	High Price		Low Price
November 12, 2007 December 31, 2007	$	n/a	$	n/a
January 1, 2008 – March 31, 2008	$	n/a	$	n/a
April 1, 2008 June 30, 2008	$	n/a	$	n/a
July 1, 2008 – September 30, 2008	$	n/a	$	n/a
October 1, 2008 – December 31, 2008	$	1	$	0.01
January 1, 2008 – March 31, 2008	$	1	$	0.01
April 1, 2008 -June 30, 2008	$	1	$	0.01
July1, 2009 - June 30,2010	$	0.21	$	.0021
July 1, 2010 – September 30, 2010	$	.25	$	.25
October 1, 2010 – December 31, 2010	$	.25	$	.25
January 1, 2011 – March 31, 2011	$	.250	$	.16
April 1, 2011 – June 30, 2011	$	.25	$	.10
July 1, 2011 – September 30, 2011	$	.25	$	.10
October 1, 2011 – December 31, 2011	$	.25	$	.025
January 1, 2012 – March 31, 2012	$	.04	$	.025
April 1, 2012 – June 30, 2012	$	.12	$	.025
July 1, 2012 – September 30, 2012	$	.1151	$	.5111
October 1, 2012 – December 31, 2012	$	.1953	$	.5319
January 1, 2013 – March 31, 2013	$	.1037	$	.3710
April 1, 2013 – June 30, 2013	$	.10185	$	.~~185~~10
July 1, 2013 – September 30, 2013	$	.22	$	.06
October 1, 2013 – December 31, 2013	$	.225	$	.10
January 1, 2014 – March 31, 2014	$	.14	$	.0826
April 1, 2014 – June 30, 2014	$	.13	$	.06

Recent Sales of Unregistered Securities

During the year ended June 30, ~~2013~~2014, the Company closed several private placements for aggregate proceeds of $~~642~~775,~~184~~000, or 67,~~420~~750,000 shares, respectively, at the price of $0.10 per share, for total net proceeds of $~~642~~415,~~184~~203, net of costs. The Company relied on exemptions from registration under Regulation S, Regulation D and Section 4(2) of the Securities Act of 1933, as amended.

For the year ended June 30, ~~2013~~2014, the Company ~~commenced~~completed a private offering of its securities. The offering was comprised of units consisting of 50,000 shares of our common stock, in restricted form, and a royalty agreement for pro-rata share of $1.00 per sale of a specific future product, up to the amount of the initial investment, subsequently converting to a 2.5% perpetual royalty on the same product. For the year ended June 30, ~~2013~~2014, the Company issued ~~twenty~~forty-~~nine~~four units, consisting of 12,~~450~~200,000 shares of our restricted common stock and a royalty agreement for which it received ~~net~~ proceeds of $~~145~~220,000. The Company relied on exemptions from registration under Regulation S, Regulation D and Section 4(2) of the Securities Act of 1933, as amended.

Holders

As of June 30, ~~2013~~2014, we have 8698,~~822~~471,~~868~~371 shares of our Common Stock issued and outstanding held by ~~119~~123 shareholders of record.

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - continued

Dividends

The Company has never paid any cash dividends on its capital stock and does not anticipate paying any cash dividends on the Common Stock in the foreseeable future. The Company intends to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

Securities Authorized For Issuance under Equity Compensation Plans

Our Board of Directors adopted and approved our 2013 Stock Option Plan (“Plan”) on January 18, 2013, which provides for the granting and issuance of up to 30 million (30,000,000) shares of our common stock.

Our Board of Directors administers our Plan, however, they may delegate this authority to a committee formed to perform the administration function of the Plan. The Board of Directors or a committee of the Board has the authority to construe and interpret provisions of the Plan as well as to determine the terms of an award. Our Board of Directors may amend or modify the Plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding awards unless the holder consents to that amendment or modification.

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - continued

The Plan permits us to grant Non-qualified stock options to our employees, directors and consultants. The options issued under this Plan are intended to be Non-qualified Stock Options in full compliance with Code Section 409A.

The duration of a stock option granted under our Plan cannot exceed ten years. The exercise price of an incentive stock option cannot be less than 100% of the fair market value of the common stock on the date of grant.

The Plan administrator determines the term of stock options granted under our Plan, up to a maximum of ten years, except in the case of certain events, as described below. Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's relationship with us ceases for any reason other than disability or death, the optionee may exercise any vested options for a period of ninety days following the cessation of service. If an optionee's service relationship with us ceases due to disability or death the optionee or a beneficiary may exercise any vested options for a period of 12 months in the event of disability or death.

Unless the Plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee's death.

For the year ended June 30, ~~2013~~2014, the Company granted ~~the~~no ~~following~~ stock options:. There are 21,618,850 available for future grants.

For the year ended June 30, 2013

Grant Date

Options Granted

Exercise Price

Expiration term in years

To Whom Granted

Vesting Terms

January 29, 2013

8,381,150

0.10

9.59

Granted to current President

Fully vested at date of grant

Total Granted

8,381,150

After this grant there will be 21,618,850 available for future grant.

Increase of authorized common stock shares

In December 2012, the Company increased its authorized shares of common stock from 100,000,000 to 150,000,000.

Designation of Preferred Stock

During the year ended June 30, 2014, the Company designated two new classes of preferred stock. The Company designated 150,000 shares of its unissued preferred stock as Series B Convertible Stock (“Series B”) which accrues dividends at an annual rate of $4.00 per share and is convertible for a period of twenty four months from the date of issuance for shares of the Company’s common stock at a rate of one Series B share for two hundred (200) shares of common stock. As of June 30, 2014, the Company had none issued and outstanding shares of its Series B.

During the year ended June 30, 2014, the Company designated 100,000 shares of its preferred shares as Series C Preferred Stock (“Series C”). The Series C has a purchase price of $10 per share and accrues interest at annual rate of eight percent (8%). The Series C are convertible for a period of twenty four (24) months from the date of issuance for shares of the Company’s common stock at a rate of one hundred (100) shares of common stock for each share of Series C. The Series C upon conversion also are granted three (3) warrants to purchase shares of the Company’s common stock at a price of $.10 per warrant. As of June 30, 2014, the Company had issued and outstanding 50,000 shares of its Series C.

ITEM 6 - SELECTED FINANCIAL DATA

N/A

11ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

The following discussion and analysis of the Company’s financial condition and results of operations are based on the Company’s financial statements, which the Company has prepared in accordance with U.S. generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Plan of Operations

The Company’s strategy is to manufacture baby bottles and the related components initially and to offer those products for sale via the Company’s website, wholesale to specialty baby products retailers, or through distributors throughout the world.

Overall, during the next 12 months, we cannot predict accurately the amount of capital that we will need to accomplish our plan of operations. The amount of capital needed will vary depending on the projects that we seek. If during the next 12 months, we are unsuccessful in effectuating our plan of operations as described above, we expect to incur total ~~cash~~ expenditures of at least $1,000,000. In this regard and during such period; we anticipate spending $100,000 on professional fees attributable to fulfilling our reporting obligations under the federals securities laws and $50,000 on general administrative costs and expenditures associated with complying with reporting obligations. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. We believe that debt financing will not be an alternative for funding the marketing plan. We do not have any arrangements in place for any future equity financing. If we are required to raise additional funds, substantial dilution may result to existing shareholders. Our auditors have raised substantial doubt concerning our ability to continue as a going concern. Please see our audited financial statements contained in our Form 10-K for the period ended June 30, 2013. In the fourth quarter of fiscal year 2013, the Company’s management determined that it exited the development stage.

~~Results of Operations for the Year Ended June 30, 2013 and the Year Ended June 30, 2012~~11

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

WeIn ~~had~~this ~~revenues~~regard ofand ~~$114,946~~during ~~for~~such ~~the~~period; ~~year~~we ~~ended~~anticipate ~~June~~spending 30$100,000 ~~2013~~on ~~compared~~professional fees attributable to ~~revenues~~fulfilling ofour ~~$13,600~~reporting ~~for~~obligations under the ~~year~~federal ~~ended~~securities ~~June~~laws 30and $50,000 ~~2012~~on general administrative costs and expenditures associated with complying with reporting obligations. We ~~The~~anticipate ~~increase~~that additional funding will be required in ~~sales~~the form of ~~$101,346~~equity orfinancing ~~745~~from the sale of our common stock.~~10%~~ However, iswe ~~due~~cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our ~~retail~~common ~~sales~~stock ~~increasing~~to ~~through~~fund our ~~website,~~marketing plan and ~~beginning~~operations. ~~wholesale~~We ~~sales~~believe tothat ~~WalMart~~debt ~~Canada~~financing ~~and~~will ~~CFO~~not ~~Group,~~be inan ~~pursuit~~alternative offor ~~our~~funding the marketing plan. We do not have any arrangements in place for any future equity financing. If we are required to raise additional funds, substantial dilution may result to existing shareholders. Our auditors have raised substantial doubt concerning our ~~products~~ability to continue as a going concern. Please see our audited financial statements contained in our Form 10-K for the period ended June 30, 2014.

~~During~~Results ~~the year ended June 30, 2013, we incurred operating expenses in the amount~~ of ~~$2,000,059.~~Operations These operating expenses were comprised of amortization and depreciation expenses, accounting and audit fees, consulting fees, rent expense, general and management expenses, and transfer agent fees. This compared to operating expenses of $813,129 for the ~~year~~Year ~~ended~~Ended June 30, ~~2012.~~2014 ~~The increase was primarily due to the Company’s increased manufacturing~~ and ~~sales activities in connection with~~ the ~~sale~~Year ofEnded ~~its~~June ~~products~~30, ~~and the generation of revenue and from the cost of issuing stock options to our CEO and impairment of patents.~~2013

AsWe ~~of June 30, 2013, we~~ had ~~total~~revenues ~~assets~~ of $1308,~~891,633~~991 ~~and~~for ~~total~~the ~~liabilities~~year ofended ~~$445~~June 30,~~289~~ 2014 compared to ~~total~~revenues ~~assets~~ of $1114,~~806,130~~946 ~~and~~for ~~total liabilities of $165,333 as of June 30, 2012. Of~~ the ~~total~~year ~~assets~~ended ~~as of~~ June 30, 2013,. ~~current~~The ~~assets~~increase ~~were~~in ~~$444,920~~sales ~~and consisted~~ of ~~cash of~~ $10194,~~488,~~045 ~~inventory~~or ~~of $279,316, accounts receivable of $41,929 and prepaid expenses of $113,187~~59. ~~Other~~00% ~~assets~~is ~~were~~due ~~$1,446,713~~to ~~and~~our ~~consisted~~retail ofsales ~~patents~~increasing ofthrough ~~$1,093,459,~~our ~~intellectual properties of $100~~website,~~000,~~ ~~net property~~ and ~~equipment~~beginning ofwholesale ~~$132,413,~~sales ~~deposits~~to ofWalMart ~~$5,278,~~Canada ~~and product molds of $115,563. Total liabilities consisted of $211,341~~ in ~~accounts~~pursuit ~~payable, $21,654 in Accounts payable – related party, in Notes payable – shareholder $96,907, in Contingent Royalties payable $82,264, in shareholder advances~~ of ~~$11,087,~~our ~~and~~marketing ~~$22,036~~plan infor ~~miscellaneous~~our ~~accrued liabilities~~products. ~~Increase in liabilities due to equity-linked royalty and overall inability to remain current with its vendors.~~

During the year ended June 30, ~~2013~~2014, we ~~analyzed~~incurred ~~our~~operating ~~patents~~expenses in ~~accordance~~the ~~with~~amount ~~our~~of ~~accounting~~$1,246,380. ~~policies~~These ~~and~~operating ~~determined~~expenses ~~that~~were ~~nine~~comprised of ~~our~~amortization ~~patents~~and ~~were~~depreciation noexpenses, ~~longer~~accounting ~~useful~~and toaudit ~~the~~fees, ~~Company's~~consulting ~~existing~~fees, rent expense, general and ~~future~~management ~~operations.~~expenses, Asand ~~such~~transfer weagent ~~recorded~~fees. This ancompared ~~impairment~~to ~~loss~~operating expenses of $~~181~~2,~~633~~000,059 asfor ~~shown~~the onyear ended June 30, 2013. The decrease was primarily due to the ~~accompanying~~Company ~~statement~~not ofissuing ~~operations~~stock based compensation for the year ended June 30, 2014.

