UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2012~~2013

Commission file number: 001-32032

Dewmar International BMC, Inc. ~~(Exact Name of Registrant as Specified in its Charter)~~

Nevada		83-0375241
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

Nevada

26-4465583

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

132 E. Northside Dr. Suite C

Clinton, MS 39056

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (601) 488-4360

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

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value~~(Title of class)~~

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]

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

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

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

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



Large Accelerated Filer [ ]	Accelerated Filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

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

The Company’s common stock, $.001 par value is traded on the OTCBB exchange.

The number of shares outstanding of the issuer’s common stock, $.001 par value, asAugust ~~of April 15~~7, ~~2013~~2015 was ~~113~~2,~~611~~697,~~685~~653,513.

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

~~Dewmar International BMC, Inc.~~2

~~Form~~Table ~~10-K Annual ReportTable~~ of Contents

PART I
Item 1.	Business	4	2
Item 1A.	Risk Factors	8	13
Item 1B.	Unresolved Staff Comments	12	17
Item 2.	Properties	12	17
Item 3.	Legal Proceedings	12	17
Item 4.	Mine Safety Disclosures	13	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13	19
Item 6.	Selected Financial Data	13	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16	22
Item 8.	Financial Statements and Supplementary Data	16	22
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	16	22
Item 9A(T).	Controls And Procedures	17	22
Item 9B.	Other Information	17	23
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	18	23
Item 11.	Executive Compensation	20	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	21	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	22	28
Item 14.	Principal Accountant Fees and Services	23	29
PART IV
Item 15.	Exhibits and Financial Statement Schedules	24	30

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to Dewmar International BMC, Inc.

PART 1

ITEM 1. BUSINESS.

CORPORATE BACKGROUND

On October 28, 2011, pursuant to an Exchange Agreement (“Agreement”), Dewmar International BMC, Inc. (fka Convenientcast, Inc.) the “Company”), a publicly reporting Nevada corporation, acquired DSD Network of America, Inc. (“DSD”), a Nevada corporation, in exchange for the issuance of 40,000,000 shares of common stock of Dewmar International BMC, Inc. (the “Exchange Shares”), a majority of the common stock, to the former owners of DSD. In conjunction with the Merger, DSD became a wholly-owned subsidiary of the Company.

For financial accounting purposes, this acquisition (referred to as the “Merger”) was a reverse acquisition of Dewmar International BMC, Inc. by DSD and was treated as a recapitalization. ~~Accordingly,~~At the ~~financial~~time ~~statements~~of ~~will~~the beMerger, ~~prepared~~Dewmar toInternational ~~give~~BMC, ~~retroactive~~Inc. ~~effect~~(“Dewmar”) ofheld ~~the~~minimal ~~reverse~~assets ~~acquisition~~and ~~completed~~was ona ~~October~~developmental 28stage company. Following the Merger, ~~2011~~the Company, through its DSD subsidiary, began manufacturing and ~~represent~~marketing ~~the~~Consumer ~~operations~~goods ofprimarily ~~DSD~~in ~~prior~~the tofunctional foods segment. After the Merger, the Company operates as one business unit.

AsThe ofcompany’s ~~the~~headquarters ~~time of the Merger, Dewmar International BMC, Inc. (“Dewmar”) held minimal assets~~ and ~~was~~product adevelopment ~~developmental~~lab ~~stage~~are ~~company.~~based ~~Following~~in ~~the Merger~~Clinton, ~~the~~Mississippi; ~~Company,~~with ~~through~~additional ~~DSD,~~executive isoffices ~~a manufacturer of its Lean Slow Motion Potion™ brand relaxation beverage, which was launched by DSD~~ in ~~September of 2009. After the Merger~~Houston, ~~the~~Texas ~~Company operates through one operating segment.~~

Today, Dewmar International BMC, ~~was~~Inc. ~~formed~~is as a ~~Nevada~~leading ~~corporation~~provider onof ~~March~~consumer 13brands to global markets. The Company’s primary business strategy has been the creation, ~~2009~~manufacturing, marketing and distribution of its select portfolio of innovative consumer products through established distribution channels inclusive of national and international retailers. The Company’s primary source of revenue is through the wholesale of its branded products.

~~The Company~~Dewmar’s ~~trademarked~~portfolio ~~brand name Lean has been repeatedly used in hundreds~~ of ~~popular~~consumer ~~hip~~brands ~~hop~~include ~~songs~~Company-owned ~~by a number of gold~~ and ~~platinum selling rap artists throughout the entire United States over the past 10 plus years; this shows that the~~ trademarked ~~name~~brands ~~shall already have some valuable recognition by our targeted consumers due to this fact. Trademark is under the name of Dewmar International BMC, Inc. was formerly known~~ as ~~DSD.~~well ~~DSD (also referred to~~ as ~~“the~~those ~~Company”)~~brands isobtained anthrough ~~existing~~license ~~business~~and ~~that~~distribution ~~launched~~agreements ~~its Lean Slow Motion Potion brand relaxation beverage in September of 2009. With operations based in Clinton, Mississippi;~~ with ~~offices~~partner ~~in Houston, Texas and registered in the state of Nevada, the Company reflects a~~ brand ~~rooted in hip-hop culture that is influenced by a multitude of iconic rap music artists that is also embraced by high profile professional athletes~~owners. Its secondary consumer base includes the over 70 million Americans who suffer from insomnia and sleep deprivation. Bottling and manufacturing of the beverage has been outsourced to co-packers primarily in Memphis, Tennessee with a secondary facility based in Evansville, Indiana. The three uniquely formulated Lean flavors of Yella, Purp and Easta Pink; consist of a blend of calming natural herbs that provides a better alternative than alcohol and/or over the counter cough medicines when it’s time to naturally unwind. After a difficult day - Lean. In times of high stress - Lean. When you need to relax - Lean.

~~The~~Consumer ~~soft~~Product drink industry has generated more than $40 billion annually since 2002 and is projected to grow to nearly $47 billion by 2015. IBISWorld. “Soft Drink Production in the US Industry Report,” Obtained June 2010. Although the “get your lean on” cultural phenomenon is relatively young, several companies have already ventured into the market in recent years with beverages in an attempt to capture the market. These include Innovative Beverage Group, Inc.; Funktional Beverages, Inc.; Katalyst Beverage Corp.; Revolt Distribution, Inc.; Next Generation Waters, Inc.; VIB Holdings, LLC; BeBevCo, Inc.; The Chill Group, Inc.; Boisson Slow Cow, Inc.; Sarpes Beverages, LLC. The Company’s research reveals that consumers are seeking a beverage in this category that is tied closely with hip-hop or cultural icons associated with popular music genres. Research completed by Dr. Moran, CEO of DSD, during a series of surveys from 2000 - 2003 while working on his Masters Thesis revealed that prescription cough-syrup laced drinks, with a vast variety of “street names” are heavily indirectly endorsed by numerous popular rap musicians via their explicit lyrics which leads to potential drug-abuse issues for millions of fans and listeners worldwide. Lean Slow Motion Potion is marketed specifically to curb this negative trend by steering easily influenced fans away from potential drug-abuse situations by providing them with a safe, non-alcohol, non-narcotic beverage alternative that is widely available to consumers in neighborhood stores and grocery markets. DSD is perfectly positioned to be a leader in this market as it properly executes is precise business plan and marketing strategies.Markets:

2One of the Company's leading in-house brands, Lean Slow Motion PotionTM, a relaxation supplement whose flavors include Yella, Purp and Easta Pink, was launched in fourth quarter 2009 and has since become ranked as high as the top three (3) national selling and/or distributed relaxation products in the U.S. market.

~~Dewmar~~From ~~uses~~ a ~~variety~~business ofperspective, ~~marketing~~helping ~~channels~~people torelax ~~promote~~is ~~its~~big ~~relaxation~~business; ~~beverage.~~as ~~Creating~~reported aby ~~sales~~the ~~force~~Wall toStreet ~~secure~~Journal, ~~partnerships~~annual ~~with~~sales ~~distributors~~for ~~has been essential to generating recognition at~~ the ~~retail~~relaxation ~~level.~~beverage ~~The~~category ~~Company~~have ~~additionally~~increased ~~offers its retailers marketing materials including posters, display racks, and other point~~year-ofover-~~sale~~year ~~items.~~for ~~This will comprise half of~~ the ~~Company’s~~past ~~overall~~three ~~marketing budget~~years. ToMoreover, ~~brand~~for the ~~product~~next ~~among~~five ~~consumers,~~year ~~the Company has allocated 20% of its budget to radio promotions~~period, ~~10%~~an ~~toward~~IBIS ~~online~~World marketing ~~and~~study ~~social~~on ~~networking, and nominal amounts for billboard and promotion vehicles. The Company will additionally hire celebrities to promote~~ the ~~brand~~relaxation ~~and~~beverage ~~will~~sector ~~pay them a promotional services fee ranging from ten cents up to fifty cents per case (1% to 5% of the case cost) sold in varying markets where the celebrity’s likeness is used. The Company~~ has ~~had~~forecasted ~~agreements~~revenue ~~with~~growth ~~Swisha House Entertainment~~ of ~~Houston, Texas during 2009 and year end 2010 but the contract since then has been terminated~~24.8% ~~Dewmar has plans to contact additional rap artists’ agents and management groups throughout the next 12 months to discuss mutually beneficial contractual endorsements~~annually.

~~DSD~~A ~~has~~relaxation ~~identified~~drink ~~the~~is ~~need for~~ a ~~relaxation~~non-alcoholic beverage incontaining ~~response~~calming toingredients awhich ~~lack~~may ofbe ~~market~~found ~~presence~~in ~~for~~nature. ~~such~~Relaxation adrinks ~~product.~~are Informulated ~~contrast~~ to ~~the~~help ~~multiple~~reduce ~~energy~~stress, ~~drinks that exist today~~anxiety, ~~the~~improve ~~Company’s~~mind ~~Lean Slow Motion PotionTM elicits a different kind of mindset. The active ingredients in Lean Slow Motion Potion are melatonin~~focus, ~~rose hips~~ and ~~valerian~~promote ~~root.~~better Although there are numerous online journals and texts available that speaks on the topics of these ingredients, we have included a single quote regarding each ingredient from two of the more notable online health/wellness websitessleep. ~~WebMD~~In ~~website~~many ~~(www.WebMD.com) makes the following comment regarding two active ingredients that are found in Lean~~scenarios, ~~“Melatonin~~people ~~supplements~~use ~~are~~relaxation ~~sometimes~~drinks ~~used~~ to ~~treat~~promote ~~jet~~calmness ~~lag~~after ordealing ~~sleep~~with problems (insomnia).” “There are probably 40 or 50 different herbs on the market that advertise that they really do something for sleep. There are only four or five that actually have any significant scientific data behind them. Valerian is a ~~big~~stressful ~~one.” Furthermore~~situation, ~~the~~after ~~website~~a ~~www.HealthLine.com~~work ~~made the following comments about the herb Rose Hips~~day, ~~“can~~after ~~also~~strenuous ~~soothe~~exercise ~~the~~or ~~nervous~~before ~~system~~bed ~~and relieve exhaustion~~time.”

~~The~~People ~~drink’s~~who ~~premium~~are ~~relaxation~~allergic ~~formula~~to ~~was~~alcohol, ~~developed~~recovering byfrom aalcohol ~~registered~~abuse ~~pharmacist~~or ~~with~~have aliver ~~commensurate~~problems ~~understanding~~have ofreported ~~pharmaceutical~~drinking ~~compounding~~relaxation ~~and~~beverages ~~nutritional~~because ~~supplement formulations. Lean is a safe and satisfying mix~~ of ~~pharmaceutical~~its ~~grade~~ability ~~herbs and syrup-based flavors~~ to ~~give~~calm ~~the~~nerves ~~consumer “functional relaxation.” Lean additionally features a unique link to rap~~ and ~~hip-hop music culture, which~~ is ~~one~~alcohol offree. ifMoreover, ~~not~~there ~~the~~are ~~most~~reports ~~influential form~~ of ~~music~~people inwith ~~the~~Attention ~~World~~deficit ~~today~~hyperactivity ~~that~~disorder ~~leads to consumer spending, that is reflected in the Company’s marketing strategy. The Us Pharmacopeia~~ (~~USP~~ADHD) ~~publishes~~using ~~official~~relaxation ~~monographs~~drinks ~~for certain substances. These monographs include specific assay methods and product specifications~~ to ~~assure~~help ~~identity~~focus ~~and potency~~thoughts. Material that is tested by these methods to meet those specifications is then eligible to be called pharmaceutical grade. This is what we are referencing as it pertains to the active herbal ingredients contained within our nutritional supplement: Melatonin, Valerian Root and Rose Hips.

~~The~~Studies ~~two~~have ~~herbal~~concluded that ingredients ~~valerian~~found ~~root~~in ~~and~~relaxation ~~rose~~drinks ~~hips~~can ~~referenced~~help aspromote ~~pharmaceutical~~alpha ~~grade~~wave ~~are~~brain ~~sourced~~patterns byto ~~Allen~~improve ~~Flavors~~focus. Depending on the formulation, ~~Inc.~~relaxation ofdrinks 23may ~~Progress~~promote ~~St.~~rapid ~~Edison,~~eye NJmovement ~~08820~~(REM) sleep. ~~The~~ ~~melatonin~~Relaxation ~~referenced~~drinks ashave ~~pharmaceutical~~been ~~grade~~known isto ~~sourced~~reduce ~~by Metabev~~stress, ~~Inc.~~anxiety ofand 75calm ~~Kingsland~~nervousness ~~Ave.~~due ~~Clifton,~~to NJtheir ~~07014~~calming effects on the nervous system.

Current Good Manufacturing Practices are followed by the pharmaceutical, biotech firms and food/beverage manufacturers to ensure that the products produced meet specific requirements for identity, strength, quality, and purity. The Current Good Manufacturing Practices Guidelines are regulations enforced by the U.S. Food and Drug Administration (FDA). These regulations are put into place to protect American citizens from potentially harmful products.

With a clear brand identity and current roster of distribution partners, the Company earns revenue through the wholesale of its products. The Company also expects to generate revenue by offering advertising space on its cans and on its website. DSD specifically offers three packages - a platinum package, gold package, and silver package that offer advertisers different levels of marketing. From among these packages, customers can choose whether they’d like to place banners ads on the Company’s website or have their name, logo, and website featured on a Lean can, among other options.

Product Description

The Company’s Lean Slow Motion PotionTM is a potent yet refreshing carbonated beverage that is naturally sweetened. With elements such as Acai Berry, Valerian Root, Rose Hips, and Melatonin, Lean beverage relieves everyday stress by creating an almost immediate sense of relaxation. Lean is available in three flavors - Purp, Yella, and Easta Pink. Served chilled straight from the can, over ice, blended, or in various cocktail combinations, Lean Slow Motion PotionTM can appease a variety of personal tastes.

Purp resembles a light grape soda with aromatic hints of over five novel ingredients that drinkers are typically unable to pinpoint, but yet still enjoy. Focused on the more traditional Texas-based consumer, the raw mix of Sprite and grape Jolly Rancher is enhanced with a special syrup concentrate to take the edge off. A number of popular Texas rap stars, particularly Houston artists, have made this flavor the most well-known among hip hop fans worldwide as the name “Purp”- the slang term - has been used in hundreds of songs online, on the radio, and in music videos - more than any other relaxation beverage brand flavor on the market today. **

Yella is a mixture of two natural wild backwoods-grown Southern flavors enhanced by a light pineapple base. This Memphis, Tennessee born flavor includes a hint of cherry Jolly Rancher candy flavor plus a robust deep South honeysuckle-like sweetener. This flavor was derived from the wildly popular lyrics of the Oscar Academy Award-winning rap group Three 6 Mafia, that repeatedly mention how they prefer sipping on that “YellaYella” beverage to get them in the artistic zone and a steady, relaxed state of mind.** The Company does not have these artists’ permission for their song lyrics/persona.

Easta Pink combines strawberry cotton candy with two popular flavors loved by youngsters and adults alike. Inspired by repeat multi-platinum album selling and Grammy Award-winning rap artist DeWayne Michael Carter (aka Lil Wayne) originally of New Orleans, this mixture reveals a triple flavor combination including special syrup, Sprite, and a combination of cherry Skittles or Jolly Rancher candy flavors. Lil Wayne gives accolades to this concoction of Lean flavors as being his most favorite, with Purp being second. He single-handedly popularized the term Easta Pink in many of his hit songs while performing live worldwide and in multiple music videos aired on the MTV, VH1, and BET cable networks.**

**Other than Paul Wall and Swisha House no artists permission has been obtained. No proprietary or intellectual property of these artists is used. The terminology that the artists use are slang terminologies that we have happened to have trademarked such as Lean Slow Motion Potion TM or have created sub-category brand names for in the form of a flavor description as it pertains to Purp, Yella and Easta Pink.

Lean Slow Motion PotionTM relaxation beverage is currently shipping beverages to or has shipped to distributors in the following states or U.S. territories for distribution and placement in stores since September 2009:

Arkansas

Alabama

Florida

Georgia

Iowa

Illinois

Louisiana

Massachusetts

Maryland

Michigan

Minnesota

Missouri

Mississippi

North Carolina

Nebraska

New York

·Some U.S. surveys have shown that 30% to 35% of Americans have reported difficulty falling asleep during the previous year and about 10% reported problems with long standing insomnia. These studies also found that people experiencing anxiety were significantly more likely to develop insomnia. Over 70 million Americans suffer from insomnia and sleep deprivation.

~~Oklahoma~~Lean Slow Motion Potion’s relaxation formula was developed by a registered pharmacist with a thorough understanding of pharmaceutical compounding and nutritional supplement formulations. Lean is a safe and satisfying mix of pharmaceutical grade herbs and syrup-based flavors to give the consumer “functional relaxation.”

·The United States Pharmacopeia (USP) publishes official monographs for certain substances. These monographs include specific assay methods and product specifications to assure identity and potency. When materials are tested by these methods and are found to meet defined specifications—they are referred to as pharmaceutical grade. These standards were maintained in selecting the active herbal ingredients contained within our nutritional supplement: Melatonin, Valerian Root and Rose Hips.

~~Pennsylvania~~Current Good Manufacturing Practices are followed by the pharmaceutical, biotech firms and food/beverage manufacturers to ensure that the products produced meet specific requirements for identity, strength, quality, and purity. The Current Good Manufacturing Practices Guidelines are regulations enforced by the U.S. Food and Drug Administration (FDA). These regulations are put into place to protect American citizens from potentially harmful products.

·Through its distribution and retail network, Dewmar is currently shipping its product throughout the U.S. The Company intends to expand distribution of its products internationally over the next twelve to twenty-four months as the CEO, or appointed members, plan to visit a number of foreign countries on International Business Trade Missions.

~~Puerto~~Relaxation ~~Rico~~Beverage Market Segmentation

·As previously eluded, Lean Slow Motion PotionTM features a unique link to rap and hip-hop music culture, which is one of, if not, the most influential form of music in the World today that leads to consumer spending. Not only does the hip-hop culture automatically embrace the brand, but it originally created the “get your lean on” culture. A larger, secondary market exists among consumers of all mature ages searching for a non-alcoholic, drug-free beverage that aids in relaxation for the purposes of stress reduction or sleep assistance. This secondary consumer base has been reported in several news media outlets to include over 70 million Americans of all ages, races and ethnicities.

~~South~~Material ~~Carolina~~terms with a Flavor House:

·Dewmar must place a valid purchase order for all concentrates and premixes for Lean Slow Motion PotionTM via the appropriately supplied Allen Flavors Formulation Batch Sheets Form. Dewmar must allow for a minimum of two full weeks in order to have the concentrate order produced and shipped to the bottler for manufacturing. Dewmar is currently required to pay for the product plus its shipping cost immediately prior to Allen Flavors releases the order to the courier for delivery to the bottler. Allen Flavors is supposed to give Dewmar at least 30 days’ notice for any price increases and is currently considering offering Dewmar credit terms.

Tennessee

Texas

Virginia

West Virginia

Lean Slow Motion PotionTM relaxation beverage is currently shipping beverages to or has shipped to distributors in the following countries for distribution and placement in stores since September 2009:

Trinidad & Tobago

Mexico

The Company does not have distribution agreements with every distributor, only those distributors who require exclusive territories or reserved markets for distribution of the Company’s brand.

DSD is currently distributing its product throughout fifteen states throughout the US. The Company intends to expand distribution of Lean Slow Motion PotionTM nationally through retailers across the country. Furthermore, the Company intends to greatly extend the brand’s awareness more so internationally over the next twelve to twenty-four months as the CEO plans to visit a number of foreign countries on International Business Trade Missions. The industry analysis company IBIS World projects domestic demand for soft drinks to increase over the next five years by more than $2 billion, potentially generating more than $46.8 billion by 2015 (see chart below). 1

Industry Data

			Industry														Domestic		CSD
	Revenue		Value Added		Establish-						Exports		Imports		Wages		Demand		Production
	($m)		($m)		ments		Enterprises		Employment		($m)		($m)		($m)		($m)		(Mil Gallons)
2001		38,255.1		7,173.6		1,317		959		80,819		307.5		899.5		3,645.5		38,847.1		15,143.9
2002		41,960.6		6,812.4		1,324		956		75,740		321.1		975.2		3,365.9		42,614.7		15,235.3
2003		42,619.4		7,474.2		1,289		941		73,721		384.1		1,126.1		3,257.2		43,361.4		15,326.7
2004		46,443.6		8,373.9		1,323		937		74,094		346		1,317.2		3,302.7		47,419.8		15,468.9
2005		49,997.4		9,162.4		1,284		937		72,360		425		1,465.1		3,340		51,037.5		15,391.8
2006		47,884.1		7,995.2		1,305		934		71,562		467.2		1,890.8		3,280		49,307.7		15,284.9
2007		47,073.5		8,160.8		1,312		916		71,536		519.5		2,092.3		3,260		48,646.3		15,208.5
2008		45,998.9		8,079.8		1,280		910		70,746		664.3		1,912.6		3,166		47,247.2		15,132.5
2009		44,458.3		7,917		1,279		906		70,560		768.9		1,514.3		3,106.9		45,203.7		15,624.6
2010		44,389.4		7,870.8		1,278		897		70,207		767.7		1,380.2		3,070		45,001.9		16,132.8
2011		44,756		8,326.8		1,274		891		69,769		834.6		1,404.8		3,150.5		45,326.2		16,657.4
2012		45,492.1		3,451.9		1,272		884		69,445		846.1		1,444		3,182.5		46,090		17,199.1
2013		46,085.8		8,617		1,268		887		69,095		886.4		1,484.3		3,160.4		46,683.7		17,758.5
2014		46,379.7		8,471.4		1,264		870		68,690		884.4		1,525.6		3,135.2		47,020.9		18,336
2015		46,843.5		8,579		1,261		864		68,352		887.8		1,568.2		3,151.8		47,523.9		18,932.3
Sector Rank		27/208		75/208		64/201		77/199		54/201		129/182		125/182		65/198		29/182		n/a
Economy Rank		180/758		316/758		528/725		518/710		387/739		158/243		143/238		351/718		41/237		n/a

Annual Change

			Industry		Establish-												Domestic		CSD
	Revenue		Value Added		ments		Enterprises		Employment		Exports		Imports		Wages		Demand		Production
	(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)
2002		9.7		-5.0		0.5		-0.3		-6.3		4.4		8.4		-7.7		9.7		0.6
2003		1.6		9.7		-2.6		-1.6		-2.7		19.6		15.5		-3.2		1.8		0.6
2004		9.0		12.0		2.6		-0.4		0.5		-9.9		17.0		1.4		9.4		0.9
2005		7.6		9.4		-2.9		0.0		-2.3		22.8		11.2		1.1		7.6		-0.5
2006		-4.2		-12.7		1.6		-0.3		-1.1		9.9		29.1		-1.8		-34		-0.7
2007		-1.7		2.1		0.5		-1.9		0.0		11.2		10.7		-0.6		-1.3		-0.5
2008		-2.3		-1.0		-2.4		-0.7		-1.1		27.9		-8.6		-2.9		-2.9		-0.5
2009		-3.3		-2.0		-0.1		-0.4		-0.3		15.7		-20.3		-1.9		-4.3		3.3
2010		-0.2		-0.6		-0.1		-1.0		-0.5		-0.2		-8.9		-1.2		-0.4		3.3
2011		0.8		5.8		-0.3		-0.7		-0.6		8.7		1.8		2.6		0.7		3.3
2012		1.6		1.5		-0.2		-0.8		-0.5		1.4		2.8		1.0		1.7		3.3
2013		1.3		2.0		-0.3		0.3		-0.5		4.8		2.8		-0.7		1.3		3.3
2014		0.6		-1.7		-0.3		-1.9		-0.6		-0.2		2.8		-0.8		0.7		3.3
2015		1.0		1.3		-0.2		-0.7		-0.5		0.4		2,8		0.5		1.1		3.3
Sector Rank		85/208		97/208		66/201		109/199		106/201		105/182		173/182		71/198		90/182		n/a
Economy Rank		320/757		373/758		298/725		422/710		392/739		136/243		221/238		319/718		116/237		n/a

1IBISWorld. “Soft Drink Production in the US Industry Report.” Obtained June 2010.

In this industry, the new age beverage category is a new, yet rapidly growing market. This industry is expected to continue growing due to increased media coverage. The Company itself has already captured a portion of the market share.

Generally, a beverage is considered as a “new age” beverage if it meets one or more of the following criteria; it has a noticeable functionality to the consumer other than just to cure thirst, it is not a traditional flavored soda, water or regular tea, or lastly there is no pre-existing beverage category for the product based upon the overall uniqueness of the new beverage.

As one article1 explicitly states, “So what exactly are new age beverages? Well, this is a new category within the beverage industry that covers the new style of beverages. This new ‘category’ is growing and changing. Before only energy drinks and really new innovative beverages where part of the category. Now the category has evolved and you can include enhanced water, teas, diet drinks, iced coffee and really, any new drink. Every beverage company wants to be associated with the ‘new age’ category because not just because it's sexier but because the category is growing quicker and investors are looking at it up close.1” The article continues on to say, “Why are these drinks growing at 50% per year or more? Why do we see so many waters, energy drinks, hydrating products, etc. on the market today? The answer is easy. Consumers are demanding more and more drinks. They want drinks for every occasion or part of the day. They want organic drinks, sugary drinks, healthy drinks and every type of drink to fit their personality, and style.1”

1Why Are Energy Drinks & New Age Beverages The New Hot Companies?

Published: Jul 15, 2008 http://www.articlesbase.com/business-opportunities-articles/why-are-energy-drinks-new-age-beverages-the-new-hot-companies-484990.html#ixzz1bRVcQvGZ

Yet another article written about the New Age Beverage category makes mention the following, “The New Age Carbonated Beverages segment is finally coming into its own with major and niche soda manufacturers creating new value-added healthy alternatives to CSDs (carbonated soft drinks).”2 The article continues to read, “Companies examined include the major carbonated drink players (e.g., Coca-Cola, PepsiCo., Cadbury-Schweppes), as well as the niche players making a name for themselves in this market (e.g., IZZE, Jones, Red Bull). Market Trends: New Age Carbonated Beverages examines the state of the U.S. market, from everyday major supermarket players to specialty premium niche players.”2 This explicitly proves that the “new age” beverage category is not simply a passing fad but has potential for longevity.

2Market Trends: New Age Carbonated Beverages Published:Apr 1, 2005 - 126 Pages

http://www.packagedfacts.com/sitemap/product.asp?productid=1073652

"Growing per capita disposable income and demand from convenience stores and other retail outlets is projected to benefit the Relaxation Drink Production industry in the five years to 2016, according to a new report released from IBISWorld. Also, existing companies are already signing nationwide distribution deals, which indicate market acceptance and familiarity with relaxation drinks - so they are not growing from an extremely low base as they did over the prior five years. For this reason, industry research firm IBISWorld has added a report on the Relaxation Drink industry to its growing Wellness & Nutrition & Supplements Report collection."

"The industry's fast-paced growth was possible because it was from an extremely low base and because there is an established market for sleep aids and products that help people focus. IBISWorld estimates industry revenue grew at a 68.7% annualized rate over five years, including a 49.5% increase from 2010 to 2011 to total $73.7 million"

"There are expected to be nearly 390 different types of relaxation drinks out on the market in 2011; however, the market is not yet saturated. Based on National Health Institute findings, IBISWorld estimates that there are more than 53 million Americans that have trouble sleeping. Not only are such people a potential market but also people who have trouble focusing are likely to consume relaxation drinks that are marketed for that purpose. As relaxation beverage producers succeed, new companies are entering into the relaxation drink market. According to IBIS World analyst, AgataKaczanowska, concentration has increased significantly since the industry began in the mid-2000s. The major companies in the Relaxation Drink Industry include Dream Products LLC, which launched its first product, a relaxation beverage called Dream Water, in January 2010 and Innovative Beverage Group, a beverage distributor and the producer of the popular relaxation drink called drank. In addition, the relaxation drink, ViB, an acronym for vacation in a bottle, launched in 2008, has gradually increased its distribution network."

“The Relaxation Drink industry is already established and will be growing from a higher base, the potential demand pent-up in the market for relaxation drinks outweighs possible challenges to the industry,” says Kaczanowska.

3Relaxation Drink Industry Report Now Available from IBISWorld Published: December 29, 2011 by James Karklins of ISBISWorld.

Market Segmentation

Lean Slow Motion Potion’sTM primary market is fans of the hip hop music community, particularly males/females of varying races and ethnicities that are under the age of 40. Not only does the hip-hop culture automatically embrace the brand, but it originally created the “get your lean on” culture. A secondary market exists among adult consumers of all mature ages searching for a non-alcoholic, drug-free beverage that aids in relaxation for the purposes of stress reduction or sleep assistance. This secondary consumer base has been reported in several news media outlets to include over 70 million Americans of all ages, races and ethnicities.

Our sub-contracted flavor house, Allen Flavors Industries of New Jersey, has the exclusive responsibility to provide the highest level of quality assurance protocol to assure that we attain consistent, high quality herbal ingredients that serve as the active ingredients within our flavored concentrate. Also, Allen Flavors works in conjunction with our sub-contracted bottler Big Springs, Inc. of Huntsville, AL to make sure that the quality controlled active concentrate is properly diluted and mixed in an FDA approved current Good Manufacturing Practices manner to provide ultimate safety for consumer end-use.

Material terms with Allen Flavors:

Dewmar must place a valid purchase order for all concentrates and premixes for Lean Slow Motion PotionTM via the appropriately supplied Allen Flavors Formulation Batch Sheets Form. Dewmar must allow for a minimum of two full weeks in order to have the concentrate order produced and shipped to the bottler for manufacturing. Dewmar is currently required to pay for the product plus its shipping cost immediately prior to Allen Flavors releases the order to the courier for delivery to the bottler. Allen Flavors is supposed to give Dewmar at least 30 days’ notice for any price increases and is currently considering offering Dewmar credit term.

The material terms with Big Springs, Inc. are:

Minimum production 2,000 cases per flavor if produced during regular 16oz schedule.

All products will be produced on wooden pallets ($10.00 each) .Pricing is based on raw materials cost as of December 2, 2010. Big Springs is to give Dewmar International at least 30 days’ notice of any price increases of raw materials.

Allen Flavors Mission Statement: Allen Flavors believes in responsibility and accountability in all aspects of our business. Our marketing, our procurement, our recruiting, our impact on the environment and our contributions to our communities, all are part of our responsibilities. Acting with these values, not just expressing them, is how we show our respect for our business, our employees, our customers and our communities.

Big Springs Inc. Statement: The Company that currently operates as Big Springs, Inc. was founded in 1902 in Huntsville, Alabama. Over the years, Big Springs, Inc. has grown into one of the best production facilities in the United States.

We produce a wide range of national, regional and private label soft drinks and energy drinks sold throughout the country. At Big Springs, Inc., our goal is to provide excellent customer service and satisfaction. We take pride in producing quality products while offering hands-on service. We have a team approach and are always available to support our customer needs.

With over 100 years of experience in soft drink production, we can assure our customers of the highest quality control standards in the beverage industry. From concept to consumption, Big Springs, Inc. can accomplish your goals. We work with suppliers throughout the country to procure all raw materials used in soft drink production. If you need a product developed, or a state-of-the-art production facility, Big Springs, Inc. can fulfill your needs. Our goal is to deliver a quality product on a continuous and consistent basis.

Market Needs

As rap and hip-hop increased in popularity in the 90’s and first part of the 21st century, a sub-culture emerged in the south centered on “getting your lean on.” This term was a euphemism for the dangerous practice of adding cough syrup to a beverage (carbonated or alcoholic) for the purpose of relaxing. As the practice increased in prominence, some drink makers entered the market with products catered to this culture. The Company’s ~~internal~~market research revealed that consumers wanted a product with a stronger cultural association, a more pronounced physical affect, and more flavor options. The Company’s product’s formulation is developed by a licensed pharmacist and accomplishes the desired affects with none of the dangerous side effects that accompany the traditional practice of consuming cough syrup-laced beverages recreationally.

Many articles over the past years show where the Drug Enforcement Agency and other police officials fight the war against drugs that result in dangerous overdoses and side-effects daily whereas millions of people experiment with prescription cough syrup as a form of illicit drug use to get high by mixing it with different non-alcoholic beverages. The repeat use of prescription cough syrup for recreation can lead to drug abuse that has a number of dangerous drug-induced side-effects, even if the individual is wanting to simply get a good “buzz” or to attain a very deep sleep.5

8The Company’s products formulation is developed by a licensed pharmacist and accomplishes the desired affects the consumer is seeking with none of the dangerous side effects that accompany the traditional practice of consuming narcotic-laced beverages recreationally.

~~Most~~Since ~~recently,~~the ~~one~~CEO ~~news~~of ~~article~~the ~~reads:~~company ~~“Authorities~~is ~~say~~a ~~they~~licensed-registered ~~cracked~~pharmacist, ahe ~~ring~~has ~~that~~seen ~~smuggled~~these abusive trends of prescription~~-strength~~ cough syrup ~~into~~as ~~Houston~~previously tonoted; ~~make~~therefore ahe ~~deadly~~carefully ~~potion~~crafted ~~popular~~his inbrand ~~the~~to ~~hip-hop~~cater ~~world.~~to ~~The~~all ~~U.S.~~of ~~Drug~~the ~~Enforcement~~cultural ~~Administration~~demands ~~said~~of ~~the~~those ~~ring~~who ~~used~~may ~~its~~have ~~own~~already ~~rogue~~or ~~pharmacies~~could inpotentially ~~California~~abuse toprescription ~~purchase~~cough ~~97,000~~syrup ~~pints~~by offirst ~~the~~developing ~~syrup~~an ~~used~~effective toformulation ~~make~~that ~~Purple~~creates ~~Drank~~a ~~the~~sense ~~Houston~~of ~~Chronicle~~immediate ~~reported~~relaxation ~~Wednesday.”~~and Itcalming ~~continues~~effect. onA tosecondary ~~say,~~yet ~~“The~~very ~~popular~~important ~~but~~factor ~~illegal~~includes ~~beverage,~~creating aappealing ~~mixture~~taste ofprofiles ~~cough~~that ~~syrup~~niche ~~containing~~consumers ~~codeine~~like. ~~with~~This ~~carbonated~~is ~~soda~~supported ~~and~~by ~~candy~~implementing ~~for~~unique ~~flavor~~branding methods, ~~sells~~inclusive ~~for~~of ~~nearly~~creating ~~twice~~popular asbrand ~~much~~and inflavor ~~Houston~~names asthat itare ~~does~~recognizable to our target consumers in ~~Los~~the ~~Angeles,~~hip ~~authorities~~hop ~~said~~community.”1

The state Texas State Board of Pharmacy featured an article regarding the cultural association of prescription cough syrup abuse where it states, “Syrup is abused across all ethnic and cultural boundaries and its popularity is growing rapidly. Syrup has been glorified in musical lyrics with references to sippin’ syrup…”2

A recent article titled Cough Syrup Abuse written by Stacy Barnes on January 26, 2011 stated, “Cough syrup abuse typically involves taking codeine-promethazine hydrochloride cough syrup and mixing it with soda, alcohol, or candy in a concoction known as ‘syzurp’, ‘syrup’, or ‘purple stuff’. The ingredients in this concoction make it very easy to develop an addiction. Experts are worried about the danger of this syrup being such a highly trendy drug drink. It may be socially acceptable, but there have been many stories of overdoses or people drinking syrup at a party and falling asleep at the wheel when they drive home. As an opiate it is a very addictive substance. Erratic behavior and insomnia, or an inability to sleep without syrup are the warning signs of needing addiction treatment. Common side effects include confusion, dizziness, double or blurred vision, slurred speech, impaired physical coordination, abdominal pain, nausea and vomiting, rapid heart beat, drowsiness, numbness of fingers and toes, and disorientation. The effects typically last for 6 hours. More serious effects include elevated blood pressure, fainting, and liver damage.”3

Since the CEO of the company is a 16 year plus veteran licensed-registered pharmacist, he has seen these trends in prescription cough syrup abuse as previously noted; therefore he carefully crafted his brand to cater to all of the cultural demands of those who may have already or could potentially abuse prescription cough syrup by first developing an effective formulation that creates a sense of immediate relaxation and calming effect. A secondary yet very important factor includes appeasing the pallets of niche consumers by creating popular tasty flavors. This is supported by implementing unique branding methods, inclusive of creating highly recognizable and popular brand names and flavors that cater to potential abusers who relate to hip hop music and artists.