On As ~~January~~of 20June 30, ~~2011~~2014, we ~~entered~~had ~~into~~total anassets ~~Asset~~of ~~Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“BC Ltd”)~~$2, ~~a British Columbia~~508,096 ~~Canadian~~and ~~company. The~~total ~~Agreement~~liabilities ~~provided~~of ~~for~~$908,050 compared us to ~~acquire~~total ~~multiple~~assets ~~patents~~of $1,891,633 and ~~trademarks~~total ~~acquired~~liabilities ~~by BC Ltd through a receivership proceeding~~ of ~~Adiri~~$445,289 ~~Inc.~~as ~~(“Adiri”).~~of ~~Adiri~~June ~~was~~30, ~~granted the initial patents and trademarks~~2013. ~~These~~Of ~~patents~~the ~~and~~total ~~trademarks~~assets ~~relate~~as toof aJune ~~baby~~30, ~~bottle~~2014, ~~and~~current ~~related~~assets ~~components~~were ~~that BC Ltd expended approximately~~ $1,~~500~~202,~~000~~024 ~~in cash in acquiring~~ and ~~further~~consisted ~~development;~~of ascash of ~~December 31~~$188,763, ~~2010~~inventory ~~the~~of ~~patents~~$557,558, ~~and~~accounts ~~related~~receivable ~~expenses~~of to$58,054 ~~acquire~~ and ~~maintain~~prepaid ~~the~~expenses ~~patents~~of $397,649. Other ~~had~~assets awere ~~net book value~~$1,306,072 ~~which~~and ~~approximates~~consisted ~~fair~~of ~~value,~~patents of $1,~~436~~041,~~768. As part of the Agreement~~446, ~~the~~intellectual ~~Company~~properties ~~also~~of ~~acquired~~ $~~100~~125,000 ~~in cash~~, ~~total~~net ~~note~~property ~~receivables~~ and ~~accrued~~equipment ~~interest in the amount~~ of $6376,~~296~~745, ~~resin~~ ~~inventory~~deposits of $85,~~160~~278, ~~pacifier~~and ~~inventory of $6,000,~~ product molds of $557,~~266,~~603. ~~assumed~~Total anliabilities ~~executory~~consisted ~~contract~~of ~~with~~$81,923 ain ~~plastics~~accounts ~~manufacturer~~payable, ~~and~~in ~~assumed~~notes ~~accounts~~ payable of– ~~approximately~~shareholder $45131,~~176. In exchange~~965, atin ~~the~~contingent ~~closing~~royalties onpayable ~~April 26~~$662, ~~2011~~907, wein ~~issued~~royalties ~~35,000,000~~payable ~~shares~~– ofrelated ~~our~~party ~~common~~of ~~stock, par value~~ $~~.0001~~25,300 ~~post-split. As a condition to the Agreement, we had to implement our previously authorized 100-to-1 reverse stock split (Note 8)~~ and ~~change~~accrued ~~the~~taxes ~~Company’s~~payable ~~name~~of ~~to “Reliabrand~~$5, ~~Inc~~955.~~” (Note 1).~~

12On January 20, 2011, we entered into an Asset Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“BC Ltd”), a British Columbia, Canadian company. The Agreement provided for us to acquire multiple patents and trademarks acquired by BC Ltd through a receivership proceeding of Adiri, Inc. (“Adiri”). Adiri was granted the initial patents and trademarks. These patents and trademarks relate to a baby bottle and related components that BC Ltd expended approximately $1,500,000 in cash in acquiring and further development; as of December 31, 2010 the patents and related expenses to acquire and maintain the patents, had a net book value, which approximates fair value, of $1,436,768. As part of the Agreement, the Company also acquired $100,000 in cash, total note receivables and accrued interest in the amount of $63,296, resin inventory of $8,160, pacifier inventory of $6,000, product molds of $5,266, assumed an executory contract with a plastics manufacturer, and assumed accounts payable of approximately $45,176. In exchange, at the closing on April 26, 2011 we issued 35,000,000 shares of our common stock, par value $.0001, post-split. As a condition to the Agreement, we had to implement our previously authorized 100-to-1 reverse stock split and change the Company’s name to “Reliabrand, Inc.”

~~ITEM~~Office 7– -warehouse ~~MANAGEMENT’S DISCUSSION AND ANALYSIS - continued~~lease

~~Results~~On April 1, 2013, the Company entered into a two year term lease agreement of ~~Operations~~an office and warehouse space located in Kelowna, BC. The lease commences on May 1, 2013 and the monthly rent is approximately $3,600 including related taxes and a $3,623 security deposit. We paid the first and security deposit on January 30, 2013. On January 2, 2014, the Company entered into an addendum to lease additional space for an additional monthly payment of $2,454 CDN. Rent expense was $47,372 and $62,897 for the ~~Year~~years ~~Ended~~ended June 30, ~~2013~~2014 and 2013, respectively. In the ~~Year~~three ~~Ended~~months ended September 30, 2013, we received certain credits from the lessor for various lack of performance issues totaling $9,809 as an offset of rental payments. As part of the lease we agreed to pay the landlord for leasehold improvements made to the offices and warehouse, work was completed as of June 30, ~~2012~~2013. -We ~~continued~~capitalized $46,855 in leasehold improvements and began depreciating them according to our policies. On July 26, 2013, in full settlement, we also paid the balance owed for these improvements in shares of our common stock.

InDuring ~~January 2011,~~ the ~~Company~~year ~~rented~~ended ~~office~~June ~~space~~30, ~~in Canada from a related party~~2013, ~~a company owned by a son of~~ our ~~Company’s~~ President, onadvanced athe ~~month~~Company ~~to month basis for approximately~~ $~~798~~22,552 ~~($800~~USD ~~CAD) per month; beginning in February 2011 we took~~ on ~~more~~a ~~rental~~non-interest ~~space within the office and began paying approximately $1~~bearing,~~900~~ ~~($1~~non-secured,~~860~~ ~~CAD)~~on ~~per~~demand ~~month; beginning in May 2011~~basis, weand ~~began paying the owner of the building directly. Rent expense~~ was ~~$18,835~~repaid ~~and~~ $2922,~~649~~552 ~~for~~USD. ~~the~~As ~~years~~of ~~ended~~ June 30, ~~2013~~2014, ~~and~~the ~~2012,~~balance ~~respectively~~was zero.

OnWe ~~April~~began 1,generating ~~2013,~~revenue for the ~~Company entered into a two~~ year ~~term~~ended ~~lease~~June ~~agreement of an office and warehouse space located in Kelowna~~30, ~~BC. The~~2012 ~~lease commences on May 1, 2013~~ and ~~the~~had ~~monthly~~revenues ~~rent~~of ~~is approximately~~ $3308,~~600~~991 ~~including related taxes and a $3,623 security deposit. We paid the first and security deposit on January 30, 2013. Rent expense was $14,413 and none~~ for the ~~years~~year ended June 30, ~~2013 and 2012~~2014. AsHowever, ~~part~~we ofcontinue ~~the~~to ~~lease~~be wedependent ~~agreed~~upon obtaining financing to ~~pay~~pursue ~~the~~marketing ~~landlord~~and ~~for~~distribution ~~leasehold~~activities. ~~improvements~~For ~~made~~these toreasons, ~~the~~our ~~offices~~auditors ~~and~~believe ~~warehouse.~~that ~~This~~there ~~work~~is ~~was~~substantial ~~completed~~doubt asthat ofwe ~~June~~will ~~30,~~be ~~2013.~~able Weto ~~capitalized~~continue ~~$46,855~~as ina ~~leasehold~~going ~~improvements~~concern.

During the year ended June 30, 2013, our President advanced the Company $22,552 USD on a non-interest bearing, non-secured, on demand basis, and was repaid $11,465 USD. As of June 30, 2013, the balance of $11,087 is outstanding.

We began generating revenue for the year ended June 30, 2012 and had revenues of $114,946 for the year ended June 30, 2013. However, we continue to be dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown. The Company does not anticipate paying dividends in the near future, if ever.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Liquidity and Capital Resources

As of June 30, ~~2013~~2014 and ~~2012~~2013, the Company had a cash balance of $10188,~~488~~763 and $2710,~~247~~488, respectively.

We issued ~~974~~1,698,500 and 1974,~~199,~~500 shares as payment to certain vendors for services during the years ended June 30, ~~2013~~2014 and ~~2012~~2013, respectively.

For the year ended June 30, ~~2013~~2014, the Company issued 67,~~420~~750,000 shares of its common stock in private placements pursuant to exemptions from registration under Regulations S, D and Section 4(2) of the Securities Act.

For the year ended June 30, ~~2013~~2014, the Company issued ~~twenty~~forty-~~nine~~four units, consisting of 12,~~450~~200,000 shares of our restricted common stock and a royalty agreement, for which it received ~~net~~gross proceeds of $~~145~~220,000.The Company relied on exemptions from registration under Regulation S, Regulation D and Section 4(2) of the Securities Act of 1933, as amended.

~~During~~In ~~the~~April ~~year ended June 30~~1, ~~2013~~2014, the Company ~~used~~sold ~~cash~~to ofan ~~approximately~~unrelated ~~$790,000~~individual ~~for operations. Roughly $315~~25,000 ~~was~~shares ~~used~~of toour ~~pay~~preferred ~~related~~Series ~~party~~“C” ~~consulting~~stock ~~fees,~~at $~~150,000~~10.00 ~~was~~per ~~used~~share ~~to purchase,~~ or ~~place a deposit, on inventory, and about~~ $~~140~~250,000 ~~on professional and other consulting fees~~.

In May 5, 2014, the Company sold to an unrelated individual 25,000 shares of our preferred Series “C” stock at $10.00 per share or $250,000.

If the Company is not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to it, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

The Company presently does not have any available credit, bank financing or other external sources of liquidity, other than the net proceeds from ~~its~~the ~~offering~~Offering. Due to its brief history and historical operating losses, the Company’s operations have not been a source of liquidity. The Company will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that the Company will be successful in obtaining additional funding.

The Company will need additional investments in order to continue operations. Additional investments are being sought, but the Company cannot guarantee that it will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of the Company’s common stock and a downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed to it, or experience unexpected cash requirements that would force it to seek alternative financing. Further, if the Company issues additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of the Company’s common stock. If additional financing is not available or is not available on acceptable terms, the Company will have to curtail its operations.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS - continued

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies.

Revenue Recognition

Revenue is recognized when the four basic criteria of revenue recognition are met: (i) a contractual agreement exists; (ii) transfer of goods has been completed or services have been rendered; (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured. Thus, we generally recognize sales revenue when shipment of the purchased product has occurred. Cash payments received in advance are recorded as deferred revenue. We currently permit our customers to return or exchange defective products. We have analyzed our quality control procedures and feel that our main exposure is from damages in shipping. Accordingly we do not need to establish a reserve for returns at this time. We will continue to analyze this each period and implement one if the need arises.

Patents

Patents are recorded at cost and are amortized on a straight-line basis over their remaining useful lives beginning with the date that the patent is secured by the Company. The original patent useful life is 20 years from the date of issuance. Our patents have various expiration dates ranging from October 2017 through January 2032.

Intangible Assets

In accordance with ASC 350, “Intangibles – Goodwill and other,” goodwill and other intangible assets with indefinite lives are not amortized, but are reviewed annually for impairment and possible adjustment. Other intangible assets with definite lives are amortized over their individual useful lives. Intellectual properties are amortized using the straight-line method over the useful lives.

Stock-Based Compensation

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached in FASB ASC 505-10. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-10.