1Houston Chronicle; Published: Oct. 19, 2011 at 12:02 PM

Read more: http://www.upi.com/Top_News/US/2011/10/19/Four-arrested-in-street-drug-smuggling/UPI-39651319040171/#ixzz1bdSuMrJf

2 Texas State Board of Pharmacy, Newsletter Volume XXV , Number 2; Spring 2001

3Cough Syrup Abuse By Stacy Barnes | January 26, 2011 http://www.unityrehab.com/drug-addiction-treatment-news/addiction-treatment-2/cough-syrup-abuse/

Industry Analysis

The Company will operate within the Bottled and Canned Soft Drinks industry (Standard Industrial Classification 2086). The table below shows Dun & Bradstreet data regarding the performance of the businesses in this industry on a national level as well as in the carbonated beverages, nonalcoholic: packaged in cans, bottles subset. ²

Industry: Bottled and Canned Soft Drinks (2086)

Establishments primarily engaged in manufacturing soft drinks and carbonated waters. Fruit and vegetable juices are classified in 2032-2038; fruit syrups for flavoring are classified in 2087; and nonalcoholic cider is classified in 2099. Bottling natural spring waters is classified in 5149.

Market Size Statistics

Estimated number of U.S. establishments: 2,230 Number of people employed in this industry: 111,024 Total annual sales in this industry: $48.9 billion Average number of employees per establishment: 59 Average sales per establishment (unknown values are excluded from the average): $51,2000,000

Market Analysis by Specialty (8-digit SIC Code)

SIC

Code

SIC Description

Bus.

Total

Employees

Total

Sales

Average

Employees

Average

Sales

2086-0301

Carbonated beverages, nonalcoholic: packaged in cans, bottles

239

10.7

13,504

$24 billion

$176.6 million

Carbonated beverages, nonalcoholic: packaged in cans, bottles

Competitive Comparison

The Company competes directly with Roboin, Drank, Purple Stuff, and Sippin’ Syrup brand beverages. Each of these products has the same target market, but the Company intends to differentiate itself by offering a more herbal effective product with more flavor varieties and stronger cultural identification. More importantly, the Company will provide excellent distributor level support via trained merchandisers and market managers to assist in gaining the niche consumers’ attention immediately for rapid brand awareness that will result in faster product turnover. For more information regarding the Company’s competitive advantages, see Competitive Edge.

² Dun & Bradstreet, Industry Data for SIC 5149-0000; obtained February 2010

~~Dewmarhas~~Competitive developed a brand that emphasizes a lifestyle beverage connected with the culture of the Deep South, but still has national consumer appeal. Aligning its brand with hip-hop and rap culture and celebrity spokespeople, the Company’s Lean Slow Motion PotionTM will resonate with consumers as the “gotta-have” relaxation beverage that can ease the mind and body while displaying a level of confident swagger among peers if seen with the beverage in hand. To increase awareness, Dewmar will create relationships with distributors, supporting these partnerships with various marketing materials that speak directly to the niche market consumers.Comparison

~~With~~In ~~its~~the ~~brand~~relaxation ~~established~~beverage sector, the Company ~~will~~competes ~~send~~directly awith ~~clear~~Neuro ~~message~~Bliss, ~~about~~Neuro ~~the~~Sleep, ~~unique~~Marley's ~~benefits~~Mellow ofMood ~~its~~and ~~flavorful~~Just ~~products~~Chill ~~and~~brand ~~how~~beverages. itEach ~~can~~of ~~help~~these ~~consumers~~products ~~relax~~has ~~effectively~~the ~~and~~same ~~safely.~~target ~~The~~market, but the Company ~~will~~intends ~~promote~~to ~~this~~differentiate ~~message~~itself ~~using~~by offering a ~~comprehensive~~more ~~marketing~~herbal ~~strategy~~effective ~~that~~product ~~includes~~with ~~celebrity~~more ~~endorsement~~flavor tovarieties ~~generate~~and ~~attention~~stronger ~~from~~cultural ~~its~~identification. ~~target~~More ~~market.~~importantly, ~~This~~the ~~approach~~Company iswill ~~intended~~provide toexcellent ~~influence~~distributor ~~buyers~~level support via trained merchandisers and ~~help~~market ~~the~~managers ~~Company~~to ~~achieve~~assist in gaining the ~~following~~niche ~~objectives:~~consumers’ attention immediately for rapid brand awareness that will result in faster product turnover.

Dewmar has developed a brand that emphasizes a lifestyle beverage connected with the culture of the Deep South, but still has national consumer appeal. Aligning its brand with hip-hop and rap culture and celebrity spokespeople, the Company’s Lean Slow Motion Potion^TM has resonated with consumers as the “preferred” relaxation beverage that can ease the mind and body while displaying a level of confident swagger among peers if seen with the beverage in hand.

Competitive Edge

Dewmar ~~sees~~has abeen ~~unique~~able ~~opportunity~~to uniquely position the Lean Slow Motion Potion™ brand in the relaxation beverage market, and intends to capitalize on this by building on the following strengths:

Expert brand management that maintains an intimate understanding of its niche consumer market;

~~Extraordinary~~Higher ~~sales~~than ~~support~~average ~~and~~profit ~~training~~margins tofor ~~help~~both ~~rapidly~~distributors ~~penetrate~~and ~~key markets~~retailers;

~~Higher~~Proven ~~than~~marketing ~~average~~strategy ~~profit~~that ~~margins~~creates ~~for~~immediate ~~both~~sale-thru ~~distributors~~to ~~and retailers~~consumers;

~~Proven~~Quality ~~marketing~~product ~~strategy~~with ~~that~~a ~~creates~~variety ~~immediate~~of ~~sale-thru~~flavors todemanded by consumers;

~~Quality~~CEO ~~product~~is ~~with~~ a ~~variety~~licensed ofpharmacist ~~flavors~~with ~~demanded~~functional bybeverage ~~consumers~~formulation experience;

~~Formulated~~Commitment byto abuilding ~~pharmaceutical~~strong ~~scientist.~~ alliances with distribution partners;

~~Pioneering~~Trademarked ~~experience~~brand name that has been repeatedly used in ~~successfully~~Hip-Hop ~~launching~~music ~~the~~creating ~~most~~strong ~~popular~~brand ~~relaxation~~awareness ~~beverage~~and inloyalty ~~2008~~within the urban community.

CEO is a licensed pharmacist and respected community icon, yielding instant comfort and rapport with consumers and distributors.

Well-versed in recognizing distributor expectations for launching new brands

Launched the brand with immediate distribution across six U.S. states

Ownership is highly-educated in business, marketing, and leadership

Fast-growing, new-age beverage category

Company culture hinges on honesty and integrity

Maintains an intimate understanding of its niche consumer market

Commitment to building strong alliances with distribution partners

Trademarked brand name Lean has been repeatedly used throughout the entire United States over the past 10 years or more; this shows that the trademarked name shall already have some limited recognition by our targeted consumers due to this fact. Trademark is under the name of Dewmar International BMC, Inc. which is now DSD.

A significant list of competitors to the Lean Slow Motion relaxation beverage brand along with a description for their products include but is not solely limited to:

Purple Stuff (16 ounce aluminum can) multiple flavors which include Classic Grape, Berry Calming, Classic Lemon-Lime, Green Apple; describes themselves as a Pro-Relaxation beverage manufactured by Funktional Beverages Inc. of Spring, TX

ViB - Vacation In a Bottle (12 ounce aluminum bottle) multiple flavors which include Mango Lime, Pomegranate; describes themselves as “The Happy, Relaxation Drink”, manufactured by Vacation In a Bottle, LLC of Austin, TX.

MalavaNovocaine (8 ounce aluminum can) one flavor called Tropical Berry; describes themselves as an all-natural, non-carbonated numbing type of relaxation drink manufactured by Malava Beverages LLC of Newport Beach, CA.

Unwind (12 ounce aluminum slim can) three flavors which include Citrus Orange, Goji Grape and Pom Berry; describes their carbonated product as the “Ultimate Relaxation Aid” that is manufactured by Frontier Beverage Company, Inc. of Memphis, TN.

Blue Cow (10 ounce plastic bottle) has one flavor that is non-flavored water but plans to add 2 new flavors of green tea and Lazy Lemon; the brand touts itself as the “original relaxation drink” that is manufactured by RelaxCo, Inc. of El Sugundo, CA.

Serenity (8.4 ounce aluminum can) has one flavor referred to as a lightly carbonated, nostalgic cream flavor that is manufactured by Apex Beverage, LLC of South Hackensack, NJ.

Drank (16 ounce aluminum can) has one carbonated grape-like flavor that labels itself as the “Extreme Relaxation Beverage” that is manufactured by Innovative Beverage Group Holdings, Inc. of Houston, TX.

Koma Unwind (12 ounce aluminum can) comes in four different flavors three of which are coffee-based flavors of Creamy Classic, Java Black and Moca Tonight and refers to its non-coffee flavor as a “chillaxation drink”; manufactured by BeBevCo, Inc. of Mooresville, NC.

Ex Chillout (8.4 ounce aluminum can) whose relaxation drink is advertised as a natural calming drink with Chamomile, Valerian, Lemon Balm extracts sweetened with Fruit Up that is manufactured by Ex Drinks, LLC of Henderson, NV.

Mellow Day and Mellow Night (16 ounce plastic bottles) comes in a variety of flavors that includes Peach Mango, Pomegranate, Cane Mint Lime, Melon Agave, Coconut Banana, Dragonfruit, Citrus Vanilla, and Honeydew Mint; manufactured by Mellow Beverage Company of Venice, CA.

Marketing Strategy

The Company will use a variety of ~~advertising~~marketing ~~channels~~mediums to increase ~~its~~the exposure of its brands among prospective customers. The Company ~~believes that a celebrity spokesperson is essential, and the Company intends to seek out popular hip-hop artists to endorse its products. The Company~~’s current marketing efforts include the following:

Branding:

·Point of sale merchandising: A portion of the Company’s marketing budget is being devoted to posters, pole signs, coolers, racks, and other materials intended to help distributors brand its products in-store through retail merchandising partnerships.

~~Point~~Radio: ofThe ~~sale~~Company ~~merchandising:~~utilizes ~~Roughly~~radio ~~30%~~ads ofto target listeners who may be interested in the Company’s ~~marketing~~products. ~~budget~~Radio ~~will~~commercial beproduction ~~devoted~~can tobe ~~posters,~~done ~~pole~~cost ~~signs~~effectively, ~~coolers, racks,~~ and ~~other~~provides ~~materials~~flexibility ~~intended~~ to ~~help~~tailor ~~distributors~~the ~~brand~~message ~~its~~to ~~products~~the ~~in-store~~right ~~through~~customer ~~retail merchandising partnerships~~segment.

·Digital Marketing: The Company continues to invest resources in the further development of its digital marketing technology platform that seeks to leverage 1) the proliferation of new marketing channels including social media; 2) the rise of disruptive technology such as cloud computing and mobility; and 3) the emergence of new analytic methods driven by big data. The Company sees the emergence of its marketing technology platform as a way to dramatically enhance how it markets to and engages with customers.

~~Radio:~~ The Company will ~~use~~set ~~radio~~up ~~ads~~pages toand ~~target~~profiles ~~listeners~~on ~~who~~social ~~may~~networking besites ~~interested~~including inFacebook, ~~the~~YouTube, ~~Company’s~~and ~~products.~~Twitter, ~~Radio~~to ~~commercial~~name ~~production~~a ~~can~~few. beSocial ~~done~~networking ~~cost~~sites ~~effectively,~~are ~~and~~an ~~provides~~effective ~~flexibility~~way to ~~tailor~~benefit from word of mouth on the ~~message~~web, toand generate interest for the ~~right~~Company ~~customer~~from ~~segment~~the general public. The Company ~~will~~may ~~spend~~also ~~35%~~place advertisements on these sites. Customers can “become a fan” of ~~marketing~~Lean ~~dollars~~Slow Motion PotionTM on ~~radio~~Facebook or “follow” the Company’s Twitter feed in order to gain access to special discounts or promotions.

·Tradeshows and Events: Beverage industry tradeshows are fundamental in notifying potential new distributing partners and retailers, especially retail chain stores, about the brand’s presence. The Company will attend a number of annual tradeshows sponsored by national convenience store associations, international beverage cooperative groups, and localized distributor organizations several times per year as a major recruiting tool. The Company will also participate in local indoor and outdoor events to support local distributors in bringing consumer awareness to the brand. This includes concerts, on-campus collegiate tours, sporting events, fairs and other related local but relevant events

~~Website~~Print media: ~~Customers~~Print ~~can~~advertisements ~~register on the Company’s official interactive website www.SlowMotionPotion.com. This~~ will ~~allow~~be ~~them~~placed to become an active member that can interact with other registered members that are a part of the Slow Motion PotionTM community. The website also allows consumers to listen to and watch Lean-related hip hop music and videos and participate in ~~chat~~magazines ~~rooms, blogs,~~ and ~~forums~~trade ~~regarding~~journals ageared ~~number~~toward ofboth ~~topics of interest to our niche market. The website, which accounts for 5% of~~ the Company’s ~~budget~~demographic, ~~not~~as ~~only~~well ~~serves~~ as apotential ~~popular~~distributors.. ~~form~~These ofadvertisements ~~entertainment,~~will ~~but~~provide ~~also~~information ~~has~~about the ~~capability to generate revenue by providing advertising banner space for sale to businesses seeking advertising opportunities for its target consumer. More importantly~~Company, ~~the~~where ~~website gives consumers the opportunity~~ to ~~order~~shop ~~the beverage and promotional items such as clothing~~online, ~~t-shirts~~ and ~~hats~~where atto apurchase ~~nominal fee from anywhere~~ in ~~the U.S. Lastly, the website is~~ a ~~recruiting~~store ~~tool~~near ~~that~~you. ~~provides~~Ads ~~more~~will ~~information~~also ~~about~~list the ~~Company’s~~benefits ~~brand~~associated towith ~~both~~Lean ~~retailers~~Slow ~~and~~Motion ~~distributors~~PotionTM.

·7

Social networking sites: The Company will set up pages and profiles on social networking sites including Facebook, YouTube, and Twitter, to name a few, on behalf of the Lean brand, with 5% of its budget allotted toward advertising online. Social networking sites are an effective way to benefit from word of mouth on the web, and generate interest for the Company from the general public. The Company may also place advertisements on these sites. Customers can “become a fan” of Lean Slow Motion PotionTM on Facebook or “follow” the Company’s Twitter feed in order to gain access to special discounts or promotions. Advertising on social networking sites is considered one of the most lucrative ways to generate return on investment (ROI), higher even than other online advertising methods and television. 3

Billboard advertising: The Company will create a variety billboards advertising, inclusive of mobile advertising on sales route vehicles such as adhesive vinyl wraps on cargo vans and trucks, advertising its products and services along busy roads and on highways throughout each distribution territory. These billboards will both help increase brand recognition in the general populace and build the Company’s reputation as a quality provider of safe relaxing beverages. The Company will allow 2% of its budget to accommodate billboard marketing.

Tradeshows and Events: Beverage industry tradeshows are fundamental in notifying potential new distributing partners and retailers, especially retail chain stores, about the brand’s presence. The Company will attend a number of annual tradeshows sponsored by national convenience store associations, international beverage cooperative groups, and localized distributor organizations several times per year as a major recruiting tool. The Company will also participate in local indoor and outdoor events to support local distributors in bringing consumer awareness to the brand. This includes concerts, on-campus collegiate tours, sporting events, fairs and other related local but relevant events. This will cumulatively account for 8% of the budget.

Print media: Print advertisements will be placed in magazines and trade journals geared toward both the Company’s demographic, as well as potential distributors, and will account for 2% of its budget. These advertisements will provide information about the Company, where to shop online, and where to purchase in a store near you. Ads will also list the benefits associated with Lean Slow Motion PotionTM.

Business-to-Business:

Direct sales: The Company will use direct sales calls, presentations, and appointments with prospective distributors who have existing retail accounts throughout the United States. The Company will leverage current relationships and will also forge new ones by implementing an outside sales force to achieve its overall business objectives.

3Saleem, Muhammad. Pronet Advertising. “Social Network Ad Spending and Return on Investment.” May 13, 2007. Obtained at: http://tinyurl.com/ywlcn3

Employees

AtOn December 31, ~~2012~~2013, the Company had 1 employee, the Company’s officer and director, who devotes full time efforts to the Company. None of its employees were represented by a collective bargaining arrangement.

The Company does carry key person life insurance on CEO/President in the amount of $2 million, however, the loss of the services of any of its executive officers or other directors could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract highly qualified technical and managerial personnel.

ITEM 1A. RISK FACTORS.

We rely heavily on our independent distributors, and this could affect our ability to efficiently and profitably distribute and market our products, and maintain our existing markets and expand our business into other geographic markets

Our ability to establish a market for our ~~unique~~leading brands and products in new geographic distribution areas, as well as maintain and expand our existing markets, is dependent on our ability to establish and maintain successful relationships with reliable independent distributors strategically positioned to serve those areas. Many of our larger distributors sell and distribute competing products, including non-alcoholic and alcoholic beverages, and our products may represent a small portion of their business. To the extent that our distributors are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, our sales and profitability will be adversely affected. Our ability to maintain our distribution network and attract additional distributors will depend on a number of factors, many of which are outside our control. Some of these factors include

the level of demand for our brands and products in a particular distribution area,

our ability to price our products at levels competitive with those offered by competing products, and

Our ability to deliver products in the quantity and at the time ordered by distributors.

13We cannot ensure that we will be able to meet all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve any of these factors in a geographic distribution area will have a material adverse effect on our relationships with our distributors in that particular geographic area, thus limiting our ability to expand our market, which will likely adversely affect our revenues and financial results.

We cannot ensure that we will be able to meet all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve any of these factors in a geographic distribution area will have a material adverse affect on our relationships with our distributors in that particular geographic area, thus limiting our ability to expand our market, which will likely adversely affect our revenues and financial results.

We incur significant time and expense in attracting and maintaining key distributors who are crucial to our business.

Our marketing and sales strategy presently, and in the future, will rely on the availability and performance of our independent distributors. We have entered into written agreements with many of our top distributors for varying terms and duration. In addition, despite the terms of the written agreements with many of our top distributors, there are no assurances as to the level of performance under those agreements, or that those agreements will not be terminated early. There is no assurance that we will be able to maintain our current distribution relationships or establish and maintain successful relationships with distributors in new geographic distribution areas. Moreover, there is the additional possibility that we may have to incur additional expenditures to attract and maintain key distributors in one or more of our geographic distribution areas in order to profitably exploit our geographic markets.

Because our distributors are not required to place minimum orders with us, we need to carefully manage our inventory levels, and it is difficult to predict the timing and amount of our sales.

Our independent distributors are not required to place minimum monthly or annual orders for our products. In order to reduce inventory costs, independent distributors endeavor to order products from us on a “just in time” basis in quantities, and at such times, based on the demand for the products in a particular distribution area. Accordingly, there is no assurance as to the timing or quantity of purchases by any of our independent distributors or that any of our distributors will continue to purchase products from us in the same frequencies and volumes as they may have done in the past. There can be no assurance as to the number of cases sold by any of our distributors.

We need to effectively manage our growth and execution of our current business strategy. A failure to do so would negatively impact our profitability.

To manage operations effectively and maintain profitability, we must continue to improve our operational, financial and other management processes and systems. Our success also depends largely on our ability to maintain high levels of employee utilization, to manage our production costs and general and administrative expense, and otherwise to execute on our business strategy. We need to maintain adequate operational controls and focus as we add new brands and products, distribution channels, and business strategies. There are no assurances that we will be able to effectively and efficiently manage our growth. Any inability to do so could increase our expenses and negatively impact our profit margin.

The loss of key personnel would directly affect our efficiency and profitability.

Our future success is dependent, in a large part, on retaining the services of our founder, Dr. Marco Moran, our President and Chief Executive Officer. Dr. Moran possesses a unique and comprehensive knowledge of our industry. While Dr. Moran has no plans to leave or retire in the near future, his loss could have a material adverse ~~affect~~effect on our operating, marketing and financial performance, including our ability to develop and execute our long term business strategy.

We are unable to ensure we can retain key personnel.

There can be no assurance that the Company will be able to retain its key managerial and technical personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon the Company's business, results of operations and financial condition.We rely on third-party packers of our products, and this dependence could make management of our marketing and distribution efforts inefficient or unprofitable.

We rely on third-party packers of our products, and this dependence could make management of our marketing and distribution efforts inefficient or unprofitable.

We do not control and manage the entire manufacturing process of our products, we do not own the plant and equipment required to manufacture and package our beverage products and do not anticipate having such capabilities in the future. As a consequence, we depend on third-parties and contract packers to produce our beverage products and to deliver them to distributors. Our ability to attract and maintain effective relationships with contract packers and other third parties for the production and delivery of our beverage products in a particular geographic distribution area is important to the achievement of successful operations within each distribution area. Currently, competition for contract packers’ business is tight, especially in the western United States, and this could make it more difficult for us to obtain new or replacement packers, or to locate back-up contract packers, in our various distribution areas, and could also affect the economic terms of our agreements with our packers. There is no assurance that we will be able to maintain our economic relationships with current contract packers or establish satisfactory relationships with new or replacement contract packers, whether in existing or new geographic distribution areas. The failure to establish and maintain effective relationships with contract packers for a distribution area could increase our manufacturing costs and thereby materially reduce profits realized from the sale of our products in that area. In addition, poor relations with our contract packers could adversely affect the amount and timing of product delivered to our distributors for resale, which would in turn adversely affect our revenues and financial condition.

Our business and financial results depend upon maintaining a consistent and cost-effective supply of raw materials.

Raw materials for our products include concentrate, glass, labels, caps and packaging materials. Currently, we purchase our flavor concentrate from a flavoring house we believe that we have adequate sources of raw materials, which are available from multiple suppliers, and that in general we maintain good supplier relationships. The price of our concentrate is determined by our flavor houses and us, and may be subject to change. Prices for the remaining raw materials are generally determined by the market, and may change at any time. Increases in prices for any of these raw materials could have an adverse impact on our profitability and financial position. If we are unable to continue to find adequate suppliers for our raw materials on economic terms acceptable to us, this will adversely affect our results of operations.

Our inability to protect our trademarks, patent and trade secrets may prevent us from successfully marketing our products and competing effectively.

Failure to protect our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further, enforcing or defending our intellectual property rights, including our trademarks, patents, copyrights and trade secrets, could result in the expenditure of significant financial and managerial resources. We regard our intellectual property, particularly our trademarks, patent and trade secrets to be of considerable value and importance to our business and our success. We rely on a combination of trademark, patent, and trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual property rights. We have obtained certain trademarks and are pursuing the registration of additional trademarks in the United States, Canada and internationally. There can be no assurance that the steps taken by us to protect these proprietary rights will be adequate or that third parties will not infringe or misappropriate our trademarks, trade secrets (including our flavor concentrate trade secrets) or similar proprietary rights. In addition, there can be no assurance that other parties will not assert infringement claims against us, and we may have to pursue litigation against other parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary rights or any claims of infringement by third parties could have a material adverse ~~affect~~effect on our ability to market or sell our brands, profitably exploit our unique products or recoup our associated research and development costs.

We have limited working capital and may need to raise additional capital in the future.

Our capital needs in the future will depend upon factors such as market acceptance of our products and any other new products we launch, the success of our independent distributors and our production, marketing and sales costs. None of these factors can be predicted with certainty.

The Company does not currently have the financial resources to expand its existing operations and to fully implement its business strategy. Absent raising additional capital or entering into joint venture agreements, it will not be able to fully implement its business strategy. This could limit the size of the business. There is no assurance that capital will be available in the future to the Company or that capital will be available under terms acceptable to the Company. The Company will need to raise additional money, either through the sale of equity securities (which could dilute the existing stockholders' interest), through the entering of joint venture agreements (which, while limiting the Company’s risk, could reduce its ownership interest in particular assets), or from borrowings from third parties (which could result in additional assets being pledged as collateral and which would increase the Company’s debt service requirements).

Additional capital could be obtained from a combination of funding sources, many of which could have a material adverse ~~affect~~effect on the Company’s business, results of operations and financial condition. These potential funding sources and the potential adverse ~~affects~~effects attributable thereto, include:

~~● borrowings from financial institutions, which may subject the Company to certain restrictive covenants, including covenants restricting its ability to raise additional capital or pay dividends;~~·

~~● debt~~borrowings ~~offerings~~from financial institutions, which ~~would~~may ~~increase~~subject the Company’s ~~leverage and add~~ to ~~its~~certain ~~need~~restrictive ~~for~~covenants, ~~cash~~including tocovenants ~~service~~restricting ~~such~~its ~~debt~~ability ~~(which~~to ~~could~~raise ~~result in~~ additional ~~assets~~capital ~~being~~or ~~pledged~~pay ~~as collateral and which could increase the Company’s debt service requirements)~~dividends;

~~● additional offerings of equity securities, which would cause dilution of the Company’s common stock;~~·

● debt offerings, which would increase the Company’s leverage and add to its need for cash ~~flow~~to ~~from~~service ~~operating~~such ~~activities,~~debt (which iscould ~~dependent~~result ~~upon~~in ~~the~~additional ~~success~~assets ofbeing ~~current~~pledged as collateral and ~~future~~which ~~operations~~could increase the Company’s debt service requirements);

additional offerings of equity securities, which would cause dilution of the Company’s common stock;

cash flow from operating activities, which is dependent upon the success of current and future operations;

The Company’s ability to raise additional capital will depend on the results of operations and the status of various capital and industry markets at the time such additional capital is sought. Accordingly, capital may not become available to the Company from any particular source or at all. Even if additional capital becomes available, it may not be on terms acceptable to the Company. Failure to obtain additional financing on acceptable terms may have a material adverse affect on the Company’s business, results of operations and financial condition.

Increased competition could hurt our business.

The Beverage industry is highly competitive. The principal areas of competition are pricing, packaging, development of new products and flavors, and marketing campaigns. Our products compete with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially greater financial, marketing, and distribution resources than we do.

Change in consumer preferences may reduce demand for our product.

Consumers are seeking greater variety in their beverages. Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages. In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of quality and health, although there can be no assurance of our ability to do so. There is no assurance that consumers will continue to purchase our product in the future.

We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.

Our business is substantially dependent upon awareness and market acceptance of our products and brands by our targeted consumers, between the ages of 15 and 35. In addition, our business depends on acceptance by our independent distributors of our brands as beverage brands that have the potential to provide incremental sales growth rather than reduce distributors’ existing beverage sales. Although we believe that we have been relatively successful towards establishing our brands as recognizable brands in the Alternative beverage industry, it may be too early in the product life cycle of these brands to determine whether our products and brands will achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers.

We could be exposed to product liability claims for personal injury or possibly death.

Although we have product liability insurance in amounts we believe are adequate, we cannot assure that the coverage will be sufficient to cover any or all product liability claims. To the extent our product liability coverage is insufficient; a product liability claim would likely have a material adverse ~~affect~~effect upon our financial condition. In addition, any product liability claim successfully brought against us may materially damage the reputation of our products, thus adversely affecting our ability to continue to market and sell that or other products.

Our business is subject to many regulations and noncompliance is costly.

The production, marketing and sale of our unique beverages, including contents, labels, caps and containers, are subject to the rules and regulations of various federal, provincial, state and local health agencies. If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or production may be stopped, thus adversely affecting our financial conditions and operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time to time and while we closely monitor developments in this area, we have no way of anticipating whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have a material adverse ~~affect~~effect on our financial condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

InThere ~~August~~are ~~2012,~~no ~~the~~unresolved ~~Company~~staff ~~received~~comments anot ~~letter from the SEC indicating it was abandoning the comment process on the company’s~~ previously ~~filed 8K/A and December 31, 2011 10K/A~~disclosed.

ITEM 2. PROPERTIES

The ~~Company~~company’s ~~leases~~headquarters ~~space~~and atproduct ~~132~~development E.lab ~~Northside~~is ~~Dr.~~based ~~Suite~~in C Clinton, MSMississippi; ~~39056~~with ~~and~~additional atexecutive ~~811~~offices ~~Town & Country Blvd~~ in Houston, TXTexas. Furthermore, the company maintains an office at 101 Convention Center Dr., Suite 700, Las Vegas, NV 39202 at no cost. We believe that these spaces are adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

The Company leases space at 132 E. Northside Dr. Suite C Clinton, MS 39056 and at 811 Town & Country Blvd in Houston, TX. We believe that these spaces are adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

ITEM 3. LEGAL PROCEEDINGS

The Company is aggressively defending itself in all of the below proceedings. The Company’s management believes the likelihood of future liability to the Company for these contingencies is remote, and the Company has not recorded any liability for these legal proceedings at December 31, ~~2012~~2013 and December 31, ~~2011~~2012. While the results of these matters cannot be predicted with certainty, the Company’s management believes that losses, if any, resulting from the ultimate resolution of these proceedings will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

17On January 20, 2011, a claim was filed against Dewmar International BMC, Inc.(“Dewmar”) by Corey Powell, in Ascension Parish, LA 23rd Judicial District Court. Corey Powell was a former distributor of LEAN, a relaxation beverage marketed by Dewmar. Powell filed suit to recover allegedly unpaid commissions, “invasion fees” and “finder’s fees.” The commissions related to payments allegedly owed for Powell’s direct sale of LEAN product to wholesalers and retailers. The invasion fees relate to payments allegedly owed to Powell when the LEAN product was sold by other wholesalers in his geographic territory. The finders’ fees relate to payments allegedly owed to Powell for introducing investors to the Dewmar’s management. Discovery has continued and a deposition is being scheduled for July or August, 2014 on the last witness prior to a trial date being set. Written discovery has been propounded and several depositions have been taken to better understand the nature and basis for the plaintiff’s claims and to build Dewmar’s defenses. Dewmar has vigorously contested each and every one of the plaintiff’s allegations and has instructed counsel to proceed to trial on the merits. There have been negotiations between the counsels for the parties regarding dropping approximately half of the original claims, but no reasonable discussions have occurred. Currently, there is no trial date set.

During January 2011, a claim was filed against DSD by Corey Powell, in Ascension Parish, LA 23rd Judicial District Court. Corey Powell was a former distributor of LEAN, a relaxation beverage marketed by DSD. Powell filed suit to recover allegedly unpaid commissions, “invasion fees” and “finder’s fees.” The commissions related to payments allegedly owed for Powell’s direct sale of LEAN product to wholesalers and retailers. The invasion fees relate to payments allegedly owed to Powell when the LEAN product was sold by other wholesalers in his geographic territory. The finders’ fees relate to payments allegedly owed to Powell for introducing investors to the DSD management. Discovery is ongoing. Written discovery has been propounded and depositions have been taken to better understand the nature and basis for the plaintiff’s claims and to build DSD’s defenses. DSD has vigorously contested each and every one of the plaintiff’s allegations and has instructed counsel to proceed to trial on the merits. There have been negotiations between the counsels for the parties regarding dropping approximately half of the original claims. However no trial date has been set.

On February 14, 2011, a claim was filed against DSD by Charles Moody, in Caddo Parish, LA First Judicial Court seeking in excess of $100,000 in damages. Charles Moody loaned DSD approximately $63,000 in June 2009. In exchange, Moody received a Promissory Note containing the terms and conditions of the repayment of the loan. Based upon the understanding of the parties, DSD began making monthly payments to Moody in January 2010 in satisfaction of the loan. In December 2010, final payment of the remaining balance of the loan was paid to Moody in full and final satisfaction of the Promissory Note. Moody filed suit to recover “late fees” allegedly owed under the Promissory Note. DSD contends the Promissory Note was satisfied with the final payment in December 2010; Moody contends that repayment should have begun in November 2009, and that because it did not, late fees are owed. This matter was settled for a payment of $8,000 by DSD on July 27, 2012 with no admission of guilt or liability by either party.

On November 9, 2011, Charles Moody and DeWayne McKoy filed a claim against DSD and Marco Moran, CEO, in Bossier Parish, LA 26th Judicial Court. Charles Moody and Dewayne McKoy, allegedly both shareholders of DSD, brought an action against Dr. Moran alleging that he engaged in various acts of misconduct and breaches of his fiduciary duties to the corporation which damaged them as minority shareholders. Moody and McKoy also seek damages from Dr. Moran for dilution and/or loss of value of their shareholder interest in DSD as a result of his alleged misconduct. DSD is a nominal defendant in this derivative action, as required by Louisiana law. Initial pleadings have been filed and exceptions to the plaintiff’s claims have been asserted. Discovery has not yet commenced. DSD vigorously denies that its officers or directors engaged in any conduct which may have harmed minority shareholders. The case has been dismissed.

During December 2011, Innovative Beverage Group Holdings (“IBGH”) filed a claim against Dewmar International BMC, Inc., Unique Beverage Group, and LLC. and Marco Moran, CEO of the Company, in Harris County, TX 61st Judicial District Court, whereas the plaintiff asserted certain allegations. On February 24, 2012, the Company filed a motion for summary judgment to dismiss these frivolous allegations due to lack of proper evidence. On April 12, 2012 Dewmar International BMC, Inc was given written notice of its non-suit without prejudice from Innovative Beverage Group, Inc. This releases Dewmar International BMC, Inc. from any and all liability. On June 27, 2012, Innovative Beverage Group Holdings (“IBGH”) filed the same claims against Dewmar International BMC, Inc., DSD Network of America, Inc. and Marco Moran CEO of the Company, in Harris County, Texas 127th Judicial District Court, whereas plaintiff asserted that the Defendants engaged in various acts of unfair business practices that caused harm to IBGH. The company’s and Marco Moran have filed an Answer and Counterclaim in this matter on October 31, 2012. Discovery has not yet begun in this matter. Written discovery will be propounded and depositions will have to be taken to better understand the nature and basis for the plaintiff’s claims and to build the Company’s defenses. The Company has vigorously contested each and every one of the plaintiff’s allegations and has instructed counsel to proceed to trial on the merits.

OnDuring ~~March~~December 222011, ~~2012~~Innovative ~~Plaintiff,~~Beverage ~~DSD~~Group ~~NETWORK~~Holdings ~~OF AMERICA, INC.~~ (~~hereinafter~~ “~~DSD~~IBGH”) filed ~~suit~~a claim against ~~Defendants~~Dewmar ~~DeWayne~~International ~~McKoy~~BMC, ~~Charles~~Inc., ~~Moody~~Unique Beverage Group, ~~Corey~~and ~~Powell~~LLC. and ~~Peter~~Marco ~~Bianchi~~Moran, CEO of the Company, in ~~United~~Harris ~~States~~County, TX 61st Judicial District Court;, ~~District~~whereas ofthe ~~Nevada~~plaintiff ~~for~~asserted certain allegations. On February 24, 2012, the Company filed a ~~combined~~motion ~~thirteen~~for ~~claims~~summary ~~accusing~~judgment ~~this~~to ~~group~~dismiss ofthese ~~defendants~~frivolous inallegations ~~colluding~~due ~~against~~to ~~the~~lack ~~Company~~of proper evidence. ~~Answers~~On ~~have~~April ~~been~~12, ~~received~~2012 Dewmar International BMC, Inc was given written notice of its non-suit without prejudice from ~~McKoy~~Innovative Beverage Group, ~~Moody~~Inc. ~~and~~This ~~Powell~~releases Dewmar International BMC, Inc. from any and ~~Powell~~all ~~has~~liability. On June 27, 2012, Innovative Beverage Group Holdings (“IBGH”) filed athe ~~counterclaim~~same claims against Dewmar International BMC, Inc., DSD ~~vigorously~~Network ~~denies~~of ~~all~~America, Inc. and Marco Moran CEO of the ~~claims~~Company, in ~~Powell~~Harris County, Texas 127th Judicial District Court, whereas plaintiff asserted that the Defendants engaged in various acts of unfair business practices that caused harm to IBGH. The company’s ~~counterclaim.~~and ~~Bianchi~~Marco ~~failed~~Moran tohave ~~answer~~filed an Answer and ~~was~~Counterclaim ~~defaulted~~in ~~however~~this ~~Bianchi~~matter on October 31, 2012. Discovery has ~~filed~~not ayet ~~Motion~~begun in this matter. Written discovery will be propounded and depositions will have to ~~Set~~be ~~Aside~~taken to better understand the ~~Default~~nature and ~~Powell~~basis ~~and~~for ~~Bianchi~~the ~~have~~plaintiff’s ~~filed~~claims ~~Motions~~and to ~~Dismiss~~build the Company’s defenses. ~~Rulings~~ The Company has vigorously contested each and every one of the plaintiff’s allegations and has instructed counsel to proceed to trial on ~~these~~the ~~Motions~~merits. ~~are~~As ~~still~~of ~~pending~~the date of the filing, Dewmar is no longer the defendant in the case.