Contractual Obligations

On September 6, 2011, we entered into a non-cancellable contract to purchase 72,000 baby bottles and components from a 3rd party supplier in the amount of $135,360, and we have fully pre-paid this commitment. In the year ended June 30, 2012, we purchased an additional $119,372 of inventory from the same 3rd party supplier; ~~which~~we ~~was~~have fully paid for all the product shipments. As of June 30, 2012, we found that we had defective and substandard products, ~~and~~we ~~after~~have ~~checking~~checked our inventory and have destroyed and disposed of the unusable inventory and recorded an inventory loss of $110,397 which is reflected in our statement of operations. As of June 30, ~~2013~~2014, the Company did not have ~~any~~ purchase commitments.

License and exclusive marketing agreement

OnFor ~~July~~the 11year ended June 30, ~~2012~~2013, the Company ~~entered~~started ~~into~~ a ~~License~~new private placement at $5,000 per unit. A unit consists of 50,000 shares of our restricted common stock and ~~Exclusive~~a ~~Marketing~~royalty ~~Agreement~~agreement ~~with~~for anpro-rata ~~unrelated~~share ~~party~~of ~~(Marketer)~~$1.00 ~~The~~per ~~Company~~sale ~~granted~~of ~~Marketer~~a anspecific ~~exclusive~~future ~~license~~product, up to ~~promote,~~the ~~advertise,~~initial ~~market~~investment, ~~sell~~after ~~and~~which ~~distribute~~this will convert to a pro-rata share of a 2.5% perpetual royalty on the same product. In connection with this royalty agreement, the Company’s ~~line~~recorded a contingent liability for this agreement in the amount of ~~baby~~$82,264 and is based upon projections of our sales on these products. For the year ended June 30, ~~under~~2013, the ~~Adiri®~~Company ~~brand~~issued twenty-seven units, ~~through~~consisting ~~commercials~~of 1,450,000 shares of our restricted common stock and ~~over~~a ~~the~~royalty ~~Internet~~agreement (Note 9), inand ~~North~~received ~~America~~a cash payment of $145,000. For ~~The~~the ~~Agreement~~year isended ~~for~~June an30, ~~initial~~2014, the Company issued forty-four ~~year~~units, ~~term~~consisting ~~with~~of ~~automatic~~2,200,000 ~~renewals~~shares ~~for~~of ~~three~~our ~~additional~~restricted ~~two~~common ~~year~~stock ~~periods~~and ifa ~~Marketer~~royalty ~~generates~~agreement ~~certain~~(Note ~~pre-determined~~9), ~~sales~~and received a cash payment of $220,000. For year ended June 30, 2014, the ~~Company’s~~company ~~products~~recorded ~~during~~additional $124,813 contingent royalties for the ~~term~~proceeds ofreceived in connection with these subscriptions. At June 30, 2014 and 2013, the ~~Agreement~~total contingencies in connection with these subscriptions are $207,077 and $82,264, respectively.

Products sold through Marketer’s efforts will be sold to Marketer on a consignment basis. After the products are sold, Marketer shall reimburse the Company for the actual costs of manufacturing of the product. The Company shall also receive a 50% royalty of the adjusted proceeds, if any, of these sales generated. As of June 30, 2013, no sales have been generated through this arrangement.13

14ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS - continued

Contractual Obligations - continued

The Company also agreed to issue Marketer eight million (8,000,000) shares of our restricted common stock, issuable when certain milestones are completed. The Company agreed to issue three million (3,000,000) shares upon completion of the initial “short-form” commercial, and the remaining five million (5,000,000) shares when Marketer’s gross sales of our products reach $1,000,000. The Company also agreed to pay Marketer a five percent (5%) royalty on the Company’s sales outside of the Marketer network, beginning once the commercial has been produced, this royalty shall continue to be payable to Marketer for a period of eight (8) years following any termination or expiration of the agreement. As of June 30, 2013, no commercial has been completed and as such no related royalties have been recorded. The Company may terminate this agreement with a thirty (30) day notice prior to the end of the current term, or if sales level have not been met by Marketer; Marketer may terminate this agreement with a sixty (60) day notice at any time. The Company retains all rights to our intellectual properties, and has not transferred any interest to Marketer.

Contingent Royalties

For the year ended June 30, 2013, the Company started a new private placement at $5,000 per unit. A unit consists of 50,000 shares of our restricted common stock and a royalty agreement for pro-rata share of $1.00 per sale of a specific future product, up to the initial investment, after which this will convert to a 2.5% perpetual royalty on the same product. In connection with this royalty agreement, the Company recorded a contingent liability for this agreement in the amount of $82,264 and is based upon projections of our sales on these products. For the year ended June 30, 2013, the Company issued twenty-nine units, consisting of 1,450,000 shares of our restricted common stock and a royalty agreement, and received a cash payment of $145,000.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Inflation

Inflation has not materially impacted our results of operations in recent years.

As of June 30, ~~2013~~2014 and ~~2012~~2013, the Company’s management believes that there are no outstanding legal proceedings which would have a material adverse effect on the financial position of the Company.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

1514

ITEM 8 - FINANCIAL STATEMENTS

RELIABRAND, INC.
~~TABLE OF CONTENTS~~	TABLE OF CONTENTS
Part I	Financial Information	Page
Item 1.	Financial Statements:
	Report of Independent Registered Public Accounting Firm	F-1
	Report of Independent Registered Public Accounting Firm - 2014	F-1
	Consolidated Balance Sheets, for the years ended June 30, 2013 and 2012	F-2
	Report of Independent Registered Public Accounting Firm - 2013	F-2
	Consolidated Statements of Operations for the years ended June 30, 2013 and 2012, and cumulative during development stage from February 22, 2007 (inception) through June 30, 2013	F-3
	Consolidated Balance Sheets, for the years ended June 30, 2014 and 2013	F-3
	Consolidated Statements of Stockholders' (Deficit) for the period from February 22, 2007 (inception) through June 30, 2013	F-4
	Consolidated Statements of Operations for the years ended June 30, 2014 and 2013	F-4
	Consolidated Statements of Cash Flows for the years ended June 30, 2013 and 2012, and cumulative during development stage from February 22, 2007 (inception) through June 30, 2013	F-8
	Consolidated Statements of Stockholders' (Deficit) for the period from	F-5 to F-17
	Notes to Financial Statements	F-10
	June 30, 2012 through June 30, 2014	F-18
	Consolidated Statements of Cash Flows for the years ended June 30, 2014 and 2013	F-19
	Notes to Financial Statements	F-20 to F-40

1615

~~Board~~REPORT ofOF ~~Directors~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Reliabrand, Inc.

~~Report~~We have audited the accompanying consolidated balance sheet of ~~Independent~~Reliabrand, ~~Registered~~Inc. ~~Public~~as ~~Accounting~~of ~~Firm~~June 30, 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year ended June 30, 2014. Reliabrand, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Reliabrand, Inc. as of June 30, 2013 were audited by other auditors, whose report dated September 30, 2013 expressed an unqualified opinion and included an emphasis of matter paragraph regarding substantial doubt in Reliabrand, Inc.’s ability to continue as a going concern.

We ~~have~~conducted ~~audited~~our ~~the~~audit ~~consolidated~~in ~~balance~~accordance ~~sheets~~with the standards of ~~Reliabrand~~the ~~Inc~~Public Company Accounting Oversight Board (United States). asThose ofstandards ~~June~~require ~~30,~~that ~~2013~~we plan and ~~2012,~~perform ~~and~~the audit to obtain reasonable assurance about whether the ~~related~~financial statements are free of ~~operations~~material misstatement. The company is not required to have, ~~stockholders’~~nor ~~equity~~were ~~and~~we ~~cash~~engaged ~~flows~~to ~~for~~perform, ~~each~~an audit of ~~the~~its ~~years~~internal ~~then~~control ~~ended~~over financial reporting. ~~These~~ ~~consolidated~~Our audit included consideration of internal control over financial ~~statements~~reporting as a basis for designing audit procedures that are appropriate in the ~~responsibility~~circumstances, but not for the purpose of expressing an opinion on the ~~Company~~effectiveness of the company’s ~~management.~~internal ~~Our~~control ~~responsibility~~over isfinancial toreporting. Accordingly, we express anno such opinion. An audit also includes examining, on ~~these~~a ~~consolidated~~test basis, evidence supporting the amounts and disclosures in the financial statements, ~~based~~assessing onthe accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the~~ consolidated financial statements ~~are~~referred ~~free~~to ofabove ~~material~~present ~~misstatement. The Company is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit over its internal control over~~ financial ~~reporting.~~position ~~Our audit included consideration~~ of ~~internal~~Reliabrand, ~~control~~Inc. ~~over financial reporting~~ as aof ~~basis~~June ~~for~~30, ~~designing audit procedures that are appropriate in the circumstances~~2014, ~~but~~and ~~not for~~ the ~~purpose~~results of ~~expressing~~its anoperations ~~opinion~~and onits ~~the~~cash ~~effectiveness~~flows offor the ~~Company’s~~year ~~internal~~then ~~control over financial reporting. Accordingly~~ended, ~~we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~consolidated~~with ~~financial statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audit provides a reasonable basis for our opinion.~~

InThe ~~our~~accompanying ~~opinion, the~~ consolidated financial statements ~~referred~~have tobeen ~~above~~prepared ~~present~~assuming ~~fairly,~~the Company will continue as a going concern. As discussed in ~~all~~Note ~~material~~2 ~~respects,~~to the consolidated financial ~~position~~statements, ofthe ~~Reliabrand~~Company ~~Inc.~~incurred asa ofnet ~~June~~loss ~~30,~~during ~~2013~~period ~~and~~of ~~2012~~$1,106,996 ~~the~~and ~~results~~has an accumulated deficit of ~~operations~~$4,484,553, ~~stockholders’~~which ~~equity~~raises ~~and~~substantial doubt about its ~~cash~~ability ~~flows~~to ~~for~~continue ~~the~~as ~~each~~a ofgoing ~~the~~concern. ~~years~~The ~~then~~consolidated ~~ended ,~~financial instatements ~~conformity~~do ~~with~~not ~~accounting~~include ~~principles~~any ~~generally~~adjustment ~~accepted~~that inmight ~~the~~result ~~United~~from ~~States~~the outcome of ~~America~~this uncertainty.

~~The~~/s/ ~~accompanying~~MartinelliMick consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has earned $128,546 in revenue since inception and has an accumulated deficit $3,377,557, which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.PLLC

~~/s/~~MartinelliMick ~~Farber~~PLLC ~~Hass Hurley LLP~~

Spokane, WA

October 31, 2014

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Reliabrand Inc.