18On March 22, 2012 Plaintiff, DSD NETWORK OF AMERICA, INC. (hereinafter “DSD”) filed suit against Defendants DeWayne McKoy, Charles Moody, Corey Powell and Peter Bianchi in United States District Court; District of Nevada for a combined thirteen claims accusing this group of defendants in colluding against the Company. Answers have been received from McKoy, Moody and Powell and Powell has filed a counterclaim. DSD vigorously denies all the claims in Powell’s counterclaim. Bianchi failed to answer and was defaulted however Bianchi has filed a Motion to Set Aside the Default and Powell and Bianchi have filed Motions to Dismiss. This case has been dismissed

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

PART II

(a) Market Information. Our Common Stock is traded on the OTCBB as of ~~March~~July 1420, ~~2013~~2015. No assurance can be given that any active market for our Common Stock will ever develop.

(b) Holders. As of ~~April~~July 1520, ~~2013~~2014, there were ~~196~~201 record holders of all of our issued and outstanding shares of Common Stock.

(c) Dividend Policy

We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

ITEM 6. SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Results of Operations

Fiscal Year Ended December 31, ~~2012~~2013 compared to December 31, ~~2011~~2012

Revenue

Revenue is presented net of sales allowances. Net revenue decreased $~~838~~293,~~630~~349, or 6156.73%, to $~~520~~ 227,~~874~~525 from $1520,~~359,504~~874 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively. This decrease was primarily due to ~~overall~~a ~~decrease~~reduction in ~~business~~marketing ~~activities,~~efforts ~~and~~by ~~decreased~~Dewmar, ~~marketing~~while ~~efforts. The~~the Company ~~decided~~changed ~~to change~~ its distribution ~~channel~~strategy ~~structure~~ from selling to all accounts inclusive of general food and beverage wholesalers in 2011 ~~to excluding those general food~~ and ~~beverage~~2012 ~~wholesalers~~to ~~and~~focusing ~~greatly~~on ~~focusing~~specific ~~its~~big ~~sales~~box toretailers ~~primarily~~as ~~direct~~Walmart, ~~store~~Target, K-~~delivery~~mart ~~(SDS)~~and ~~beer~~other ~~distributors~~similar ~~in 2012~~entities.

Cost of Goods Sold

Cost of goods sold decreased $~~302~~109,~~605~~563, or 5952.14%, to $~~209~~99,~~278~~715 from $~~511~~209,~~883~~278 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively. This overall decrease was primarily the result of decreased production and sales.

Operating Expenses

Operating expenses ~~increased~~decreased $32,~~369~~ 483,~~102~~374 or ~~332~~58.76%, to $41,~~385~~901,~~056~~682 from $14,~~015~~385,~~954~~056 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively. The overall ~~increase~~decrease in operating expenses results primarily from issuances of preferred stock valued at $3,150,000 to Dr. Moran ~~for~~during ~~services~~the ~~rendered~~year ended December 31, 2012 and ~~other~~there ~~stock~~is ~~based~~no ~~compensation~~such ofexpense ~~$475,901~~during tothe ~~various~~year ~~consultants~~ended ~~for~~December ~~services~~31, ~~rendered~~2013.

~~Marketing~~Contract ~~and~~labor ~~advertising~~ costs decreased to $87128,~~452,~~253 orfrom ~~75%, to~~ $28145,~~550~~037 for the ~~year~~years ~~ended~~ December 31, ~~2012,~~2013 asand ~~compared to $116~~2012,~~002~~ ~~for the year ended December 31, 2011~~respectively. ~~This~~ ~~overall~~Contract ~~decrease~~labor ~~was~~costs ~~due~~primarily toincluded ~~lack~~costs offor ~~funding~~administrative ~~needed~~and tomarketing/sales ~~heighten awareness of our products~~support.

Contract labor costs decreased to $145,037 from $358,792 for the years December 31, 2012 and 2011, respectively. Contract labor costs primarily included costs for administrative and marketing/sales support.

Interest Expense

For the years ended December 31, ~~2012~~2013and ~~and 2011~~2012, the Company recognized interest expense of $23318,~~764~~921 and $4323,~~066~~764, respectively, an increase of $295,157. During the year ended December 31, ~~2012~~2013, amortization of debt discount associated with the creation of derivative liabilities totaled $17295,~~282~~726 as compared to $017,282 for the year ended December 31, ~~2011~~2012.

Net Loss

Our net loss for the year ended December 31, ~~2012~~2013 was $42,~~120~~407,~~571~~468 as compared to a net ~~income~~loss of $364,~~007~~120,571 for the year ended December 31, ~~2011~~2012. The ~~increase~~decrease in net loss is attributable to the ~~increases~~decrease in operating expenses and ~~the~~a decrease in ~~revenue,~~cost ~~which~~of isgoods ~~discussed~~sold ~~above~~as compared to prior year.

Liquidity and Capital Resources

Years ended December 31, ~~2012~~2013 as compared to December 31, ~~2011~~2012

During the years ended December 31, ~~2012~~2013 and ~~2011~~2012, the Company recognized negative cash flows from operating activities of ($~~193~~235,~~118~~797) and ($91193,~~104~~118), respectively. As of December 31, ~~2012~~2013, the Company held cash and cash equivalents of $387,~~388~~231 compared to cash of $9138,~~506~~388 at December 31, ~~2011~~2012.

Cash used in investing activities totaled $019,900 and $~~7,850~~0 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively. Cash used in investing activities consisted of purchases of property and equipment ~~and advances to a related party~~. Cash provided by ~~(used in)~~ financing activities totaled $~~140~~224,~~000~~540 and ($13140,~~373)~~000, for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively, and consisted of proceeds received from convertible notes and payments made on notes payable during the year ended December 31, ~~2012~~2013 and ~~2011~~2012. During the year ended December 31, 2013, we received $9,720 for the issuance of 38,880,000 shares of common stock.

The Company is dependent upon obtaining adequate financing to enable it to pursue its business plan and manage its operations for profitability. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.

Management has been successful in raising sufficient funds to cover the Company’s immediate expenses including general and administrative.

The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all.

OnDuring ~~January~~the 15year ended December 31, 2013, the Company entered into ~~a Securities Purchase Agreement with Asher Enterprises~~$214,820 ~~Inc.~~of ~~(“Asher”)~~additional ~~a Delaware Corporation for an 8%~~ convertible ~~promissory~~notes ~~note~~payable with anvarious ~~aggregate principal amount of $53,000 which together with any unpaid accrued interest due on September 17, 2013~~holders. See ~~This~~Note ~~convertible~~7 ~~note~~“Convertible ~~together~~Notes” ~~with~~in ~~any unpaid accrued interest is convertible into shares of common stock at~~ the ~~holder’s~~footnotes ~~option~~to ~~180 days from inception at a variable conversion price calculated as~~ the ~~greater~~financial ofstatements ~~(i) the variable conversion price of 48% of the market price calculated as the average of the lowest three trading prices~~ for the ~~common~~terms ~~stock~~and ~~during~~conversions ~~the 10 trading day period prior to the conversion date or (ii) the fixed price~~ of ~~$0.0009. This convertible promissory note was funded in~~ the ~~amount~~detailed ~~of $50,000, with $3,000 being recorded as legal fees for amounts held by note holder~~notes. ~~The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration.~~

On February 19, 2013, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) a Delaware Corporation for an 8% convertible promissory note with an aggregate principal amount of $32,500 which together with any unpaid accrued interest due on November 21, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as the greater of (i) the variable conversion price of 55% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.0009. This convertible promissory note was funded in the amount of $30,000, with $2,500 being recorded as legal fees for amounts held by note holder. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration.

Commitments

WeSee dothe ~~not~~notes ~~have any commitments, which are required~~ to bethe ~~disclosed~~financial instatement ~~tabular~~for ~~form~~our ~~as of December 31, 2012~~commitments.

Off-Balance Sheet Arrangements

As of December 31, ~~2012~~2013 we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

Critical Accounting Policies

In preparing our consolidated financial statements, we make estimates, assumptions and judgments that can have a significant impact on our operating income and net income as well as on the value of certain assets and liabilities on our consolidated balance sheet. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Actual results may differ materially from these estimates under different assumptions or conditions.

2115

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and/or if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically could materially impact the consolidated financial statements. Management believes the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of the consolidated financial statements:

Revenue Recognition Policy

The Company recognizes revenue when the product is received by and title passes to the customer. The Company’s standard terms are ‘FOB’ destination. If a customer receives any product that they consider damaged or unacceptable, the customer must document any such damages or reasons for it not to be accepted on the original bill of lading upon delivery and then inform the Company within 72 hours of receipt of the product. The Company does not accept returns of product for reasons other than damage.

We record estimates for reductions to revenue for customer programs and incentives, including price discounts, volume-based incentives, and promotions and advertising allowances. Products are sold with extended payment terms not to exceed 120 days. Revenue is shown net of sales allowances on the accompanying statements of operations.

Cost of Goods Sold

The Company’s cost of goods sold includes all costs of beverage production, which primarily consist of raw materials such as concentrate, aluminum cans, trays, shrink wrap, can ends, labels and packaging materials. Additionally, costs incurred for shipping, handling and warehousing charges are included in cost of goods sold. The Company does not bill customers for cost of shipping unless the Company incurs additional charges such as refusing initial shipment or not being able to receive shipment at their prescheduled time with the freight company.

Derivatives

The Company’s convertible note arrangements have been determined to contain embedded derivatives in the form of their embedded conversion features. The embedded conversion features have been bifurcated and have been recorded at their estimated fair market value with the change in the derivative liability being recorded as a gain or loss in other income on the statement of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the Financial Statements below, beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) in effect as of December 31, ~~2012~~2013 was carried out under the supervision and with the participation of our Chief Executive Officer who also performs the functions of the principal financial officer. Based upon that evaluation, the Chief Executive Officer (acting in that capacity and also as the Company’s principal financial officer) concluded that the design and operation of our disclosure controls and procedures were not effective as of December 31, ~~2012~~2013 (the end of the period covered by this annual report on Form 10-K).

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. It should be noted, however, that because of inherent limitations, any system of internal controls, however well-designed and operated, can provide only reasonable, but not absolute, assurance that financial reporting objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements would not be prevented or detected on a timely basis by employees in the normal course of their work. Our Chief Executive Officer, also performing the functions of the principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2012~~2013 based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (the COSO criteria). Based on that evaluation under the COSO criteria, our management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, ~~2012~~2013. The Company does not have full time accounting and financial reporting personnel and lacks funding in order to file timely reports. The Company outsources its accounting duties to a consultant and outsources its financial reporting responsibilities to an outside consulting firm. The Company is dedicated to becoming current with its financial reporting over the next six months.

No Attestation Report of the Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the Company’s internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act provides an exemption from the independent auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act for small issuers that are neither a large accelerated filer nor an accelerated filer. The Company qualifies for this exemption.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation referred to above during the last quarter of fiscal ~~2012~~2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our officers and directors as of December 31, ~~2012~~2013 together with all positions and offices of the Company held by each and the term of office and the period during which each has served:

Name	Age	Position with the Company	Term Of Office
Marco Moran	3941	Pres/Sec/Treas/CEO/CFO/Dir.	2008 to present
Kevin M. Murphy	66	Director	November 29, 2007, to present
Derrick Brooks	41	Director	March 19, 2012 to present
Derrick Brooks	39	Director	March 19, 2012 to present

Biographical Information

The following paragraphs set forth brief biographical information for the aforementioned director and executive officers and directors:

Marco Moran, CEO, President, Secretary, CFO, Treasurer, Director, Chief Accounting Officer

As Chief Executive Officer Marco Moran ishas ~~responsible~~overall responsibility for ~~product oversight, research and development, quality control, strategic planning, and sales and marketing efforts. He also provides leadership to~~ the Company’s performance, ~~as well as~~ developing its strategic plan to advance its mission and ~~objectives,~~to ~~and~~manage toshareholders’ ~~promote~~value ~~revenue,~~through ~~profitability,~~profitable ~~and~~revenue growth. ~~Dr. Moran also oversees Company operations to insure production efficiency, quality, service, and cost-effective management of resources.~~

InAs ~~2008, he began Unique Beverage Group, LLC, where he branded his first beverage and learned how to take~~ a ~~product~~licensed toDoctor ~~market, leading him to develop his current enterprise Dr. Moran was previously a Pharmacist for several years throughout the Southeastern Region~~ of the United States, practicing pharmacy in up to 5 states. From 2007 to 2008 he served in this role for Mississippi Baptist Health System, preceded by one year with Accredo Nova Factor as its Pharmacist and Project Manager in Memphis, TN. From 2004 to 2006, Dr. Moran was employed in the same capacity for River Region Medical Center in Vicksburg, Mississippi, where he managed Six Sigma project teams to assist administration in meeting annual corporate financial objectives. He also owned the financial services firm Wiser Tax Pros. During his first two years as a business owner he also worked for CVS Pharmacy ~~in Mobile~~ and Tuscaloosa, AL. Dr. Moran began his career as the Director of Pharmacy and Regulatory Affairs for INO Therapeutics, Inc. in Port Allen, Louisiana. He served as a Graduate Assistant and Instructor during his MBA studies, and previously served at the U.S. Naval Hospital in Camp Lejeune, North Carolina as a Medical Service Corp Officer and Pharmacist. Dr. Moran holds graduate ~~degrees~~degree in ~~Business Administration and~~ Pharmaceutical ~~Science from the University of Louisiana at Monroe~~Sciences, ~~and was briefly a law student at the West Coast School of Law before becoming a full-time entrepreneur.~~ Dr. Moran has ~~expanded~~direct ~~his~~oversight ~~pharmaceutical formulation experience by completing basic and advanced training as a Professional Compounding Centers~~ of ~~America~~all ~~(PCCA) Compounding in Houston, TX and as a trained American Colleges of~~ the ~~Apothecaries~~company’s ~~Compounding~~research ~~Specialist in Memphis, TN. Dr. Moran has completed various extensive training in New York~~ and ~~California through BevNet Live Entrepreneur School annually since 2009~~development, ~~inclusive~~quality ofcontrol ~~branding, packaging,~~ and ~~entrepreneur~~product ~~coursework~~innovation ~~to enhance his knowledge of the beverage industry~~activity.

MrDr. ~~Kevin~~Moran Mserved at the U.S. ~~Murphy~~Naval Hospital in Camp Lejeune, ~~Director~~North Carolina as a Medical Service Corp Officer and Pharmacist.

MrDr. ~~Murphy,~~Moran ~~age~~began ~~62,~~his ispublic anservice ~~international~~career ~~consultant,~~as ~~with many years of executive management experience in corporate reorganization, finance, administration, and new business development. He has served on~~ the ~~Board~~Director of ~~Directors~~Pharmacy ~~of several companies. Mr. Murphy serves as President~~ and ~~CEO~~Regulatory ofAffairs ~~Wannigan~~for ~~Capital~~INO ~~Corp. and as President and Director of Convenientcast~~Therapeutics, Inc. ~~(formerly~~in ~~Wannigan~~Port ~~Ventures/PC 9-11~~Allen, ~~Inc/iAudioCampus~~Louisiana.~~com).~~ ~~Mr. Murphy also serves as President and CEO of Silver Mountain Mines and Aldar Group Inc., a fully reporting public company (symbol ALDJ, OTC BB).~~ He ishas ~~also~~been ~~President and Chairman of~~ the ~~Board~~pharmacist of ~~Directors~~record offor ~~Greenleaf~~leading ~~Forum~~medical ~~International,~~providers ~~Inc.,~~such aas ~~private investment banking firm. Mr. Murphy became CEO and Chairman of~~ the ~~Board~~Mississippi ofBaptist ~~Absolute~~Health ~~Future.Com~~System, ~~Inc.~~River onRegion ~~August~~Medical 15Center, ~~2001.~~Accredo HeNova ~~applied for reorganization for Absolute Future.Com through the Federal Bankruptcy Courts January 31~~Factor, ~~2002.~~and ~~Mr.~~several ~~Murphy~~retail ~~filed~~pharmacy ~~Bankruptcy in June of 2001~~chains. HeDuring ishis ~~CEO~~time ~~and~~with ~~President~~River ofRegion aMedical ~~private company~~Center, ~~Neighborhood Choices, Inc~~Dr., inMoran ~~the~~managed ~~International~~Six ~~Domain~~Sigma ~~registration~~project ~~and~~teams ~~resale~~to ~~industry.~~assist Headministration ~~is CEO and President of Evergreen Firewood, Inc., a private company~~ in ~~the~~meeting ~~Alternate~~quality ~~Fuel~~control ~~industry~~standards. Mr. Murphy is an alumnus of the University of California (UCLA), Los Angeles School of Economics and the California State University (CSULA) at Los Angeles's School of Business, and is an Alumni of Sigma Alpha Epsilon.

24In 2008, Dr. Moran launched Unique Beverage Group, LLC, where he developed, and marketed his first mix of branded, functional beverages. Dr. Moran single-handedly introduced relaxation beverages to major beer distributors in the deep Southern U.S. states. The success of these initial products and the relationships formed during this period eventually lead to the development of Lean Slow Motion Potion and the creation of Dewmar International BMC.

Education:

Dr. Moran completed his pre-pharmacy studies at Louisiana State University in Baton Rouge. Dr. Moran earned his professional Pharmacy degree, MBA and Pharmaceutical Sciences postgraduate degrees from the University of Louisiana at Monroe.

Dr. Moran has expanded his pharmaceutical formulation experience by completing basic and advanced training as a Professional Compounding Centers of America (PCCA) Compounding in Houston, TX; as a trained American Colleges of the Apothecaries Compounding Specialist in Memphis, TN and has completed numerous specialty courses with the National Community Pharmacists Association

Dr. Moran has completed various extensive training in New York and California through BevNet Live Entrepreneur School annually since 2009, inclusive of branding, packaging, and entrepreneur coursework to enhance his knowledge of the beverage industry.

Public Service:

Appointed Chair of the Mississippi District Export Council which is a position appointed by the United States Department of Commerce and United States Export Assistance Council.

Dr. Derrick Brooks, Director

Derrick D. Brooks, Sr., M.D., age 3941, is a medical physician whose primary role is to serve as a licensed healthcare profession and medical liaison to assist the company in reviewing opportunities in developing new products that assist in mood enhancement, improving functionality and to serve as an additional medical expert as it relates to the Company’s flagship beverage Lean Slow Motion PotionTM which proves worthy to major retailers, buyer and consumers worldwide.

PROFESSIONAL EXPERIENCE

Staff Emergency Room Physician Level II)

Our Lady of the Lake Regional Medical Center

July 2003 - April 2011

Staff Pediatric Emergency Room Physician (Level II)

Our Lady of the Lake Regional Medical Center

July 2003 - November 2009

Staff Emergency Room Physician (Level II)

Ochsner Baton Rouge

March 2011 - present

Staff Emergency Room Physician (Level II)

University Medical Center - Lafayette

March 2011 - present

Staff Emergency Room Physician (Level III)

Iberia Medical Center - Iberia

June 2011 - present

MEDICAL EDUCATION

Louisiana State University School of Medicine

Doctor of Medicine 1999

New Orleans, Louisiana

GRADUATE TRAINING

Internship/Residency

Internal Medicine/Pediatrics

LSU Health Science Center

New Orleans, Louisiana

July 1999 - June 2003

BOARD CERTIFICATIONS

American Board of Internal Medicine

Certified 2003

American Board of Pediatrics

Certified 2003

American Board Physician Specialties - Emergency Medicine

Board Eligible

Sitting 2012

2519

MEDICAL LICENSURE

Louisiana #025414

CERTIFICATIONS

Advanced Trauma Life Support

Advanced Cardiac Life Support

Pediatric Advanced Life Support

Basic Life Support

Compensation and Audit Committees

As we only have three board members and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended December 31, ~~2012~~2013 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

Code of Ethics

We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years including both accrued and cash compensation.

Name and Principal Position	Year	~~Year~~Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	~~Salary~~Non- Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)	~~Bonus ($)~~		~~Stock Awards ($)~~		~~Option Awards ($)~~		~~Non- Equity Incentive Plan Compen- sation ($)~~		~~Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)~~		~~All Other Compen- sation ($)~~		~~Total ($)~~
Marco Moran,President, Sec.,			2012			$	120,000	*			0		$3,150,000		0		0		0		0	$	3,270,000	*
Marco Moran, President, Sec.,	2013	120,000	0	0	0	0	0	0	120,000
Treas, Dir, CFO, CEO	2012	120,000	~~2011~~0	3,150,000	0	0	~~120,000~~0	**0	3,270,000		0		0		0		0		0		0		~~120,000~~	**
Kevin M. Murphy	2013	0	~~2012~~0	0	0	0	0	0	0		0		0		0		0		0		0		0
Director			2011				0				0		0		0		0		0		0		0
Former Director	2012	0	0	0	0	0	0	0	0
Derrick Brooks	2013	0	~~2012~~0	14,400	0	0	0	0	14,400		0		0		0		0		0		0		0
Director	2012	0	~~2011~~0	0	0	0	0	0	0		0		0		0		0		0		0		0
Howard Bouch- Former Director			2012				0				0		0		0		0		0		0		0
Howard Bouch Former Director	2013	0	0	0	0	0	0	0	0
			2011				0				0		0		0		0		0		0		0
	2012	0	0	0	0	0	0	0	0

2620

“*” During 2012, $13,000 was paid and $107,000 accrued.

** During 2011, $20,000 was paid and $100,000 was accrued.

On January 1, 2011, the Company entered into employment agreement with Dr. Moran (“Employee”) to serve as President and Chief Executive Officer of the Company. The employment commenced on January 1, 2011 and runs for the period through January 1, 2015. The Company will pay Employee, as consideration for services rendered, a base salary of $120,000 per year.

As additional compensation, Employee is eligible to receive one percent of the issued and outstanding shares of the Company if the gross revenues hit specified milestones for each fiscal year under the agreement. The Company will provide additional benefits to Employee during the employment term which include, but are not limited to, health and life insurance benefits, vacation pay, expense reimbursement, relocation reimbursement and a Company car. The Company may also include Employee in any benefit plans which it now maintains or establishes in the future for executives. If Employee dies, the Company will pay the designated beneficiary an amount equal to two years’ compensation, in equal payments over the next twenty four months.

In the event Employee’s employment is constructively terminated within five years of the commencement date, Employee shall receive a termination payment, which will be determined according to a schedule based upon the number of years since the commencement of the contract, within a range of $120,000 to $400,000. Additionally, Employee shall continue to receive the additional benefits mentioned above for a period of two years from the termination date. If the constructive termination date is later than five years after the commencement date, Employee shall receive the lesser amount of an amount equal to his aggregate base salary for five years following the date of the termination date, or an amount equal to his aggregate base salary through the end of the term. Additionally, Employee shall continue to receive the additional benefits mentioned above during the period he is entitled to receive the base salary.

On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667 which resulted in recognition of loss on settlement of accrued salaries of $16,667 for the difference in the amount of accrued salary and the fair market value of the shares issued. ~~As of the issuance of this data, the shares have not been issued as such are recorded as a common stock payable. These shares are not included in the calculation above.~~

On December 6, 2012, the Company agreed to issue 50,000,000 shares of Class A Preferred stock to Dr. Moran for services rendered. The holders of the preferred stock shall be entitled to participate in dividends upon board approval and do not get liquidation preferences. The shares are convertible into 10 shares of common stock. Based on this, the Company determined the fair market value of the preferred shares to be equal to $3,150,000 based on the common stock trading price on the date of the resolution and recorded such as stock based compensation. The shares were treated as if converted into common shares to determine the fair market value.

On January 30, 2013, the Company issued 3,000,000 shares of Common stock to Derrick Brooks for services rendered. The Company estimated the fair market value of these shares to be $14,400 based on the closing price of the stock on the issuance date.

Director Compensation

We do not currently pay any cash fees to our directors, nor do we pay director’s expenses in attending board meetings.

Employment Agreements

We are not a party to any employment agreements other than with Dr. Moran.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of December 31, ~~2012~~2013 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

Title of Class	Name, Title and Address of Beneficial Owner of Shares (1)	Amount of Beneficial Ownership (2)	Percent of Class
Common	Marco Moran, President, CEO, and Director	40,000,000		60.4	%
All Officers and Directors as a Group		40,000,000		60.4	%


Title of Class	Name, Title and Address of Beneficial Owner of Shares (1)	Amount of Beneficial Ownership (2)	Percent of Class

Common	Marco Moran, President, CEO, and Director	40,000,000	60.4%

All Officers and Directors as a Group		40,000,000	60.4%

1. The address of each executive officer and director is 132 E. Northside Dr. Suite C Clinton, MS 39056.

2. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

3. Dr. Moran also owns 50,000,000 shares of preferred stock which are convertible into common shares at a 10 to 1 ratio, which are excluded from the calculation above.

4. On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667 which resulted in recognition of loss on settlement of accrued salaries of $16,667 for the difference in the amount of accrued salary and the fair market value of the shares issued~~. As~~ ~~of the issuance of this data, the shares have not been issued as such are recorded as a common stock payable. These shares are not included in the calculation above.~~

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of December 31, ~~2012~~2013 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

We currently do not maintain any equity compensation plans.

Our Board of Directors consists solely of Marco Moran, Kevin Murphy and Dr. Derrick Brooks. They are not independent as such term is defined by a national securities exchange or an inter-dealer quotation system.

Sales to Related Party Distributor

During the years ended December 31, ~~2012~~2013 and ~~2011~~2012, the Company engaged with a distributor that is wholly-owned by the Company’s CEO (the “Distributor”). The Distributor is responsible for shipping out product samples, transferring small quantities of product to local distributors at the request of the Company, sales of product to local retailers or small wholesalers and for the fulfillment of online sales orders. The Company may withdraw cases of product from the Distributor at the Company’s will for Company use, for which the Company will provide the Distributor with a credit memo based on a per-case price equal to the price paid by the Distributor to the Company.

28The Distributor pays the Company on a per case basis which is consistent with terms between the Company and third party distributors. Since the Company uses a substantial amount of the Distributor’s inventory as samples and promotions, the Company offers the Distributor credit terms of “on consignment.” During the years ended December 31, 2013 and 2012 the Company recognized revenue from product sales to the Distributor of $3,679 and $14,240 respectively, which represented 1.4% and 2.7%, respectively, of total product revenue recognized by the Company. At December 31, 2013and 2012, accounts receivable from the Distributor was $4,085 and $6,329, respectively.

The Distributor pays the Company on a per case basis which is consistent with terms between the Company and third party distributors. Since the Company uses a substantial amount of the Distributor’s inventory as samples and promotions, the Company offers the Distributor credit terms of “on consignment.” During the years ended December 31, 2012 and 2011, the Company recognized revenue from product sales to the Distributor of $14,240 and $13,162, respectively, which represented 2.7% and 0.97% respectively, of total product revenue recognized by the Company. At December 31, 2012 and 2011, accounts receivable from the Distributor was $6,329 and $3,000 respectively.

Shipping Reimbursements from Related Party

At December 31, ~~2012~~2013 and ~~2011~~2012, the Company had outstanding accounts receivable of $~~8,932~~0 and $58,~~603~~932, respectively, from a company, Wet & Wild, Inc. owned by the CEO’s wife. These receivables represent shipping reimbursements erroneously billed to DSD by logistics and shipping companies. The Company paid these invoices and then in turn generated invoices to the company owned by the CEO’s wife for reimbursement.

Advances to Related Party

~~During~~Prior ~~the~~to ~~period~~December ~~beginning~~31, ~~February~~ 2011 ~~through April 2011~~, the Company advanced $49,484 to a company owned by the CEO’s wife. As of December 31, ~~2012~~2013and ~~and 2011~~2012, ~~the~~that ~~company~~Company had repaid a cumulative $40,152 of these advances resulting in outstanding advances due of $9,332 as of these dates.

Acquisition of Fixed Assets from Related Party

During the year ended December 31, ~~2011~~2013, the Company purchased two used vehicles from companies owned by the CEO for a total of $719,~~850~~900. ~~There were no such purchases from related parties in the year ended December 31, 2012.~~

Loan from Related Party

During the period ended November 30, 2011, the Company received a related party loan from a company majority owned by the CEO and of which the CEO was the sole officer and director in the amount of $38,800. On March 7, 2012, the Company issued 438,000 restricted shares of common stock to settle the $38,800 advances from third parties that were outstanding at December 31, 2011.

Other

During ~~2011~~2012, the Company ~~paid~~made ~~consulting~~payments ~~and~~of ~~research~~$9,353 ~~related~~to ~~fees~~his onwife ~~behalf~~and ofdaughter ~~High~~for ~~Margins,~~reimbursement ~~Inc.~~of ~~another~~medical ~~company~~insurance ~~owned~~costs byand ~~the~~other ~~CEO.~~consulting ~~Amounts~~services ~~receivable~~performed atfor ~~December~~the ~~31, 2012 was $4,569~~Company.

During 2012, the Company made payments of $9,353 to his wife and daughter for reimbursement of medical insurance costs and other consulting services performed for the Company

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

MaloneBailey, LLP is our independent registered public accounting firm. On June 6, 2013, we dismissed McConnell & Jones, LLP isas our independent registered public accounting firm.

~~(a)~~ On December 27, 2011, ~~Board of Directors of~~ the Registrant ~~dismissed~~engaged ~~Child, Van Wagoner and Bradshaw, PLLC, its independent registered public accounting firm. On the same date, December 27, 2011, the accounting firm of~~ McConnell & Jones, LLP ~~was engaged~~ as ~~the~~its ~~Registrant’s new~~ independent ~~registered~~accountant. ~~public~~During ~~account~~the ~~firm.~~two ~~The~~most ~~Board~~recent offiscal ~~Directors~~years ofand the ~~Registrant~~interim ~~approved~~periods ofpreceding the ~~dismissal of Child~~engagement, ~~Van~~the ~~Wagoner~~registrant ~~and~~has ~~Bradshaw,~~not ~~PLLC~~consulted ~~and the engagement of~~ McConnell & Jones, LLP asregarding ~~its~~any ~~independent auditor. None~~ of the ~~reports~~matters ofset ~~Child,~~forth ~~Van~~in ~~Wagoner~~Item ~~and~~304(a)(2)(i) ~~Bradshaw, PLLC on the Company’s financial statements for either of the past two years~~ or ~~subsequent~~(ii) ~~interim period contained an adverse opinion or disclaimer~~ of ~~opinion,~~Regulation ~~or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant’s audited financial statements contained in its 10~~S-K ~~for the period ended 12/31/2010 contained a going concern qualification in the registrant’s audited financial statements~~.

b) On December 27, 2011, the Registrant engaged McConnell & Jones, LLP as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted McConnell & Jones, LLP regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Audit Fees

The aggregate fees billed by ~~McConnell & Jones~~MaloneBailey, ~~LLP~~LLC for professional services rendered for the ~~audit~~audits and reviews of our annual financial statements on ~~Forms~~Form 10-K and ~~10Q~~interim ~~or services that are normally provided in connection with statutory and regulatory filings (including 8-K for reverse merge~~ financial statements and SEC comments) were $29,000 and $10,000 for the fiscal years ended December 31, 2012 and 2011.The aggregate fees billed by Child, Van Wagoner and Bradshaw, PLLC for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on ~~Forms~~Form 10-~~K and 10-~~Q ~~or services that are normally provided in connection with statutory and regulatory filings~~ were $522,~~400 for the fiscal year ended December 31, 2011~~000.

The aggregate fees billed by McConnell & Jones, LLP for professional services rendered for the audit of our annual financial statements on Forms 10-K and 10Q or services that are normally provided in connection with statutory and regulatory filings (including 8-K for reverse merge financial statements and SEC comments) were $29,000 for the fiscal years ended December 31, 2012.

Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

None.

Pre-Approval Policy

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Report:

1. Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.

2. Financial Statement Schedules.

Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits Incorporated by Reference or Filed with this Report.

~~Report~~Reports of Independent Registered Public Accounting ~~Firm~~Firms

Consolidated Balance Sheets as of December 31, ~~2012~~2013 and ~~2011~~2012

Consolidated Statements of Operations the years ended December 31, ~~2012~~2013 and ~~2011~~2012

Consolidated Statements of Changes in Stockholders’ Deficit the years ended December 31, ~~2012~~2013 and ~~2011~~2012

Consolidated Statements of Cash Flows for the years ended December 31, ~~2012~~2013 and ~~2011~~2012

Notes to Financial Statements


Exhibit No.		Description

31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Chief Executive and Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

99.a		Convertible Notes

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Presentation Linkbase

3124

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page	~~Page~~
Report of Independent Registered Public Accounting Firm		F-1
Reports of Independent Registered Public Accounting Firms	F-1
Consolidated Balance Sheets as of December 31, 2012 and 2011		F-2
Consolidated Balance Sheets as of December 31, 2013 and 2012	F-3
Consolidated Statements of Operations the years ended December 31, 2012 and 2011		F-3
Consolidated Statements of Operations the years ended December 31, 2013 and 2012	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2012 and 2011		F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2013 and 2012	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012	F-6
Notes to Consolidated Financial Statements	F-7	~~F-6~~

3225

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Dewmar International BMC, Inc.

We have audited the accompanying consolidated balance sheets of Dewmar International BMC, Inc. (the Company) as of December 31, 2012 and 2011, and the related consolidated statements of operations, shareholders' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with 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 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 audits included consideration of internal controls 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 controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 of the financial statements, the Company has incurred losses, has negative operational cash flows and its operating results are subject to numerous factors, including fluctuation in the cost of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ McConnell & Jones, LLP

Houston, Texas

April 12, 2013

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Dewmar International BMC, Inc

Clinton, Mississippi

We have audited the accompanying consolidated balance sheet of Dewmar International BMC, Inc (the “Company”) as of December 31, 2013 and the related statement of operations, changes in stockholders' equity and cash flow for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dewmar International BMC, Inc as of December 31, 2013 and the results of its operations and its cash flow for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations. These raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malone-bailey.com

Houston, Texas

August 11, 2015

F-2

DEWMAR INTERNATIONAL BMC, INC.