We have audited the consolidated balance sheet of Reliabrand Inc. as of June 30, 2013, and the related consolidated statement of operations, stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Reliabrand Inc. as of June 30, 2013, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/Farber Hass Hurley LLP

Farber Hass Hurley LLP

Granada Hills, California

September 30, 2013

Granada Hills, CA

F-1

RELIABRAND, INC.
CONSOLIDATED BALANCE SHEETS
	June 30,			June 30,
	2013			2012
ASSETS
CURRENT ASSETS
Cash	$	10,488		$	27,247
Accounts receivable		41,929			-
Inventory, net		279,316			171,505
Prepaid expenses		113,187			48,506
TOTAL CURRENT ASSETS		444,920			247,258
OTHER ASSETS
Deposits		5,278			4,292
Property and equipment, net (Note 3)		132,413			28,796
Intellectual and product properties (Note 5)		100,000			143,828
Patents, net of amortization of $110,296 - June 30, 2013
and $70,273 - June 30, 2012 (Note 5)		1,093,459			1,303,348
Product molds, net of amortization of $58,319 - June 30, 2013
and $18,974 - June 30, 2012 (Note 3)		115,563			78,608
TOTAL OTHER ASSETS		1,446,713			1,558,872
Total Assets	$	1,891,633		$	1,806,130
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	211,341		$	52,230
Accounts payable - related party		21,654			12,290
Accrued taxes payable		4,493			174
Shareholder advances (Note 7)		11,087			-
Note payable to shareholder (Note 6)		96,907			95,254
Contingent royalties payable		82,264			-
Royalties payable - related party		16,389			-
Accrued liabilities - related party		1,154			5,385
TOTAL CURRENT LIABILITIES		445,289			165,333
STOCKHOLDERS' EQUITY (Note 9)
Preferred stock, par value $.0001, 10,000,000
shares authorized, 10,000 issued and outstanding
June 30, 2013 and 2012, respectively		1			1
Common stock, par value $.0001, 150,000,000 and 100,000,000
shares authorized, respecctively;
86,822,868 issued and outstanding - June 30, 2013
59,677,500 issued and outstanding - June 30, 2012		8,686			5,968
Paid in Capital		4,829,967			2,148,338
Subscription receivable		(2,253	)		(2,440	)
Stock due from shareholder		(12,500	)		-
Common Stock Subscribed		-			853,705
Accumulated (Deficit)		(3,377,557	)		(1,364,775	)
Total Stockholders' Equity		1,446,344			1,640,797
Total Liabilities and Stockholders' Equity	$	1,891,633		$	1,806,130
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-2

RELIABRAND, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED BALANCE SHEETS
	For the years ended
	June 30,			June 30,
	June 30,
	2014			2013
	2013			2012
ASSETS
REVENUES	$	114,946		$	13,600
CURRENT ASSETS
COST OF GOODS		124,288			19,817
Cash	$	188,763		$	10,488
GROSS LOSS		(9,342	)		(6,217	)
Accounts receivable, net		58,054			41,929
EXPENSES
Inventory, net (Note 4)		557,558			279,316
Amortization and Depreciation		104,713			62,019
Prepaid expenses		397,649			113,187
Accounting, Audit, and Legal fees		154,209			128,976
TOTAL CURRENT ASSETS		1,202,024			444,920
Consulting fees		96,815			53,551
OTHER ASSETS
Consulting fees - related parties		324,006			216,736
Deposits		5,278			5,278
Rent expense		62,897			44,538
Property and equipment, net (Note 3)		76,745			132,413
Selling, general and administrative		233,056			121,539
Intellectual and product properties (Note 5)		125,000			100,000
Consulting contract benefits - related party		4,615			6,882
Patents, net of amortization of $162,308 - June 30, 2014
Stock compensation - officers		838,115			-
and $110,296 - June 30, 2013 (Note 5)		1,041,446			1,093,459
Inventory impairment		-			110,397
Product molds, net of amortization of $116,279 - June 30, 2014
Loss on bad debt		-			68,491
and $58,319 - June 30, 2013 (Note 3)		57,603			115,563
Loss on abandonment of patents		181,633			-
TOTAL OTHER ASSETS		1,306,072			1,446,713
Total expenses		2,000,059			813,129
Total Assets	$	2,508,096		$	1,891,633
NET OPERATING (LOSS)		(2,009,401	)		(819,346	)
LIABILITIES AND STOCKHOLDERS' EQUITY
OTHER INCOME (EXPENSE)
CURRENT LIABILITIES
Interest Income		-			3,355
Accounts payable	$	81,923		$	211,341
Interest Expense		(3,381	)		(6,711	)
Accounts payable - related party		-			21,654
NET (LOSS)	$	(2,012,782	)	$	(822,702	)
Accrued taxes payable		5,955			4,493
NET (LOSS) PER SHARE - BASIC AND DILUTED	$	(0.02	)	$	(0.01	)
Shareholder advances (Note 7)		-			11,087
WEIGHTED AVERAGE NUMBER OF
Note payable to shareholder (Note 6)		131,965			96,907
COMMON SHARES OUTSTANDING		81,918,032			59,578,165
Contingent royalties payable		70,000			82,264
Royalties payable - related party		25,300			16,389
Accrued liabilities - related party		-			1,154
TOTAL CURRENT LIABILITIES		315,143			445,289
LONG TERM LIABILITY - Contingent royalties payable		592,907			-
TOTAL LIABILITIES		908,050			445,289
COMMITMENT AND CONTINGENCIES (Note 8)		-			-
STOCKHOLDERS' EQUITY (Note 9)
Convertible preferred stock, par value $.0001, 10,000,000
shares authorized, 10,000 issued and outstanding
March 31, 2014 and June 30, 2013, respectively		1			1
Convertible preferred stock, Series B, par value $.0001, 150,000
shares authorized, none issued and outstanding
June 30, 2014 and June 30, 2013		-			-
Preferred stock, Series C, par value $.0001, 50,000
shares authorized, 50,000 and none issued and outstanding
June 30, 2014 and June 30, 2013, respectively		5			-
Common stock, par value $.0001, 150,000,000
shares authorized;
98,471,371 issued and outstanding - June 30, 2014
86,822,868 issued and outstanding - June 30, 2013		9,847			8,686
Paid in Capital		6,139,499			4,829,967
Subscription receivable		(52,253	)		(2,253	)
Stock due from shareholder		(12,500	)		(12,500	)
Accumulated Deficit		(4,484,553	)		(3,377,557	)
Total Stockholders' Equity		1,600,046			1,446,344
Total Liabilities and Stockholders' Equity	$	2,508,096		$	1,891,633
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-3

RELIABRAND, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
CONSOLIDATED STATEMENTS OF OPERATIONS
	Preferred Stock						Common Stock				Paid-in		Subscription			Common Stock			Accumulated
	For the years ended
	Shares			Amount			Shares		Amount		Capital		Receivable			Subscribed			(Deficit)			Total
	June 30,
Balances, June 30, 2011		10,000		$	1			59,122,500	$	5,912	$	2,009,764	$	-		$	-		$	(542,073	)	$	1,473,604
	2014			2013
Shares issued for cash in a private placement at $0.25 per share on August 8, 2011, net of offering costs		-			-			100,000		10		24,990											25,000
REVENUES	$	308,991		$	114,946
Shares issued for cash in a private placement at $0.25 per share on August 16, 2011, net of offering costs		-			-			20,000		2		4,998											5,000
COST OF GOODS		159,599			124,288
Shares issued for payment for account payable invoice at $0.25 per share on August 31, 2011		-			-			2,000		1		504											505
GROSS PROFIT (LOSS)		149,392			(9,342	)
Shares issued for Website design and maintenance services at $0.25 per share on August 25, 2011		-			-			62,500		6		15,619											15,625
EXPENSES
Shares issued for cash in a private placement at $0.25 per share on September 12, 2011, net of offering costs		-			-			208,000		21		51,979											52,000
Amortization and Depreciation		113,728			104,713
Shares issued for cash in a private placement at $0.25 per share on September 14, 2011, net of offering costs		-			-			80,000		8		19,992											20,000
Accounting, Audit, and Legal fees		116,042			154,209
Shares issued for cash in a private placement at $0.25 per share on September 19, 2011, net of offering costs		-			-			12,000		1		2,999											3,000
Consulting fees		131,277			96,815
Shares issued for cash in a private placement at $0.25 per share on September 21, 2011, net of offering costs		-			-			60,000		6		14,994											15,000
Consulting fees - related parties		387,756			324,006
Shares issued for payment for account payable invoices at $0.25 per share on September 22, 2011		-			-			10,000		1		2,499											2,500
Rent expense		47,372			62,897
Shares subscribed for payment, 50,000 shares at $0.0483 per share on March 16, 2012		-			-			-		-		-					3,705						3,705
Selling, general and administrative		415,999			233,056
Shares subscribed for payment, 550,000 shares at $0.10 per share on April 2, 2012		-			-			-		-		-					55,000						55,000
Stock options expense		21,000			-
Shares subscribed for payment, 2,500,000 shares at $0.10 per share on May 9, 2012		-			-			-		-		-		(2,440	)		250,000						247,560
Consulting contract benefits - related party		13,206			4,615
Shares subscribed for operations consulting agreement, 1,000,000 shares at $0.04 per share on May 17, 2012		-			-			-		-		-					40,000						40,000
Stock compensation - officers		-			838,115
Shares subscribed for payment of account payable invoices, 125,000 shares at $0.04 per share on May 17, 2012		-			-			-		-		-					5,000						5,000
Loss on abandonment of patents		-			181,633
Shares subscribed for payment of notes payable loans, 12,500,000 shares at $0.04 per share on May 17, 2012		-			-			-		-		-					500,000						500,000
Total expenses		1,246,380			2,000,059
Net (loss) for the year																				(822,702	)		(822,702	)
NET OPERATING LOSS		(1,096,988	)		(2,009,401	)
Balances, June 30, 2012		10,000			1			59,677,000		5,968		2,148,338		(2,440	)		853,705			(1,364,775	)		1,640,797
OTHER EXPENSE
Shares issued for common stock subscribed		-			-			16,725,000		1,673		852,032					(853,705	)					-
Interest Expense		(10,008	)		(3,381	)
Shares issued for cash in a private placement at $0.10 per share on July 1, 2012, net of offering costs		-			-			100,000		10		9,990											10,000
NET LOSS	$	(1,106,996	)	$	(2,012,782	)
NET LOSS PER SHARE - BASIC AND DILUTED	$	(0.01	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		94,333,151			81,918,032
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

RELIABRAND, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

				Convertible			Convertible
	Preferred			Preferred Stock			Preferred Stock											Common
	Stock			Series "B"			Series "C"			Common Stock			Paid-in		Subscription			Stock			Accumulated
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Receivable			Subscribed			(Deficit)			Total

Balances, June 30, 2012	10,000	$	1	-	$	-	-	$	-	59,677,000	$	5,968	$	2,148,338	$	(2,440	)	$	853,705		$	(1,364,775	)	$	1,640,797

Shares issued for common stock subscribed	-		-							16,725,000		1,673		852,032					(853,705	)					-

Shares issued for cash in a private placement at $0.10 per share on July 1, 2012, net of offering costs	-		-							100,000		10		9,990											10,000

Shares issued for cash in a private placement at $0.10 per share on July 12, 2012, net of offering costs	-		-							50,000		5		4,995											5,000

Shares issued for cash in a private placement at $0.10 per share on July 15, 2012, net of offering costs	-		-							85,000		9		8,491		100									8,600

Shares issued for cash in a private placement at $0.10 per share on July 17, 2012, net of offering costs	-		-							590,000		59		58,941											59,000

Shares issued for cash in a private placement at $0.10 per share on July 18, 2012, net of offering costs	-		-							700,000		70		69,930		344									70,344

Shares issued for payment for account payable invoices at $0.10 per share on July 18, 2012	-		-							24,500		2		2,448											2,450

Shares issued for cash in a private placement at $0.10 per share on July 12, 2012, net of offering costs	-	-	50,000	5	4,995					5,000
Shares issued for cash in a private placement at $0.10 per share on July 15, 2012, net of offering costs	-	-	85,000	9	8,491	100				8,600
Shares issued for cash in a private placement at $0.10 per share on July 17, 2012, net of offering costs	-	-	590,000	59	58,941					59,000
Shares issued for cash in a private placement at $0.10 per share on July 18, 2012, net of offering costs	-	-	700,000	70	69,930	344				70,344
Shares issued for payment for account payable invoices at $0.10 per share on July 18, 2012	-	-	24,500	2	2,448					2,450
Shares issued for cash in a private placement at $0.10 per share on July 20, 2012, net of offering costs	-	-	360,000	36	35,964	(311	)			35,689
Shares issued for cash in a private placement at $0.10 per share on July 23 2012, net of offering costs	-	-	350,000	35	34,965					35,000
Shares issued for cash in a private placement at $0.10 per share on July 24, 2012, net of offering costs	-	-	50,000	5	4,995	54				5,054
Shares issued for cash in a private placement at $0.10 per share on August 12, 2012, net of offering costs	-	-	100,000	10	9,990					10,000
Shares issued for agreement to cancel royalty agreement, 125,000 shares total, on August 24, 2012	-	-	75,000	8	7,492			5,000		12,500
Share to be returned and cancelled by our President for the above issuance						(12,500	)			(12,500	)
Shares issued for public relation consulting at $0.10 per share on August 24, 2012	-	-	30,000	3	2,997					3,000
Shares subscribed for payment, 55,000 shares at $0.10 per share on September 26, 2012	-	-	-	-	-	-		5,500		5,500
Shares subscribed for payment, 500,000 shares at $0.10 per share on September 27, 2012	-	-	-	-	-	-		50,000		50,000
Shares subscribed for payment, 380,000 shares at $0.10 per share on September 28, 2012	-	-	-	-	-	-		38,000		38,000
Shares issued for common stock subscribed	-	-	935,000	94	93,406			(93,500	)	-
Shares issued for agreement to cancel royalty agreement, 50,000 shares on October 1, 2012	-	-	50,000	5	4,995			(5,000	)	-
Shares issued for payment for account payable invoices at $0.42 per share on October 1, 2012	-	-	100,000	10	42,693					42,703
Shares issued for payment for account payable invoices at $0.10 per share on October 1, 2012	-	-	25,000	3	2,497					2,500

F-5

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on October 24, 2012, net of offering costs		-		-	1,000,000	100		99,900						100,000
Shares issued for cash in a private placement at $0.10 per share on July 20, 2012, net of offering costs	-		-				360,000		36	35,964	(311	)			35,689
Shares issued for cash in a private placement at $0.10 per share on October 30, 2012, net of offering costs		-		-	100,000	10		9,990						10,000
Shares issued for cash in a private placement at $0.10 per share on July 23 2012, net of offering costs	-		-				350,000		35	34,965					35,000
Shares issued for cash in a private placement at $0.10 per share on October 31, 2012, net of offering costs		-		-	150,000	15		14,985						15,000
Shares issued for cash in a private placement at $0.10 per share on July 24, 2012, net of offering costs	-		-				50,000		5	4,995	54				5,054
Shares issued for cash in a private placement at $0.10 per share on August 12, 2012, net of offering costs	-		-				100,000		10	9,990					10,000
Shares issued for agreement to cancel royalty agreement, 125,000 shares total, on August 24, 2012	-		-				75,000		8	7,492			5,000		12,500
Share to be returned and cancelled by our President for the above issuance											(12,500	)			(12,500	)
Shares issued for public relation consulting at $0.10 per share on August 24, 2012	-		-				30,000		3	2,997					3,000
Shares subscribed for payment, 55,000 shares at $0.10 per share on September 26, 2012	-		-				-		-	-	-		5,500		5,500

Shares issued for cash in a private placement at $0.10 per share on November 2, 2012, net of offering costs	-	-	300,000	30	29,970	30,000
Shares issued for cash in a private placement at $0.10 per share on November 3, 2012, net of offering costs	-	-	10,000	1	999	1,000
Shares issued for cash in a private placement at $0.10 per share on November 5, 2012, net of offering costs	-	-	210,000	21	20,979	21,000
Shares issued for cash in a private placement at $0.10 per share on November 6, 2012, net of offering costs	-	-	60,000	6	5,994	6,000
Shares issued for public relation consulting at $0.10 per share on November 6, 2012	-	-	15,000	2	1,498	1,500
Shares issued for cash in a private placement at $0.10 per share on November 7, 2012, net of offering costs	-	-	100,000	10	9,990	10,000
Shares issued for cash in a private placement at $0.10 per share on November 8, 2012, net of offering costs	-	-	350,000	35	34,965	35,000
Shares issued for cash in a private placement at $0.10 per share on November 9, 2012, net of offering costs	-	-	50,000	5	4,995	5,000
Shares issued for payment for account payable invoices at $0.10 per share on November 15, 2012	-	-	200,000	20	19,980	20,000
Shares issued for cash in a private placement at $0.10 per share on November 27, 2012, net of offering costs	-	-	50,000	5	4,995	5,000
Shares issued for cash in a private placement at $0.10 per share on November 28, 2012, net of offering costs	-	-	500,000	50	49,950	50,000
Shares issued for cash in a private placement at $0.10 per share on November 30, 2012, net of offering costs	-	-	500,000	50	49,950	50,000
Shares issued for cash in a private placement at $0.10 per share on December 5, 2012, net of offering costs	-	-	70,000	7	6,993	7,000
Shares issued for cash in a private placement at $0.10 per share on December 6, 2012, net of offering costs	-	-	120,000	12	11,988	12,000
Shares issued for cash in a private placement at $0.10 per share on December 13, 2012, net of offering costs	-	-	95,000	10	9,490	9,500
Shares issued for payment of a notes payable at $0.10 per share on December 14, 2012	-	-	751,368	75	75,062	75,137

F-6

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on December 14, 2012, net of offering costs		-			-	500,000		50			21,583													21,633
Shares subscribed for payment, 500,000 shares at $0.10 per share on September 27, 2012	-		-						-			-			-			-			50,000					50,000
Shares issued for cash in a private placement at $0.10 per share on December 15, 2012, net of offering costs		-			-	50,000		5			4,995													5,000
Shares subscribed for payment, 380,000 shares at $0.10 per share on September 28, 2012	-		-						-			-			-			-			38,000					38,000
Shares issued for cash in a private placement at $0.10 per share on January 14, 2013, net of offering costs		-			-	45,000		5			4,495													4,500
Shares issued for common stock subscribed	-		-						935,000			94			93,406						(93,500	)				-
Shares issued for settlement of an account payable at $0.10 per share on January 16, 2013		-			-	130,000		13			12,987													13,000
Shares issued for agreement to cancel royalty agreement, 50,000 shares on October 1, 2012	-		-						50,000			5			4,995						(5,000	)				-
Shares issued for cash in a private placement at $0.10 per share on January 22, 2013, net of offering costs		-			-	40,000		4			3,996													4,000
Shares issued for payment for account payable invoices at $0.42 per share on October 1, 2012	-		-						100,000			10			42,693											42,703
Stock option expense for vested options granted January 29, 2013											838,115													838,115
Shares issued for payment for account payable invoices at $0.10 per share on October 1, 2012	-		-						25,000			3			2,497											2,500
Shares issued for cash in a private placement at $0.10 per share on March 27, 2013, net of offering costs		-			-	100,000		10			4,317													4,327
Shares issued for cash in a private placement at $0.10 per share on October 24, 2012, net of offering costs	-		-						1,000,000			100			99,900											100,000
Shares issued for cash in a private placement at $0.10 per share on April 8, 2013, net of offering costs		-			-	100,000		10			4,317													4,327
Shares issued for cash in a private placement at $0.10 per share on October 30, 2012, net of offering costs	-		-						100,000			10			9,990											10,000
Shares issued for consulting services performed at $0.10 per share on June 7, 2013		-			-	200,000		20			19,980													20,000
Shares issued for cash in a private placement at $0.10 per share on June 12, 2013, net of offering costs		-			-	50,000		5			2,158													2,163
Shares issued for payment of a notes payable at $0.10 per share on June 21, 2013		-			-	700,000		70			30,217													30,287
Shares issued for marketing consulting at $0.10 per share on June 21, 2013		-			-	250,000		25			24,975													25,000
Net (loss) for the year																				(2,012,782	)			(2,012,782	)
Balances, June 30, 2013		10,000		$	1	86,822,868	$	8,686		$	4,829,967		$	(14,753	)	$	-		$	(3,377,557	)		$	1,446,344
The accompanying notes are an integral part of these financial statements

F-7

RELIABRAND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the years ended
	June 30,
	2013			2012
OPERATING ACTIVITIES
Net (loss)	$	(2,012,782	)	$	(822,702	)
Adjustments to reconcile net income (loss) to net cash used by
operating activities:
Stock issued for services		24,500			40,000
Stock compensation - officers		838,115			-
Depreciation and amortization		144,059			80,993
Inventory impairment		20,722			110,397
Loss on abandonment of patents		181,633			-
Bad debt expense		-			68,491
Changes in operating assets and liabilities:
Accounts receivable		(41,929	)		-
Prepaid expenses		(40,667	)		(16,787	)
Inventory		(128,533	)		(272,481	)
Accrued interest - notes receivable		-			(3,355	)
Accounts payable		197,067			89,532
Accounts payable - related party		9,364			-
Accrued liabilities		16,476			5,559
Accrued interest - notes payable		3,359			1,363
NET CASH (USED BY) OPERATING ACTIVITIES		(788,616	)		(718,990	)
INVESTING ACTIVITIES
Cash received from the BC Ltd. asset acquisition		-			3,705
Purchase of property and equipment		(93,543	)		(14,814	)
Increase in capitalized patent costs		-			(4,343	)
Increase in intellectual properties		-			(92,316	)
Increase in product molds		(76,300	)		-
NET CASH (USED BY) INVESTING ACTIVITIES		(169,843	)		(107,768	)
FINANCING ACTIVITIES
Proceeds from sale of common stock		787,184			422,562
Proceeds from shareholder advances/ notes		165,981			77,808
Proceeds from notes payable		-			343,890
Repayment of shareholder advances		(11,465	)		(20,128	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		941,700			824,132
NET (DECREASE) IN CASH		(16,759	)		(2,626	)
CASH, BEGINNING OF PERIOD		27,247			29,873
CASH, END OF PERIOD	$	10,488		$	27,247
CASH PAID FOR INTEREST	$	-		$	5,278

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on October 31, 2012, net of offering costs	-	-	150,000	15	14,985	15,000

Shares issued for cash in a private placement at $0.10 per share on November 2, 2012, net of offering costs	-	-	300,000	30	29,970	30,000

Shares issued for cash in a private placement at $0.10 per share on November 3, 2012, net of offering costs	-	-	10,000	1	999	1,000

Shares issued for cash in a private placement at $0.10 per share on November 5, 2012, net of offering costs	-	-	210,000	21	20,979	21,000

Shares issued for cash in a private placement at $0.10 per share on November 6, 2012, net of offering costs	-	-	60,000	6	5,994	6,000

Shares issued for public relation consulting at $0.10 per share on November 6, 2012	-	-	15,000	2	1,498	1,500

Shares issued for cash in a private placement at $0.10 per share on November 7, 2012, net of offering costs	-	-	100,000	10	9,990	10,000

Shares issued for cash in a private placement at $0.10 per share on November 8, 2012, net of offering costs	-	-	350,000	35	34,965	35,000

F-8

CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS' ~~FLOWS~~EQUITY (DEFICIT) - continued

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued for cash in a private placement at $0.10 per share on November 9, 2012, net of offering costs	-			-				50,000	5	4,995	5,000
B.C. Ltd asset acquisition
Shares issued for payment for account payable invoices at $0.10 per share on November 15, 2012	-			-				200,000	20	19,980	20,000
Fair value of assets acquired		$	-		$	-
Shares issued for cash in a private placement at $0.10 per share on November 27, 2012, net of offering costs	-			-				50,000	5	4,995	5,000
Less liabilities assumed			-			-
Shares issued for cash in a private placement at $0.10 per share on November 28, 2012, net of offering costs	-			-				500,000	50	49,950	50,000
Net assets acquired			-			-
Shares issued for cash in a private placement at $0.10 per share on November 30, 2012, net of offering costs	-			-				500,000	50	49,950	50,000
Less shares issued			-			(3,705	)
Shares issued for cash in a private placement at $0.10 per share on December 5, 2012, net of offering costs	-			-				70,000	7	6,993	7,000
Net cash acquired		$	-		$	(3,705	)
Shares issued for cash in a private placement at $0.10 per share on December 6, 2012, net of offering costs	-			-				120,000	12	11,988	12,000
Shares issued for website development
Website development		$	-		$	(13,125	)
Common stock issued			-			13,125
		$	-		$	-
Debt Converted to Common Stock Subscribed
Accounts payable		$	(37,949	)	$	(5,000	)
Accounts payable - related party			-			(93,555	)
Notes payable			-			(248,636	)
Accrued interest			-			(1,364	)
Note Payable - shareholder			(145,137	)		(156,445	)
Purchase of property and equipment			(42,704	)		-
Contingent royalties			39,713			-
Common stock subscribed			186,077			505,000
		$	-		$	-
Shares issued for common stock subscribed
Common stock subscribed		$	853,705		$	-
Common stock issued			(853,705	)		-
		$	-		$	-
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-9

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on December 13, 2012, net of offering costs	-	-	95,000	10	9,490	9,500

Shares issued for payment of a notes payable at $0.10 per share on December 14, 2012	-	-	751,368	75	75,062	75,137

Shares issued for cash in a private placement at $0.10 per share on December 14, 2012, net of offering costs	-	-	500,000	50	21,583	21,633

Shares issued for cash in a private placement at $0.10 per share on December 15, 2012, net of offering costs	-	-	50,000	5	4,995	5,000