CONSOLIDATED BALANCE SHEETS

			December 31, 2012			December 31, 2011
	December 31, 2013			December 31, 2012
ASSETS
Current Assets
Cash and cash equivalents	$	7,231		~~38,388~~$	38,388	$	~~91,506~~
Account receivables, net				32,714			113,327
Account receivables		9,532			32,714
Related party receivable		4,085		~~13,501~~	13,501		~~5,603~~
Advances to related party		9,332		~~9,332~~	9,332		~~9,332~~
Inventory		35,144		~~27,095~~	27,095		~~58,162~~
Prepaid expenses and other current assets		6,000		~~11,710~~	11,710		~~11,463~~
Total Current Assets		71,324		~~132,740~~	132,740		~~289,393~~
Property & equipment, net				12,585			16,155
Property & equipment, net of accumulated depreciation of $14,210 and $8,570		26,845			12,585
Total assets	$	98,169	$	~~145,325~~$	145,325	$	~~305,548~~
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	714,868	$	~~492,326~~$	492,326	$	~~462,971~~
Accrued interest		9,707		~~3,282~~	3,282		-
Advances from related party				-			38,800
Notes payable		173,890			-
Common stock payable				199,193			-
Convertible Notes payable, net of unamortized discount of $77,230 and $36,028, respectively		122,750			166,992
Notes payable, net of unamortized discount of $36,028 and $-, respectively				166,992			-
Derivative liability		151,120			39,028
Derivative liability				39,028			-
Total Current Liabilities		1,172,335			701,628
Total Current Liabilities				900,821			501,771
Total Liabilities		1,172,335			701,628
Total Liabilities				900,821			501,771
Stockholders’ Deficit
Stockholders’ Deficit
Preferred Stock; $0.001 par value; 50,000,000 shares authorized; 50,000,000 and - issued and outstanding, respectively		50,000			50,000
Preferred Stock; $0.001 par value; 50,000,000 shares authorized; 50,000,000 and - issued and outstanding, respectively				50,000			-
Common stock; $0.001 par value; 2,450,000,000 shares authorized, 2,310,488,796 and 110,340,001 shares issued and outstanding, respectively		2,310,493			110,340
Common stock; $0.001 par value; 450,000,000 shares authorized, 66,182,000 and 58,495,000 shares issued and outstanding, respectively				66,182			58,495
Additional paid-in capital		3,370,195			3,680,743
Additional paid-in capital				3,525,708			22,097
Accumulated deficit		(6,804,854)			(4,397,386)
Accumulated deficit				(4,397,386)			(276,815)
Total Stockholders’ Deficit		(1,074,166)			(556,303)
Total Stockholders’ Deficit				(755,496)			(196,223)
Total Liabilities and Stockholders’ Deficit	$	98,169		$	145,325
Total Liabilities and Stockholders’ Deficit			$	145,325		$	305,548

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

F-23

DEWMAR INTERNATIONAL BMC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended		~~Year Ended~~
			December 31, 2012			December 31, 2011
	December 31, 2013			December 31, 2012
Revenue, net	$	227,525	$	~~520,874~~$	520,874	$	~~1,359,504~~
Cost of goods sold		99,715		~~209,278~~	209,278		~~511,883~~
Gross profit	$	127,810		~~311,596~~$	311,596		~~847,621~~
Operating expenses
Occupancy and related expenses		43,674		~~31,888~~	31,888		~~32,410~~
Marketing and advertising		6,211		~~28,550~~	28,550		~~116,002~~
General and administrative expenses		1,723,544		~~4,179,581~~	4,179,581		~~508,750~~
Contract labor		128,253		~~145,037~~	145,037		~~358,792~~
Total operating expenses	$	1,901,682		~~4,385,056~~$	4,385,056		~~1,015,954~~
Loss from operations	$	(1,773,872)		~~(4,073,460)~~$	(4,073,460)		~~(168,333)~~
Other income (expenses)
Interest expense		(318,921)		~~(23,764)~~	(23,764)		~~(43,066)~~
Gain on derivative liability				401			-
Gain (loss) on derivative liability		(314,675)			401
Loss on settlement of accounts payable		-		~~(18,748)~~	(18,748)		-
Gain(loss) on extinguishment of debt				(5,000)			247,406
Loss on extinguishment of debt		-			(5,000)
Total other income (expenses)				(47,111)			204,340
Total other expenses	$	(633,596)		$	(47,111)
Net income (loss)			$	(4,120,571)		$	36,007
Net loss	$	(2,407,468)		$	(4,120,571)
Net income (loss) per common share - basic and fully diluted			$	(0.07)		$	0.00
Net loss per common share - basic and fully diluted	$	(0.00)		$	(0.07)
Weighted average common shares outstanding - basic and diluted		542,722,232		~~59,904,176~~	59,904,176		~~40,000,000~~

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

F-34

DEWMAR INTERNATIONAL BMC, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Preferred Stock		Common Stock					Additional Paid-in		~~AdditionalPaid-in~~	Accumulated		~~Accumulated~~Total Stockholders’		~~TotalStockholders’~~
	Shares	Amount	Shares		Amount	~~Amount~~		Capital		~~Capital~~	Deficit		Deficit		~~Deficit~~
Balance, December 31, 2010	-	-		40,000,000			40,000				(39,925)			(199,348)		(199,273)
Balance, December 31, 2011	-	-		58,495,000	$	58,495		$	22,097		$	(276,815)	$	(196,223)
Common stock issued for merger	-	-		17,195,000			17,195				(22,428)			-		(5,233)
Shares issued for services	-	-		46,457,619		46,458			491,735			-		538,193
Shares issued for services	-50,000,000	-50,000		~~50,000~~-		-	50		3,100,000		~~4,450~~	-		-3,150,000		~~4,500~~
Net loss	-	-		-			-				-			(313,497)		(313,497)
Shares issued to settle advances	-	-		438,000		438			43,362			-		43,800
Shares issued to settle note payable	-	-		1,250,000			1,250				80,000			-		81,250
Contribution to capital due to accounts payable settled in reverse merger	-	-		-		-			3,681			-		3,681
Net income	-	-		-			-				-			236,030		236,030
Contribution to capital for expenses paid by shareholder	-	-		-		-			4,375			-		4,375
Balance, December 31, 2011	-	-		58,495,000		$	58,495			$	22,097		$	(276,815)	$	(196,223)
Shares issued for conversions of note payable	-	-		4,949,382		4,949			1,632			-		6,581
Shares issued for services	-	-		2,300,000			2,300				336,700			-		339,000
Reduction in derivative liability due to debt conversion	-	-		-		-			13,861			-		13,861
Shares issued for services	50,000,000	50,000		-			-				3,100,000			-		3,150,000
Net loss												(4,120,571)		(4,120,571)
Shares issued to settle advances	-	-		438,000			438				43,362			-		43,800
Balance December 31, 2012	50,000,000	$50,000		110,340,001		$110,340			$3,680,743			$(4,397,386)		$(556,303)
Contribution to capital due to accounts payable settled in reverse merger	-	-		-			-				3,681			-		3,681
Shares issued for cash	-	-		38,880,000		38,880			(29,160)			-		9,720
Contribution to capital for expenses paid by shareholder	-	-		-			-				4,375			-		4,375
Shares issued for service	-	-		422,647,618	$	422,648		$	534,803			-		957,451
Shares issued for conversions of note payable	-	-		4,949,382			4,949				1,632			-		6,581
Shares issued for conversions of notes payable and accrued interest	-	-		1,738,621,177		1,738,625			(1,351,722)			-		386,903
Reduction in derivative liability due to debt conversion	-	-		-			-				13,861			-		13,861
Reduction in derivative liability due to conversion	-	-		-		-			535,531			-		535,531
Net loss	-	-		-		-			-			(2,407,468)		(42,~~120~~407,~~571~~468)		~~(4,120,571)~~
Balance December 31, 2012	50,000,000	$50,000		66,182,382			$66,182				$3,525,708			$(4,397,386)		$(755,496)
Balance December 31, 2013	50,000,000	$50,000		2,310,488,796	$	2,310,493		$	3,370,195		$	(6,804,854)	$	(1,074,166)

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

F-45

DEWMAR INTERNATIONAL BMC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended		~~Year Ended~~
			December 31, 2012			December 31, 2011
	December 31, 2013			December 31, 2012
Cash flows from operating activities:
Net income (loss)			$	(4,120,571)		$	36,007
Net loss	$	(2,407,468)		$	(4,120,571)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		2,438		-	-		~~34,806~~
Depreciation expense		5,640		~~3,570~~	3,570		~~3,115~~
Stock-based compensation		957,451		~~3,625,901~~	3,625,901		~~4,500~~
Amortization of debt discount		295,726		~~17,282~~	17,282		-
Non-cash legal fees		5,500		~~6,500~~	6,500		-
Loss on settlement of accounts payable		-		~~18,748~~	18,748		-
Gain on derivative liability				(401)			-
Loss (gain) on derivative liability		314,675			(401)
Loss on extinguishment of debt		-		~~5,000~~	5,000		-
Gain on extinguishment of debt				-			(247,406)
Changes in operating assets and liabilities:
Changes in operating assets and liabilities:							-
Accounts receivable		20,744			80,613
Accounts receivable				80,613			(29,296)
Related party receivables and payables		9,416			(7,898)
Related party receivables and payables				(7,898)			(4,575)
Inventory		(8,049)			31,067
Inventory				31,067			(58,162)
Prepaid expenses and other current assets		5,710			(247)
Prepaid expenses and other current assets				(247)			(5,533)
Accounts payable and accrued liabilities		562,420			147,318
Accounts payable and accrued liabilities				147,318			170,547
Net cash used in operating activities	$	(235,797)		$	(193,118)
Net cash used in operating activities				(193,118)			(95,997)
Cash flows from investing activities:
Cash flows from investing activities:
Purchase of fixed assets		(19,900)			-
Purchase of fixed assets				-			(7,850)
Net cash used in investing activities		(19,900)			-
Advances to related party				-			-
Cash flows from financing activities:
Net cash used in investing activities				-			(7,850)
Proceeds from issuance of common stock		9,720			-
Cash flows from financing activities:
Proceeds from convertible notes payable		214,820			140,000
Advances from related party				-			(9,332)
Net cash provided by financing activities		224,540			140,000
Proceeds from issuance of common stock				-			25,797
Net change in cash and cash equivalents		(31,157)			(53,118)
Proceeds from notes payable				140,000			42,993
Cash and cash equivalents, at beginning of period		38,388			91,506
Payments on notes payable				-			(72,831)
Cash and cash equivalents, at end of period	$	7,231		$	38,388
Net cash provided by (used in) financing activities				140,000			(13,373)
Supplemental cash flow information:
Net change in cash and cash equivalents				(53,118	)		(117,220)
Interest paid	$	8,477		$	-
Cash and cash equivalents, at beginning of period				91,506			208,726
Income taxes paid	$	-		$	-
Cash and cash equivalents, at end of period			$	38,388		$	91,506
Supplemental noncash investing and financing activities:
Supplemental cash flow information:
Reclassification of accrued salary to common stock payable	$	-		$	50,000
Interest paid			$	-		$	376
Extinguishment of related party advance by issuance of common stock		-			43,800
Income taxes paid			$	-		$	-
Reclassification of accounts payable to notes		251,160			4,500
Supplemental noncash investing and financing activities:
Reclassification of notes to convertible notes		133,770
Reclassification of accrued salary to common stock payable			$	50,000			-
Reclassification of accounts payable to convertible notes		74,000			-
Extinguishment of related party advance by issuance of common stock			$	43,800			43,800
Original issuance discount		4,000			-
Reclassification of accounts payable to notes			$	4,500		$	-
Issuance of common stock for conversion of notes payable		386,903			6,581
Issuance of common stock for conversion of notes payable			$	6,581			81,250
Creation of debt discount		332,948			53,290
Reverse merger			$	-		$	57,403
Reduction in derivative liability due to conversions of notes payable		535,531			13,861
Non cash consideration paid for acquisition			$	-		$	17,184
Reclassification of accounts payable associated with reverse merger	$	-		$	3,681
Creation of debt discount			$	53,290		$	-
Reduction in derivative liability due to conversions of notes payable			$	13,861		$	-
Reclassification of accounts payable associated with reverse merger			$	3,681		$	-

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

F-56

DEWMAR INTERNATIONAL BMC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2013 ~~and~~AND ~~2011~~2012

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

On October 28, 2011, pursuant to an Exchange Agreement (“Agreement”), Dewmar International BMC, Inc. (fka Convenientcast, Inc.) (the “Company”, “Dewmar”, “we”, “our” or “us), a publicly reporting Nevada corporation, acquired DSD Network of America, Inc. (“DSD”), a Nevada corporation, in exchange for the issuance of 40,000,000 shares of common stock of Dewmar International BMC, Inc. (the “Exchange Shares”), a majority of the common stock, to the former owners of DSD. In conjunction with the Merger, DSD became a wholly-owned subsidiary of the Company.

For financial accounting purposes, this acquisition (referred to as the “Merger”) was a reverse acquisition of Dewmar International BMC, Inc. by DSD and was treated as a recapitalization. Accordingly, the financial statements were prepared giving retroactive effect of the reverse acquisition completed on October 28, 2011, and represent the operations of DSD prior to the Merger.

As of the time of the Merger, Dewmar International BMC, Inc. held minimal assets and was a developmental stage company. Following the Merger, the Company, through DSD, is a manufacturer of its Lean Slow Motion Potion™ brand relaxation beverage, which was launched by DSD in September of 2009. After the Merger, the Company operates through one operating segment.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and DSD, its only subsidiary. All material intercompany accounts and transactions have been eliminated. Certain amounts in prior periods have been reclassified to conform to current period presentation.

Reclassification

Certain amounts presented for the period ending December 31, 2012 have been reclassified to conform to the presentation at and for the period ended December 31, 2013. Specifically, 44,157,619 shares of common stock obligated to be issued under contractual arrangements were originally presented in liabilities as of December 31, 2012 in the amount of $199,193. This amount was broken out between common stock in the amount of $44,158 and additional paid in capital in the amount of $155,035. As of December 31, 2013, common stock obligated to be issued under contractual arrangements are shown as issued and included in equity.

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit and money market accounts, which are readily convertible into cash and purchased with original maturities of three months or less. These investments are carried at cost, which approximates fair value.

~~The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning December 31, 2010 through December 31, 2012, all noninterest~~F-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. This unlimited insurance coverage is separate from, and in addition to, the insurance coverage provided to the depositor’s other accounts held by a FDIC-insured institution, which are insured for balances up to $250,000 per depositor until December 31, 2013. At December 31, 2012 and 2011 the amounts held in banks did not exceed the insured limits.7

FThe Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning December 31, 2010 through December 31, 2012, all noninterest-6bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. This unlimited insurance coverage is separate from, and in addition to, the insurance coverage provided to the depositor’s other accounts held by a FDIC-insured institution, which are insured for balances up to $250,000 per depositor until December 31, 2013. At December 31, 2013 and 2012 the amounts held in banks did not exceed the insured limits.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable were composed of receivables from customers for sales of products. The Company performs credit evaluations prior to selling products or granting credit to its customers and generally does not require collateral.

The Company’s trade accounts receivable are typically collected within 60-120 days from the date of sale. The Company monitors its exposure to losses on trade accounts receivable and maintains an allowance for potential losses and adjustments. The Company determines its allowance for doubtful accounts based on the evaluation of the aging of accounts receivable and detailed analysis of high-risk customers’ accounts, and the overall market and economic conditions of its customers. Past due trade accounts receivable balances are written off when the Company’s collection efforts have been unsuccessful in collecting the amount due. At December 31, ~~2012~~2013 and ~~2011~~2012 the allowance for doubtful accounts was $0 and $340,~~634,~~ respectively.

Inventory Held by Third Party

Inventory costs are determined principally by the use of the first-in, first-out (FIFO) costing method and are stated at the lower of cost or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to cost of goods sold during the period spoilage is incurred.

Fixed Assets

Leasehold improvements, property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. Leasehold improvements are amortized over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful lives of the assets. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in “Gain or Loss from Operations”.

The estimated useful lives are:


Furniture and fixtures		3-10 years
Equipment		3-7 years
Vehicles		3-7 years

Convertible Notes

The Company analyzes its convertible notes in accordance with FASB Accounting Standards Codification (“ASC”) Topic 470-20 and Topic 815 Derivatives and Hedging. If it is determined that the conversion feature is convertible to a variable number of shares, then the Company determines whether it is subject to the Derivatives and Hedging guidance in ASC Topic 815-20. Upon conclusion that it is within the guidance in Topic 815-20, the conversion feature is separated from the host contract and it is accounted for as a derivative instrument with its fair value estimated at every balance sheet date. Any change in the fair market value of the derivative, results in a gain or loss on derivative liability in the Company’s statement of operations. If any conversions of the original note occur prior to the settlement of the obligation, the pro-rata portion of the derivative liability is relieved in additional paid in capital after marking to market on the day prior to the conversion date.

F-78

Revenue Recognition Policy

The Company recognizes revenue when the product is received by and title passes to the customer. The Company’s standard terms are ‘FOB’ destination. If a customer receives any product that they consider damaged or unacceptable, the customer must document any such damages or reasons for it not to be accepted on the original invoice upon delivery and then inform the Company within 72 hours of receipt of the product. The Company does not accept returns of product for reasons other than damage.

Cost of Goods Sold

Advertising Expense

The Company recognizes advertising expense as incurred. The Company recognized advertising expense of $286,~~549~~211 and $~~116~~28,~~002~~550 the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

Income Taxes

The Company accounts for its income taxes using the liability method, whereby deferred tax assets and liabilities are established for the future tax consequences of temporary differences between the financial statement carrying amounts of assets and liabilities and their tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize the tax assets through future operations.

The Company’s federal and state income tax returns for the years ended 2009 through ~~2011~~2013 are open to examination. At December 31, ~~2012~~2013 and ~~2011~~2012, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions. We will account for interest and penalties relating to uncertain tax positions in the current period statement of operations as necessary.

Fair value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivables and payables, accrued liabilities notes payable and derivative liabilities. The carrying values of these financial instruments approximate their respective fair values as they are either short-term in nature or carry interest rates that approximate market rates.

Fair Value Measurements

Generally accepted accounting principles in the United States (“US GAAP”) defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are as follows:

F-89

Level 1 - Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

Level 2 - Other inputs that are observable, directly or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs for which there is little or no market data and which we make our own assumptions about how market participants would price the assets and liabilities.

Our derivative liabilities have been valued as Level 3 instruments.


		Level 1		Level 2		Level 3		Total
Fair value of Derivative Liability - December 31, 2012	$	--	$	--	$	39,028	$	39,028

		Level 1		Level 2		Level 3		Total
Fair value of Derivative Liability - December 31, 2013	$	--	$	--	$	151,120	$	151,120

Share-Based Compensation

The Company recognizes all share-based payments to employees, including grants of Company stock options to Company employees, as well as other equity-based compensation arrangements, in the financial statements based on the grant date fair value of the awards. Compensation expense is generally recognized over the vesting period. During the years ended December 31, ~~2012~~2013and ~~and 2011~~2012, the Company issued no stock options to employees.

Income (Loss) per Share

Basic net income (loss) per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.

Concentration of Risks

The Company’s operations and future business model are dependent in a large part on the Company’s ability to execute its business model. The Company’s inability to meet its sales objectives may have a material adverse effect on the Company’s financial condition.

During the years ended December 31, ~~2012~~2013 and ~~2011~~2012, most of the Company’s sales are derived from beverage distributors located in the Southern region of the United States. This concentration of sales may have a negative impact on total sales in the event of a decline in the local economies.