Shares issued for cash in a private placement at $0.10 per share on January 14, 2013, net of offering costs	-	-	45,000	5	4,495	4,500

Shares issued for settlement of an account payable at $0.10 per share on January 16, 2013	-	-	130,000	13	12,987	13,000

Shares issued for cash in a private placement at $0.10 per share on January 22, 2013, net of offering costs	-	-	40,000	4	3,996	4,000

Stock option expense for vested options granted January 29, 2013					838,115	838,115

F-10

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on March 27, 2013, net of offering costs	-	-					100,000	10	4,317						4,327

Shares issued for cash in a private placement at $0.10 per share on April 8, 2013, net of offering costs	-	-					100,000	10	4,317						4,327

Shares issued for consulting services performed at $0.10 per share on June 7, 2013	-	-					200,000	20	19,980						20,000

Shares issued for cash in a private placement at $0.10 per share on June 12, 2013, net of offering costs	-	-					50,000	5	2,158						2,163

Shares issued for payment of a notes payable at $0.10 per share on June 21, 2013	-	-					700,000	70	30,217						30,287

Shares issued for marketing consulting at $0.10 per share on June 21, 2013	-	-					250,000	25	24,975						25,000

Net (loss) for the year													(2,012,782	)	(2,012,782	)
Balances, June 30, 2013	10,000	1	-	-	-	-	86,822,868	8,686	4,829,967	(14,753	)	-	(3,377,557	)	1,446,344

Shares issued for cash in a private placement at $0.10 per share on July 15, 2013, net of issuance costs, including allocations to royalty agreements of $11,347	-	-					200,000	20	8,633						8,653

F-11

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for settlement of an account payable at $0.10 per share on July 23, 2013	-	-	191,000	19	18,981	19,000

Shares issued for cash in a private placement at $0.1667 per share on July 24, 2013, net of issuance costs, including allocations to royalty agreements of $233,360	-	-	3,000,000	300	266,340	266,640

Shares issued for cash in a private placement at $0.10 per share on July 25, 2013, net of issuance costs, including allocations to royalty agreements of $28,367	-	-	500,000	50	21,583	21,633

Shares issued for settlement of an account payable at $0.1136 per share on July 26, 2013, net of issuance costs, including allocations to royalty agreements of $22,693	-	-	400,000	39	22,708	22,747

Shares issued for marketing consulting at $0.10 per share on July 26, 2013	-	-	200,000	20	19,980	20,000

Shares issued for cash in a private placement at $0.10 per share on September 6, 2013, net of issuance costs, including allocations to royalty agreements of $2,837	-	-	50,000	5	2,158	2,163

F-12

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for consulting services rendered at $0.20 per share on September 30, 2013	-	-	20,000	2	3,998	4,000

Shares issued for cash in a private placement at $0.10 per share on October 1, 2013, net of issuance costs, including allocations to royalty agreements of $5,673	-	-	100,000	10	4,317	4,327

Shares issued for cash in a private placement at $0.10 per share on October 2, 2013, net of issuance costs, including allocations to royalty agreements of $17,020	-	-	300,000	30	12,950	12,980

Shares issued for cash in a private placement at $0.10 per share on October 4, 2013, net of issuance costs, including allocations to royalty agreements of $11,347	-	-	200,000	20	8,633	8,653

Shares issued for cash in a private placement at $0.10 per share on October 14, 2013, net of issuance costs, including allocations to royalty agreements of $5,673	-	-	100,000	10	4,317	4,327

F-13

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on October 23, 2013, net of issuance costs, including allocations to royalty agreements of $2,837	-	-	50,000	5	2,158	2,163

Shares issued for cash in a private placement at $0.10 per share on October 25, 2013, net of issuance costs, including allocations to royalty agreements of $2,837	-	-	50,000	5	2,158	2,163

Shares issued for consulting services rendered at $0.10 per share on November 4, 2013	-	-	500,000	50	49,950	50,000

Shares issued for cash in a private placement at $0.10 per share on November 18, 2013, net of issuance costs, including allocations to royalty agreements of $149,316	-	-	4,250,000	425	275,259	275,684

Shares issued for cash in a private placement at $0.10 per share on November 21, 2013, net of issuance costs, including allocations to royalty agreements of $11,347	-	-	200,000	20	8,633	8,653

F-14

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for cash in a private placement at $0.10 per share on November 25, 2013, net of issuance costs, including allocations to royalty agreements of $2,837	-	-	50,000	5	2,158		2,163

Shares issued for consulting services rendered at $0.10 per share on November 29, 2013	-	-	40,000	4	3,996		4,000

Shares issued for settlement of an account payable at $0.10 per share on January 20, 2014	-	-	167,500	17	16,733		16,750

Shares issued for cash in a private placement at $0.10 per share on January 2, 2014, net of issuance costs, including allocations to royalty agreements of $7,500	-	-	750,000	75	(75	)	-

Shares issued for asset purchase at $0.10 per share on February 6, 2014	-	-	250,000	25	24,975		25,000

F-15

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Shares issued for consulting services rendered at $0.10 per share on March 3, 2014	-	-			60,000		6		5,994					6,000

Shares cancelled for marketing consulting at $0.10 per share originally issued on June 21, 2013	-	-			(250,000	)	(25	)	(24,975	)				(25,000	)

Shares subscribed for payment, 25,000 shares at $0.10 per share on March 30, 2014	-	-			-		-		-		-	250,000		250,000

Stock option expense for vested options granted November 22, 2013									21,000					21,000

Shares issued for consulting services rendered at $0.10 per share on April 8, 2014	-	-			60,000		6		5,994					6,000

Shares issued for consulting services rendered at $0.10 per share on April 8, 2014	-	-			60,000		6		5,994					6,000

Shares issued for cash in a private placement at $0.10 per share on April 1, 2014, net of offering costs	-	-			150,000		15		14,985					15,000

Preferred Shares issued for cash in a private placement at $10.00 per share on April 1, 2014, net of offering costs	-	-	250,000	3	-		-		249,997			(250,000	)	-

F-16

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - continued

Preferred Shares issued for cash in a private placement at $10.00 per share on May 5, 2014, net of offering costs	-		-				25,000		2	-		-			249,998										250,000

Subscription receviable for shares previously issued																	(50,000	)							(50,000	)

Miscellaneous stock rounding										3		(3	)		2										(2	)

Net (loss) for the year																						(1,106,996	)		(1,106,996	)
Balances, June 30, 2014	10,000	$	1	-	$	-	50,000	$	5	98,471,371	$	9,847		$	6,139,499	$	(64,753	)	$	-	$	(4,484,553	)	$	1,600,046




The accompanying notes are an integral part of these financial statements

F-17

RELIABRAND, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended
	June 30,
	2014			2013

OPERATING ACTIVITIES
Net loss	$	(1,106,996	)	$	(2,012,782	)
Adjustments to reconcile net loss to net cash used by
operating activities:
Stock issued for services		71,500			24,500
Stock compensationn - officers		-			838,115
Stock options expense		21,000			-
Depreciation and amortization		171,687			144,059
Inventory impairment		-			20,722
Loss on abandonment of patents		-			181,633
Changes in operating assets and liabilities:
Accounts receivable		(16,125	)		(41,929	)
Prepaid expenses		(278,645	)		(40,667	)
Inventory		(278,242	)		(128,533	)
Accounts payable		(48,228	)		197,067
Accounts payable - related party		(21,654	)		9,364
Accrued liabilities		1,556			16,476
Accrued interest - notes payable		8,357			3,359


NET CASH USED BY OPERATING ACTIVITIES		(1,475,790	)		(788,616	)

INVESTING ACTIVITIES
Purchase of property and equipment		(6,049	)		(93,543	)
Increase in product molds		-			(76,300	)

NET CASH (USED BY) INVESTING ACTIVITIES		(6,049	)		(169,843	)

FINANCING ACTIVITIES
Proceeds from sale of common stock		1,644,500			787,184
Proceeds from shareholder advances/ notes		1,658			165,981
Repayments of notes payable		(23,300	)		-
Repayment of shareholder advances		(12,745	)		(11,465	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		1,660,114			941,700

NET INCREASE IN CASH		178,274			(16,759	)

CASH, BEGINNING OF PERIOD		10,488			27,247

CASH, END OF PERIOD	$	188,763		$	10,488


CASH PAID FOR INTEREST	$	187		$	-

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Debt Converted to Common Stock Subscribed
Accounts payable	$	(106,190	)	$	(37,949	)
Note Payable - shareholder		-			(145,137	)
Purchase of property and equipment		-			(42,704	)
Purchase of intellectual properties		25,000			-
Contingent Royalties		-			39,713
Common stock subscribed		81,190			186,077
					-
Shares issued for common stock subscribed
Common stock subscribed	$	-		$	853,705
Common stock issued		-			(853,705	)



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-18

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, ~~2013~~2014 and ~~2012~~2013

NOTE 1 – HISTORY, NATURE OF OPERATIONS, AND BASIS OF PRESENTATION

History, Nature of Operations and Basis of Presentation

Reliabrand, Inc. (the Company, we, us, our, RLIA), formerly known as A&J Venture Capital Group, Inc., Alco Energy Corp., and Startale Group, Inc., is a Nevada corporation, formed February 22, 2007. Since inception we have had minimal operations and not earned any significant revenues to date, in the ~~current~~ year ended June 30, 2013, we have commenced sales of our products, and have started our marketing program. We are in the process of establishing ourselves as a company that will focus its operations on developing the Adiri brand of products and sell them in the open markets. Adiri was one of the first baby bottle manufacturers to offer BPA-free products when it was launched in 2007. The Adiri Natural Nurser bottle achieved more international design recognition than any other bottle of any kind in history, winning 15 internationally recognized product design competitions including tying for first place in the D&AD Design Award (known as the “Yellow Pencils”) in 2008 with the “Apple iPod Touch” from 23,000 international product submissions. The iconic and patented “natural breast shape” and “petal vent” are among the features that reduced colic and improved the infant feeding experiences which led to Adiri earning the prestigious Gold MDEA (Medical Design Excellence Award) along with the design firm Whipsaw, Inc. in 2008. We are currently developing a newer version of the baby bottle that Adiri was previously producing and it will be free of Estrogenic Activity (EA) as well as being BPA-free (Note 5). The Company intends to aggressively promote and market the bottles and accessories and plan to secure retail distribution outlets for the bottles. The Company’s year-end is June 30. In the fourth quarter of fiscal year 2013, the Company’s management determined that it exited the development stage, as defined in FASB ASC 915-10. The Company had adjusted its financial statement presentation accordingly.

Business Composition

On January 20, 2011, we entered into an Asset Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“BC Ltd”), a British Columbia, Canadian company. The Agreement provided for us to acquire multiple patents and trademarks acquired by BC Ltd through a receivership proceeding of Adiri, Inc. (Adiri”). Adiri was granted the initial patents and trademarks. These patents and trademarks relate to a baby bottle and related components that BC Ltd expended approximately $1,500,000 in cash in acquiring and further development; as of December 31, 2010 the patents, and related expenses to acquire and maintain the patents, had a net book value, which approximates fair value, of $1,436,768. As part of the Agreement, the Company also acquired $100,000 in cash, total note receivables and accrued interest in the amount of $63,296 owed by Watergeeks, Inc, a related party entity, to BC Ltd, resin inventory of $8,160, pacifier inventory of $6,000, product molds of $5,266, assumed an executory contract with a plastics manufacturer, and assumed accounts payable of approximately $45,176. In exchange, at the closing on April 26, 2011 we issued 35,000,000 shares of our common stock, par value $.001, post-split

On March 16, 2012, we entered into a Share Purchase Agreement (the “agreement 2”) with 0875505 B.C. Ltd. (“BC Ltd”), a British Columbia, Canadian company to acquire the company through a share exchange. As noted above, we had already purchased all the assets and liabilities from the company in the above agreement. We decided to purchase the equity in BC Ltd because while we were beginning the process to transfer the patents and trademarks to our company name, we found the process to be very costly and very lengthy. Whereas if we acquired the BC Ltd as a wholly owned subsidiary we would own the patents and trademarks without completing the transfer process, which was most cost effective for our company with our limited cash reserves, and offered the quickest and most cost effective remedy to protect our interests and our shareholders assets. In exchange for the shares of stock of BC Ltd, we agreed to issue to the shareholders of BC Ltd 50,000 shares of our restricted common stock, as of June 30, 2012, these shares are pending to be issued, and were issued on September 11, 2012. We would also acquired the remaining cash of approximately $3,705 USD.

F-19

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2014 and 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).

Consolidation Policy

The accompanying June 30, ~~2013~~2014 financial statements include the Company’s accounts and the accounts of its subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. The Company’s ownership of its subsidiary as of June 30, ~~2013~~2014 is as follows:

Name of Subsidiary		Percentage of Ownership
0875505 B.C. Ltd.		100.00%

Our operations are treated as one operating segment. All inter-company balances and transactions have been eliminated.

F-10

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2013 and 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Liquidity and Capital Resources

The Company anticipates that revenue for fiscal year ~~2014~~2015 may be insufficient to fully cover it’s expenses. The Company also expects to continue to incur substantial expenses relating to its marketing and sales efforts. As a result, the Company expects to incur losses over the next year unless it is able to realize additional revenues under any current or future agreements. The timing and amounts of such revenues, if any, cannot be predicted with certainty. Accordingly, results of operations for any period may be unrelated to the results of operations for any other period.

The Company will likely need to raise and is pursuing additional funds through strategic collaborations, public or private equity or debt financing, or other funding sources. This funding may not be available on acceptable terms, or at all, and may be dilutive to shareholder interests. If sufficient capital is not available, the Company may be required to delay, reduce the scope of or eliminate one or more of its product offerings, any of which could have a material adverse effect on its business. If the Company is not able to secure additional capital by the end of its fiscal year, it may be forced to terminate operations altogether in ~~2014~~2015.

Basis of Consolidation

The consolidated financial statements include the accounts of Reliabrand, Inc. and its wholly owned subsidiary, BC Ltd.

Going Concern

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have sustained operating losses since inception.

As of June 30, ~~2013~~2014 we have a working capital ~~deficit~~surplus of $~~369~~293,974, and accumulated deficit of $34,~~377~~484,~~557~~553. During the year ended June 30, ~~2013~~2014 we had a net loss of $21,~~012~~106,~~782~~996 and cash used in operating activities of $~~788~~1,~~616~~475,790. There is substantial doubt regarding the Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan. Since inception we have funded our operations through the issuance of common stock and related party loans and advances, and will seek additional debt or equity financing as required. However, there can be no assurances the ~~the~~ Company will be successful in these pursuits. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase that are readily convertible to cash to be cash equivalents.

F-20

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2014 and 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Concentration in Sales and Accounts Receivables to Few Customers

In the year ended June 30, ~~2013~~2014, our WalMart Canada and miscellaneous wholesale CFO Group sales accounted for 3053.8602% and 161.3635%, respectively, of our revenues. In the year ended June 30, 2013, our North American and Russian sales accounted for 83.64% and 16.36%, respectively, of our revenues. In the year ended June 30, ~~2013~~2014 our WalMart Canada and miscellaneous wholesale vendors receivables accounted for 95.49% and 4.51%, respectively, of our receivable balances. In the year ended June 30, 2013 our WalMart Canada and CFO Group account receivables accounted for 89.34% and 10.43%, respectively, of our receivable balances.

Income Taxes

The Company accounts for income taxes under the liability method, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. Tax returns are subject to examination by taxing authorities and returns for fiscal years ~~2008~~2010 – ~~2012~~2014 are still open.

Earnings (Loss) Per Common Share

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include dilutive options, warrants, and other potential common stock outstanding during the period. There have been no potentially dilutive common shares issued from inception.

F-11

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2013 and 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Reclassifications

Certain amounts in the ~~2012~~2013 consolidated financial statements have been reclassified to conform to the ~~2013~~2014 presentation.

Fair Value of Financial Instruments

In January 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), to value its financial assets and liabilities. The adoption of ASC 820 did not have a significant impact on the Company’s results of operations, financial position or cash flows. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. Standards ~~define~~defines fair value as the exchange price that would be paid by an external party for an asset or liability (exit price).

ASC 820, "Fair Value Measurements and Disclosures" establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair values into three levels as follows:

·	Level 1 – Active market provides unadjusted quoted prices for identical assets or liabilities that the company has the ability to access;
·	Level 2 – Quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in inactive markets. Level 2 inputs include those other than quoted prices that are observable for the asset or liability and that are derived principally from, or corroborated by, observable market data by correlation of other means. If the asset or liability has a specified term the Level 2 input must be observable for substantially the full term of the asset or liability; and
·	Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, ~~2013~~2014. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

F-21

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2014 and 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments which include cash, inventory, notes receivable, accounts payable, and notes payable are valued using Level 1 inputs and are immediately available without market risk to principal. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature. The Company does not have other financial assets that would be characterized as Level 2 or Level 3 assets.

Use of Estimates in the Preparation of Consolidated financial statements

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Accordingly, actual results could differ from those estimates and assumptions.

Foreign Currency Translation

The consolidated financial statements are presented in United States dollars, since the functional currency of the Company is U.S. dollars; the foreign currency consolidated financial statements of the Company’s subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities are re-measured using the foreign exchange rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders’ equity accounts and furniture and equipment are translated by using historical exchange rates. Any re-measurement gain or loss incurred is immaterial to the consolidated financial statements.

Accounts Receivable, Notes Receivable and Allowance for Doubtful Accounts

Accounts and Notes receivable are stated at ~~net~~face ~~realizable~~ value. The Company analyzes each note receivable each period for probability of collectability. Notes are considered in default when payments have not been received within the agreed upon terms, and are written off when management determines that collection is not probable. During June 30, 2012, we analyzed our receivables and determined that we had reason to doubt the collection of our notes receivable, from a related party, as such we recorded a bad debt impairment of $68,491, including three notes receivable and the associated accrued interest.

~~F-12~~The Company establishes the allowance for doubtful accounts using the specific identification method and may also provide a reserve in the aggregate. The estimates for calculating the aggregate reserve are based on historical information. As of June 30, 2014 and 2013, we have analyzed our accounts receivables and determined that no allowance is necessary.

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2013 and 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Accounts Receivable, Notes Receivable and Allowance for Doubtful Accounts - continued

The Company establishes the allowance for doubtful accounts using the specific identification method and may also provide a reserve in the aggregate. The estimates for calculating the aggregate reserve are based on historical information. As of June 30, 2013, we have analyzed our accounts receivables and determined that no allowance is necessary.

Furniture and Computer Equipment

Furniture and computer equipment are stated at cost less accumulated depreciation. Maintenance and repairs are charged to operations as incurred. Depreciation is based on the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in operations in the period realized. Accelerated depreciation methods are generally used for income tax purposes.

Depreciation

Depreciation is computed on the straight-line method net of salvage value with useful lives as follows:

	Office furniture and equipment	5 years
	Leasehold improvements	Term of lease

Inventory

The only component of inventory is finished goods inventory, valued on a first in first out basis, and includes production cost, product freight in, and packaging costs. Slow moving and obsolete inventories are written down based on a comparison of on-hand quantities to historical and projected usages (see Note 4). Additionally, reserves for non-cancelable open purchase orders for components the Company is obligated to purchase in excess of projected usage, or for open purchase orders where the market price is lower than the purchase order price, if any, are recorded as other accrued expenses on the balance sheet. As of June 30, ~~2013~~2014 and ~~2012~~2013, we did not have any such accrued expenses.

F-22

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2014 and 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Intangible Assets

Patents

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid since the Company’s inception.

Revenue Recognition

Shipping and Handling

Shipping and handling costs of $1215,~~836~~910 and $212,~~792~~836 for the years ended June 30, ~~2013~~2014 and ~~2012~~2013, respectively, are included in cost of sales and general and administrative expenses, respectively.

F-13

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2013 and 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Advertising Costs

The Company expenses advertising costs when incurred. During the years ended June 30, ~~2013~~2014 and ~~2012~~2013, we had $93142,~~570~~198 and $5193,~~710~~570 in expenditures on advertising, respectively.

Stock-Based Compensation

Impairment of long lived assets

The Company reviews the recoverability of the carrying value of long-lived assets using the methodology prescribed in ASC 360 "Property, Plant and Equipment." The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon such an occurrence, recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows to which the assets relate, to the carrying amount. If the asset is determined to be unable to recover its carrying value, it is written down to fair value. Fair value is determined based on discounted cash flows, appraised values or other information available in the market, depending on the nature of the assets.

~~The Company reviews the carrying value of goodwill and non~~F-amortizable intangible assets using the methodology prescribed in ASC 350, "Intangibles—Goodwill and Other." ASC 350 requires that the Company not amortize goodwill and intangible assets with indefinite lives, but instead subject them to impairment tests on at least an annual basis and whenever circumstances suggest that they may be impaired. The Company tests its goodwill and non-amortizable intangible assets for impairment on an annual basis at the end of its June fiscal year. ASC 350 requires the Company to perform a two-step impairment test. Under the first step of the goodwill impairment test, the Company is required to compare the fair value of the asset with its carrying amount, including goodwill. If the fair value of an asset exceeds its carrying amount, goodwill is not considered impaired and the Company does not perform the second step. If the results of the first step impairment test indicate that the fair value of a reporting unit does not exceed its carrying amount, then the second step of the goodwill impairment test is required. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The impairment loss is measured by the excess of the carrying amount of the reporting unit goodwill over the implied fair value of that goodwill. As of June 30, 2013, we did recognize write off in our patents, see Note 5, and in the year ended June 30, 2012, the Company did not recognize any impairment associated with long lived assets.23

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2014 and 2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

The Company reviews the carrying value of goodwill and non-amortizable intangible assets using the methodology prescribed in ASC 350, "Intangibles—Goodwill and Other." ASC 350 requires that the Company not amortize goodwill and intangible assets with indefinite lives, but instead subject them to impairment tests on at least an annual basis and whenever circumstances suggest that they may be impaired. The Company tests its goodwill and non-amortizable intangible assets for impairment on an annual basis at the end of its June fiscal month. ASC 350 requires the Company to perform a two-step impairment test. Under the first step of the goodwill impairment test, the Company is required to compare the fair value of the asset with its carrying amount, including goodwill. If the fair value an asset exceeds its carrying amount, goodwill is not considered impaired and the Company does not perform the second step. If the results of the first step impairment test indicate that the fair value of a reporting unit does not exceed its carrying amount, then the second step of the goodwill impairment test is required. The second step of the goodwill impairment test compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The impairment loss is measured by the excess of the carrying amount of the reporting unit goodwill over the implied fair value of that goodwill. As of June 30, 2013, we did recognize write off in our patents, see Note 5, and in the year ended June 30, 2014, the Company did not recognize any impairment associated with long lived assets.

General Accounting Policy for Contingencies

Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed.

~~F-14~~ Recently Issued Accounting Standards

We have examined all recent accounting pronouncements and believe that none of them will have a material impact on the consolidated financial statements of the Company, except for the following:

In May 2014, the FASB released ASU 2014-9 - Accounting Standards Update 2014-9, Topic 606: Revenue from Contracts with Customers that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. This guidance becomes effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently assessing the impact that this standard will have on its financial statements.

F-24

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, ~~2013~~2014 and ~~2012~~2013

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

~~Recently~~ASU ~~Issued~~2014-15, ~~Accounting~~Presentation ~~Standards~~of Financial Statements Going Concern (Subtopic 205-40) (ASU 2014-15), is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. ASU 2014-15 requires management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. We, do not expect the adoption of ASU 2014-15 to have material impact on our consolidated financial statements, although there may be additional disclosures upon adoption.

WeOther ~~have~~pronouncements ~~examined~~issued ~~all~~by ~~recent~~the FASB or other authoritative accounting ~~pronouncements~~standards ~~and~~groups ~~believe~~with ~~that~~future ~~none~~effective ofdates ~~them~~are ~~will~~either ~~have~~not aapplicable ~~material~~or ~~impact~~are onnot ~~the~~expected ~~consolidated~~to ~~financial~~be ~~statements~~significant ofto the ~~Company,~~financial ~~except~~statements ~~for~~of the ~~following:~~Company.

In July 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. With the ASU, a company testing indefinite-lived intangibles for impairment now has the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with current guidance. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The amendments were effective for annual and interim goodwill impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	June 30, 2013			June 30, 2012
	June 30, 2014			June 30, 2013
Computer equipment	$	7,279		$	47,~~054~~279
Website		15,257			15,257
Office furniture and equipment		97103,~~477~~525			1197,~~310~~477
Leasehold improvements		46,855			--46,855
		166,868			30,621
		172,916			166,868
Less accumulated depreciation and amortization		(3496,~~455~~171	)		(134,~~825~~455	)
	$	~~132~~76,~~413~~745		$	28132,~~796~~413

	June 30, 2013			June 30, 2012
	June 30, 2014			June 30, 2013
Product production molds	$	173,882		$	97173,~~582~~882
Less accumulated amortization		(58116,~~319~~279	)		(1858,~~974~~319	)
	$	~~115~~57,~~563~~603		$	78115,~~608~~563

Depreciation was $3256,~~630~~631 and $132,~~875~~630 for the years ended June 30, ~~2013~~2014 and ~~2012~~2013, respectively.

The Company also recorded amortization of products molds expense for the years ended June 30, ~~2013~~2014 and ~~2012~~2013 of $3957,~~345~~960 and $1839,~~974~~345, respectively, as reflected in cost of goods sold on the accompanying Statement of Operations.

NOTE 4 – INVENTORY

Purchase Commitment

On September 6, 2011, we entered into a non-cancellable contract to purchase 72,000 baby bottles and components from a 3rd party supplier in the amount of $135,360, and we have fully pre-paid this commitment. In the year ended June 30, 2012, we purchased an additional $119,372 of inventory from the same 3rd party supplier; we have fully paid for all the product shipments. As of June 30, 2012, we found that we had defective and substandard products, we have checked our inventory and have destroyed and disposed of the unusable inventory and recorded an inventory loss of $110,397 which is reflected in our statement of operations. The Company had no such commitments as of June 30, 2014 or June 30, 2013.

~~F-15~~Inventory Write off

In accordance with our accounting policies, we have examined our inventory for obsolete inventory and determined that we had an inventory write down as of June 30, 2013 of $20,722 and is included in cost of goods on the accompanying statement of operations.

F-25

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, ~~2013~~2014 and ~~2012~~2013

NOTE 4 – INVENTORY - continued

Inventory Write off

In accordance with our accounting policies, we have examined our inventory for obsolete inventory and determined that we have an inventory write down as of June 30, 2013 of $20,722 and is included in cost of goods on the accompanying statement of operations.

NOTE 5 – INTELLECTUAL PROPERTIES AND PATENTS

Patents

Patents and licenses consist of the following:

	June 30, 2013			June 30, ~~2012~~2013
Adiri patents	$	800,552		$	1800,~~014,246~~552
Adiri trademarks		359,375			359,375
Adiri patent legal fees		43,828			-43,828
		1,203,755			1,~~373~~203,~~621~~755
Less accumulated amortization		(~~110~~162,~~296~~308	)		(70110,~~273~~296	)
	$	1,~~093~~041,~~459~~447		$	1,~~303~~093,~~348~~459
Plastic technology properties	$	100,000		$	100,000
Adiri patent legal fees		-			43,828
Sippy Straw technology		25,000			-
	$	~~100~~125,000		$	~~143~~100,~~828~~000

The Company has recorded amortization of patents expense for the years ended June 30, ~~2013~~2014 and ~~2012~~2013 of $7252,~~084~~097 and $6072,~~234~~084, respectively.

During the year ended June 30, 2013, we analyzed our patents in accordance with our accounting policies and determined that nine of our patents were no longer useful to the Company's existing and future operations. As such we recorded a net loss of $181,633, and is shown on the accompanying statement of operations. As of June 30, 2014, we determined that no additional impairment was necessary.

Asset purchase agreement

On January 2, 2014, we entered into an agreement to purchase certain assets own by an unrelated company in exchange for 250,000 shares of our restricted common stock valued at $0.10 or $25,000, plus a royalty of $0.31 per unit sold if the retail price is below $19.95, and $0.41 per unit sold if the retail price is $19.95 or more. If the Company decides in the future to not utilize the assets any further, the seller has the first right of refusal to repurchase them back for $37,500. The agreement also contains a non-competition clause for the seller.

NOTE 6 – NOTES PAYABLE TO SHAREHOLDERS

On ~~August~~March 261, ~~2011~~2012 the Company borrowed $~~203~~151,~~523~~410 (CDN$~~200~~150,000) from one of the Company’s shareholders. Inon ~~connection~~an ~~with~~uncollateralized, ~~the~~non-interest ~~above note~~bearing, ~~the~~demand ~~Company~~note ~~agreed~~that tomatures ~~restrictive~~on ~~covenants~~February on28, ~~substantially~~2013. ~~all~~On ofMay ~~its~~17, ~~assets~~2012, towe ~~maintain~~converted ~~them~~$56,156 ~~free~~USD of ~~indebtedness~~the orabove ~~liens,~~debt’s ~~and~~principal ~~that~~to weshares ~~will~~of ~~maintain~~ our ~~corporate~~restricted ~~status~~common stock at $0.04 per share. On ~~February~~December 2714, 2012, we ~~entered~~converted ~~into~~$75,137 anUSD, ~~extension~~or ~~of the above loan agreement~~751,368 ~~all~~shares ~~terms~~of ~~and~~our ~~conditions~~restricted ~~remain~~common ~~in full force~~stock, ~~the~~of ~~only change is~~ the ~~maturity~~above ~~date~~debt’s ~~was~~principal ~~extended~~into ~~from~~shares ~~the original date~~ of ~~February~~our ~~28,~~restricted ~~and~~common ~~extended~~stock toat ~~August~~$0.10 ~~31,~~per ~~2012~~share. OnAs ~~May~~of 17June 30, ~~2012~~2014 ~~the principal~~ and ~~interest~~2013, ofthe ~~this~~remaining ~~note~~balance ~~was converted to restricted shares~~ of ~~our~~$20,117 ~~common~~is ~~stock~~outstanding, ~~in its entirety~~respectively.

On ~~March~~October 123, 2012 the Company borrowed $~~151~~20,~~410~~130 (CDN$~~150~~20,000) from a company owned by one of the Company’s shareholders on an uncollateralized, ~~non-interest bearing,~~ demand note ~~that matures on February 28~~, ~~2013.~~bearing Ona ~~May~~8% ~~17,~~interest ~~2012,~~rate weper ~~converted~~annum ~~$56,166~~and ~~USD~~matures ofon ~~the~~January ~~above debt’s principal into shares of our restricted common stock at $0.04 per share. On December~~ 14, ~~2012,~~2013. weWe ~~converted~~accrued $751,~~137~~623 ~~USD,~~in orinterest ~~751,368~~expense ~~shares~~in ofconnection ~~our~~with ~~restricted~~this ~~common stock~~note, ofand the ~~above debt’s~~ principal ~~into~~and ~~shares~~interest ofare ~~our~~outstanding ~~restricted~~as ~~common stock at $0.10 per share. As~~ of June 30, ~~2013, the remaining balance of $20,117 is outstanding~~2014.

On October 23, 2012 the Company borrowed $20,130 (CDN$20,000) from a company owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and matures on January 14, 2013. We accrued $1,116 in interest expense in connection with this note, and both the principal and interest are outstanding as of June 30, 2013.F-26

On April 26, 2013 the Company borrowed $30,000 USD from the same company as above owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. We accrued $433 in interest expense in connection with this note, and both the principal and interest are outstanding as of June 30, 2013.

F-16

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, ~~2013~~2014 and ~~2012~~2013

NOTE 6 – NOTES PAYABLE TO SHAREHOLDERS - continued

On ~~June~~December 2614, ~~2013~~2012 the Company ~~borrowed~~received $2350,~~300~~000 USD ~~(CDN $24,500)~~ from the same company as above owned by one of the Company’s shareholders. onInitially this transaction was recorded as a subscription agreement. Subsequent to June 30, 2013 the parties renegotiated the agreement and the funds were reclassified as an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. WeThe related interest was accrued in the current year. As of June 30, 2014, we accrued $226,256 in interest expense in connection with this note, and ~~both~~ the principal and interest are outstanding as of June 30, ~~2013~~2014.

On February 15, 2013 the Company borrowed $50,000 USD from a company owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing ana 8% interest rate per annum. Repayment of this note shall be from sales of the Company’s products through WalMart Canada. For each check received from WalMart Canada, the Company shall pay five percent (5%) of the proceeds which shall be applied to the repayment of this Note, including principal and accrued interest. Upon satisfaction of this Note, the note holder shall be entitled to a 2.5% royalty on future sales of the Company’s products through WalMart Canada in perpetuity. WeDuring the years ended June 30, 2014 and 2013, we accrued $289 and $1,500, respectively, in interest expense in connection with this note, and on June 21, 2013, we converted $50,000 USD, or 500,000 shares of our restricted common stock, of the above debt’s principal into shares of our restricted common stock at $0.10 per share. As of June 30, ~~2013~~2014, we had no remaining balance outstanding.

On April 26, 2013 the Company borrowed $20,000 USD from the same company as above owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. We accrued $~~289~~404 in interest expense in connection with this note, and on June 21, 2013, we converted $20,000 USD, or 200,000 shares of our restricted common stock, of the above debt’s principal into shares of our restricted common stock at $0.10 per share. As of June 30, 2013, we had no remaining balance outstanding

~~The~~On ~~notes~~April ~~payable~~26, to2013 ~~shareholders~~the ~~balance~~Company ~~comprised~~borrowed $30,000 USD from the same company as above owned by one of the ~~below~~Company’s shareholders on an uncollateralized, ~~net~~demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. As of June 30, 2014 and 2013, we accrued $2,433 and $433, respectively, in interest expense in connection with this note. As of $3June 30,~~360:~~ 2014 and 2013, the entire principal amount is outstanding.

	June 30,		June 30,
Description	2013		2012
Uncollateralized note to a related entity bearing no interest per annum which matures on February 28, 2013.	$	20,117	$	95,254
Uncollateralized note to a related entity bearing 8% interest per annum.		30,000		-
Uncollateralized note to a related entity bearing 8% interest per annum.		23,300		-
Uncollateralized note to a related entity bearing 8% interest per annum which matures on January 14, 2013.		20,130		-
Total liabilities		93,547		95,254
Less current liabilities		93,547		95,254
Total long term liabilities	$	-0-	$	-0-

On June 26, 2013 the Company borrowed $23,300 USD (CDN $24,500) from the same company as above owned by one of the Company’s shareholders on an uncollateralized, demand note, bearing a 8% interest rate per annum and is payable upon demand of the note holder. As of June 30, 2014 and 2013, we accrued $321 and $21, respectively, in interest expense in connection with this note. On August 2013, we repaid the entire balance due. As of June 30, 2014, only the interest accrued is outstanding.

The notes payable to shareholders balance comprised of the below, net of accrued interest of $11,718.

	June 30,		June 30,
Description	2014		2013
Uncollateralized note to a related entity bearing no interest per annum which matured on February 28, 2013.	$	20,117	$	20,117
Uncollateralized note to a related entity bearing 8% interest per annum.		--		23,300
Uncollateralized note to a related entity bearing 8% interest per annum.		50,000		--
Uncollateralized note to a related entity bearing 8% interest per annum.		30,000		30,000
Uncollateralized note to a related entity bearing 8% interest per annum which matured on January 14, 2013.		20,130		20,130
Total liabilities		120,247		93,547
Less current liabilities		120,247		93,547
Total long term liabilities	$	-0-	$	-0-

All notes are payable on demand and appropriately classified as current liabilities.

F-27

RELIABRAND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended June 30, 2014 and 2013

Filing Compare · RELIABRAND INC.