New Accounting Pronouncements

InThe ~~May~~Company ~~2011,~~does ~~the~~not ~~FASB~~expect ~~issued amendments to disclosure requirements for common fair value measurement. These amendments, effective for the interim and annual periods beginning on or after December 15, 2011 (early~~ adoption ~~is prohibited), result in common definition~~ of ~~fair~~any ~~value~~new and common requirements for measurement of and disclosure requirements between US GAAP and IFRS. Consequently, the amendments change some fair value measurement principles and disclosure requirements. The implementation of this amended accounting ~~guidance~~pronouncements ~~does~~to ~~not~~ have a ~~material~~significant impact on ~~our~~its ~~consolidated~~ financial ~~position or results of operations~~statements.

In June 2011, the FASB issued amendments to disclosure requirements for presentation of comprehensive income. This guidance, effective retrospectively for the interim and annual periods beginning on or after December 15, 2011 (early adoption is permitted), requires presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company does not expect the implementation of this amended accounting guidance to impact its consolidated financial statements.F-10

FNOTE 3 -9 GOING CONCERN

In December 2011, the FASB deferred an effective date for amendments issued in June 2011 that relate to the presentation of reclassifications of items out of accumulated other comprehensive income. All other requirements in ASU issued in June 2011 are not affected, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The implementation of this amended accounting guidance is not expected to impact on our consolidated financial position or results of operations.

3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has incurred net losses. The Company also had negative working capital. The Company’s operating results are subject to numerous factors, including fluctuation in the cost of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace. These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan, in this regard, is to raise financing through debt and equity financing to augment the cash flow it receives from product sales and finance the continuing development for the next twelve months.

NOTE 4 - INVENTORY

Inventory at December 31, ~~2012~~2013 consisted of raw materials of $1123,~~197~~950 and finished goods of $1511,~~898~~194. Inventory at December 31, ~~2011~~2012 consisted of raw materials of $11,197 and finished goods in the amounts of $5815,~~162~~898. During the years ended December 31, ~~2012~~2013 and ~~2011~~2012, the Company recorded spoilage of $~~908~~8,764 and $11908,~~837,~~ respectively and included this in cost of goods sold.

NOTE 5 - FIXED ASSETS

Fixed assets consisted of the following as of December 31, ~~2012~~2013 and ~~2011~~2012:

	December 31, 2012			December 31, 2011
	December 31, 2013		December 31, 2012
Vehicles	$	2141,~~155~~055	$	$21,155	~~21,155~~
Less: accumulated depreciation		(814,~~570~~210)		(8,570)	~~(5,000)~~
Fixed assets, net	$	1226,~~585~~845	$	$12,585	~~16,155~~

Depreciation expense for the years ended December 31, ~~2012~~2013 and December 31, ~~2011~~2012 was $35,~~570~~640 and $3,~~337~~570, respectively, and is recorded in general and administrative expenses.

FNOTE 6 -10 NOTES PAYABLE

6During -the ~~NOTES~~period ~~PAYABLE~~ended December 31, 2013, the Company reclassified certain accounts payable balances into notes payable based on agreements with various vendors with balances of $251,160. Of these $133,770 became convertible during 2013. The notes payable are due on demand and bear no interest. At December 31, 2013 and December 31, 2012, the Company has presented $173,890, and $56,500 in Notes Payable related to these reclassifications on the balance sheet.

On August 3, 2009, the Company executed an agreement (“Note Agreement”) with an unrelated entity that subsequently became one of the Company’s distributors, (“Unrelated Distributor”), which provided for the payment of raw goods directly to the Company’s suppliers by the agreement holder. The Unrelated Distributor made direct payments to suppliers for all raw materials purchased from August 2009 through February 2010. The Note Agreement set forth that interest was payable at a rate of $2.00 per case for all product sold to distributors within the state of Texas and $2.50 per case for all product sold to distributors outside the state of Texas. The Company also agreed that any product purchased by the agreement holder may be charged against any outstanding interest payments owed. As of December 31, 2011, the principle and interest amounts due under the agreement were $328,656, and were due on demand. On December 30, 2011, the Company and the unrelated third party agreed to exchange the principle and interest amounts due under the agreement for 1,250,000 restricted shares of the Company’s common stock, valued at $81,250. The Company recognized a $247,406 gain on extinguishment of debt as a result of the exchange.

On April 28, 2010, the Company executed a promissory note for $13,305 with Regions Bank. The loan is secured by the Company vehicle and requires monthly payments in the amount of $1,135. The loan bears 4.45% interest and was paid in full during 2011.

On August 30, 2012, the Company entered a second Contingently Convertible Promissory Note with Asher for an 8% convertible promissory note with an aggregate principal amount of $42,500 which together with any unpaid accrued interest due on June 4, 2013. $40,000 was funded on September 13, 2012 with $2,500 being recorded as legal fees for funds held by the note holder. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at the greater of (1) a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature; or (2) a fixed price of $0.00009. The Company will analyze whether the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value on the date of the contingency of the conversion feature is settled which 180 days from inception of the note. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration.

In October, 2012, the Company entered into a 10% Contingently Convertible Promissory Note with Birr Marketing Group, Inc. for $20,000 with a due date of April 1, 2013. After the due date of April 1, 2013, the note becomes convertible at a fixed price of $0.001 into the Company’s common shares at the Holder’s option. The Holder shall receive a royalty or commission of $0.50 per case of Easta Pink Lean that was produced as a result of monies allocated from this note.

In November, 2012, the Company entered into an 8% third Contingently Convertible Promissory Note with Asher for $30,000 which is due together with any unpaid accrued interest on August 29, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at the greater of (1) a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature; or (2) a fixed price of $0.00009. The Company will analyze whether the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value on the date of the contingency of the conversion feature is settled which 180 days from inception of the note. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration.

Subsequent to December 31, 2012, the Company entered into notes payable agreements with two vendors with balances of $56,500 of accounts payable. The notes payable are due on demand and bear no interest. At December 31, 2012, the Company has presented them in Notes Payable on the balance sheet.

F-11

NOTE 7 - CONVERTIBLE NOTES PAYABLE

OnIn ~~June 27~~October, 2012, the Company entered into a ~~Securities~~10% ~~Purchase~~Contingently ~~Agreement~~Convertible Promissory Note with ~~Asher~~Birr ~~Enterprises~~Marketing Group, Inc. ~~(“Asher”) a Delaware Corporation~~ for an$20,000 ~~8% convertible promissory note~~ with ana ~~aggregate~~due ~~principal~~date ~~amount~~ of ~~$32~~April 1,~~500~~ ~~which~~2013. ~~together~~After ~~with~~the ~~any unpaid accrued interest~~ due ondate ~~March~~of 29April 1, 2013., ~~This~~the ~~convertible~~ note ~~together~~became ~~with~~convertible ~~any~~at ~~unpaid~~a ~~accrued~~fixed ~~interest~~price isof ~~convertible~~$0.001 into ~~shares~~the ofCompany’s common ~~stock~~shares at the ~~holder~~Holder’s option. ~~180~~The ~~days~~Holder ~~from~~shall ~~inception~~receive at a ~~variable~~royalty ~~conversion~~or ~~price~~commission ~~calculated as 55%~~ of ~~the~~$0.50 ~~market~~per ~~price~~case ~~which means the average~~ of ~~the~~Easta ~~lowest~~Pink ~~three~~Lean ~~trading~~that ~~prices~~was ~~during~~produced ~~the~~as ~~ten~~a ~~trading~~result ~~day~~of ~~period~~monies ~~ending~~allocated onfrom ~~the~~this ~~latest~~note. ~~complete~~Because ~~trading~~of ~~day prior to~~ the ~~conversion~~outstanding ~~date~~Continental ~~with~~note nodescribed ~~floor stated in the conversion feature. In July 2012~~below, this convertible ~~promissory~~ note ~~was~~is ~~funded~~considered into ~~the~~be ~~amount~~“tainted” ofby ~~$30,000,~~the ~~with~~indeterminate ~~$2,500~~amount ~~being~~of ~~recorded~~shares asto ~~legal~~be ~~fees~~issued ~~for~~under ~~amounts~~that ~~held by~~ note ~~holder~~. ~~The~~Since ~~Company analyzed~~ the ~~note~~number onof ~~the~~shares ~~date~~outstanding onat ~~which~~any ~~the~~future ~~contingent~~date ~~conversion~~is ~~feature~~undetermined ~~was~~by ~~settled~~the ~~on December 24~~Company, ~~2012. The~~the Company determined that the ~~variable~~ conversion ~~price~~feature ~~results~~ in ~~need~~this ofnote ~~bifurcation~~qualified ofas ~~the~~an ~~conversion~~“embedded ~~feature into a separate~~ derivative,” ~~liability~~and ~~valued~~therefore atseparated ~~fair~~the ~~market~~conversion ~~value. On~~feature ~~December~~from ~~24,~~the ~~2012,~~host ~~the~~contract ~~Company~~and estimated the fair market value as of ~~the~~June ~~derivative~~30, ~~liability~~2013 ~~associated with the bifurcated conversion feature~~ to be $2521,~~209. The~~297 ~~Company~~and ~~recorded a discount of~~ $2521,~~209. Through~~297 ~~December~~was ~~31,~~recorded ~~2012,~~as ~~the~~loss ~~Company amortized $1,858 into interest expense based~~ on ~~the term of the note~~derivative. At ~~December~~September 3130, ~~2012~~2013, the Company revalued the derivative liability and determined that ~~the~~its fair market value was $199,~~515~~466. As sosuch ~~therefore~~the company recorded a gain on derivative liability of $511,~~695~~831. ~~The~~At ~~assumptions~~December ~~used~~31, in2013, ~~determining~~the Company revalued the derivative liability and determined that its fair market value was ~~based~~$9,654. As onsuch the Company recorded a ~~Black~~loss ~~Scholes~~on ~~model~~derivative ~~using~~liability ~~the~~of ~~following~~$9,654 ~~major~~during ~~assumptions:~~the ~~(1)~~year ~~conversion~~ended ~~price~~December of31, $02013.~~0027~~ These ~~and~~amounts ~~$0.0037~~were ~~per~~determined ~~share;~~by ~~(2)~~management ~~volatility~~using ofa ~~348%;~~weighted-average ~~(3)~~Black-Scholes ~~discount~~Merton ~~rates~~option ofpricing 0model.~~18%~~ On ~~and~~April ~~(4)~~1, 02013, ~~assumed~~this ~~dividends. The~~ note ~~contains~~was anin ~~anti-dilution~~default ~~provision~~and ~~which~~was ~~causes~~due ~~the~~and ~~conversion~~payable ~~price~~immediately. As tosuch ~~decrease~~the ifCompany ~~the~~has ~~company~~presented ~~issues~~this ~~any~~note ~~common~~as ~~stock~~current atas ait ~~lower~~was ~~price~~in ordefault ~~with~~on noApril1, ~~consideration~~2013.

OnDuring ~~September~~the 6year ended December 31, ~~2012~~2013, the Company entered into atwo 10% Contingently Convertible Promissory ~~Note~~Notes with ~~Continental~~Birr ~~Equities,~~Marketing ~~LLC~~Group, aInc. ~~New York limited liability corporation~~ for ~~an 8% convertible promissory note in the aggregate principal amount of~~ $2128,~~500, which together with any unpaid accrued interest is due on June 15, 2013. $20,~~000 ofand ~~the proceeds was funded directly to the company while~~ $122,~~500~~820 ~~was recorded as legal expense for funds held by the note holder. This convertible note together~~ with ~~any unpaid accrued interest is convertible into shares of common stock at the holder’s option beginning on the date of the note at~~ a ~~variable~~due conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date ~~with the only mention~~ of aJune ~~“share cap” is that the number of shares of common stock issuable upon the conversion would not exceed~~ 4~~.99%~~, of2014 ~~the~~and ~~outstanding~~June ~~shares~~26, ~~of the company at the time of conversion~~2014. ~~Since~~After the ~~number~~due ~~of shares outstanding at any future~~ date ~~is undetermined by the Company~~, the ~~Company determined that the conversion feature in this~~ note ~~qualified~~becomes asconvertible ~~an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value~~ at ~~inception to be $34,119. As~~ a ~~result,~~fixed ~~the~~price ~~Company recorded a discount on the original note~~ of $~~21,500 and recorded an immediate loss of $12,619~~0.001 Atinto ~~December 31, 2012,~~ the Company’s ~~amortized~~common ~~into~~shares ~~interest~~at ~~expense $8,844 leaving an unamortized discount associated with~~ the ~~convertible~~Holder’s ~~note of $12,656~~option. On AtJune ~~September 30~~6, ~~2012,~~2014 ~~the~~and ~~fair~~June ~~market value of the derivative liability was determined to be $5~~26,~~887~~ ~~which resulted in a net gain on derivative liability of $15~~2014,~~613.~~ ~~The~~these ~~Company~~notes ~~re-valued~~were ~~the~~in ~~derivative~~default ~~liability~~and atwere ~~December~~due ~~31, 2012~~ and ~~determined~~payable ~~the fair market value to be $19,515; therefore a loss on the derivative liability was recorded of $13,627~~immediately. ~~The~~As ~~Company~~such ~~estimated~~ the ~~fair~~Company ~~market~~has ~~value~~presented ofthis ~~the~~note ~~derivative~~as ~~liability using Black Scholes with the following main assumptions: (1) conversion price at December 31, 2012 of $0~~current.~~0037; (2) volatility at December 31, 2012 of 348%%, respectively; (3) Discount rates of 0.18% and (4) $0 in assumed dividends.~~

On ~~October~~June 1627, 2012, the Company entered into a ~~12%~~Securities ~~Convertible~~Purchase ~~Promissory~~Agreement ~~Note~~with ofAsher $6Enterprises,~~581~~ ~~with~~Inc. ~~Magna~~(“Asher”) a Delaware Corporation for ~~the~~an ~~settlement~~8% ofconvertible promissory note with an ~~existing~~aggregate ~~trade~~principal ~~payable~~amount of $432,500, which together with any unpaid accrued interest iswas due on ~~September~~March 2429, 2013. At ~~inception,~~This ~~$2,081~~convertible ~~was~~note ~~recorded~~together aswith aany ~~loss~~unpaid onaccrued ~~settlement~~interest ofis ~~accounts~~convertible ~~payable. This~~into ~~note~~shares ~~together~~of ~~with~~common ~~any~~stock ~~unpaid~~at ~~accrued~~the ~~interest~~holder’s isoption ~~convertible~~180 days from inception at a 50variable conversion price calculated as 55% ~~discount~~of tothe market onprice which means the average of the lowest three trading ~~days~~prices during the ten trading day period ending on the latest complete trading day prior to the conversion~~. The~~ ~~Company~~date ~~evaluated~~with no floor stated in the conversion feature ~~and~~except ~~determined~~for ~~that~~an itoverall ~~met~~limit of 4.99% of the ~~conditions~~total shares outstanding prior to conversion. In July 2012, this convertible promissory note was funded in the amount of $30,000, with $2,500 being recorded as legal fees for ~~bifurcation~~amounts ~~into~~held aby ~~separate~~note ~~derivative~~holder. ~~liability~~The Company analyzed the note on the date on which the contingent conversion feature was settled on December 24, 2012. The Company ~~estimated~~determined that the ~~fair~~variable ~~market~~conversion ~~value~~price results in need of bifurcation of the conversion feature into a separate derivative liability tovalued beat ~~$11,355~~fair atmarket ~~inception~~value. As ~~such~~On December 24, 2012, the Company ~~recorded~~estimated anthe ~~initial~~fair ~~discount~~market tovalue of the ~~face~~derivative ~~value~~liability ofassociated with the ~~note~~bifurcated ofconversion feature to be $625,~~581~~209. ~~with~~The anCompany ~~immediate~~recorded ~~loss~~an onoriginal ~~derivative~~discount ~~liability~~ of $425,~~774~~209.

On January 11, 2013, Asher converted $12,000 of its outstanding notes payable entered into on June 27, 2012 into 3,750,000 shares of common stock at a conversion price of $0.0032. After conversion, a principal balance of $20,500 remained. On the day of conversion, the Company accelerated the amortization of the discount of $2,851 into interest expense; revalued the derivative liability and recorded a gain on the derivative liability of $2,383; and reduced the pro-rated portion of the derivative liability by $6,325 into additional paid in capital.

On February 1, 2013, Asher converted an additional $12,100 of its outstanding notes payable entered into on June 27, 2012 into 5,761,905 shares of common stock at a conversion price of $0.0021. After conversion, a principal balance of $8,400 remained. On the day of conversion, the Company accelerated the amortization of the discount of $12,100 into interest expense; revalued the derivative liability and recorded a loss on the derivative liability of $31,181; and reduced the pro-rated portion of the derivative liability by $15,632 into additional paid in capital.

F-12

On ~~October~~February 1614, ~~2012~~2013, ~~Magna~~Asher ~~exercised~~converted ~~its~~the ~~conversion~~remaining ~~option to convert~~ $18,~~500~~400 of ~~the~~its ~~principle~~outstanding ofnotes ~~the~~payable ~~note~~entered into 1on June 27,~~153~~ 2012 into 4,~~846~~850,000 shares of common stock at a conversion price of $0. As0020. ~~such~~After conversion, a principal balance of $0 remained on the June 27, 2012 notes payable. On the day of conversion, the Company accelerated ~~$1,500~~the amortization of the discount of $8,400 into interest expense~~. The~~; ~~Company~~revalued ~~determined~~the ~~that~~derivative ~~the~~liability ~~fair~~and ~~market~~recorded ~~value~~a ofloss on the derivative liability onof $25,722; and reduced the ~~date~~pro-rated portion of the ~~conversion~~derivative ~~had~~liability ~~not~~by ~~changed materially~~$52,076 sointo noAdditional ~~further~~paid ~~gain~~in orcapital. ~~loss~~At ~~was~~December ~~recorded. The~~31, ~~pro-rata~~2013, ~~portion~~$0 ofremained in the derivative liability. In ~~associated~~summary, ~~with~~during the ~~converted~~year ~~portion~~ended ofDecember 31, 2013, the ~~note~~Company ofrecorded $254,~~588~~ ~~was~~520 ~~recorded~~in ~~into~~loss ~~Additional~~on ~~paid~~derivative inliability ~~capital.~~for this note.

On August 30, 2012, the Company entered a second Contingently Convertible Promissory Note with Asher for an 8% convertible promissory note with an aggregate principal amount of $42,500 which together with any unpaid accrued interest was due on June 4, 2013. $40,000 was funded on September 13, 2012 with $2,500 being recorded as legal fees for funds held by the note holder. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at the greater of (1) a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature; or (2) a fixed price of $0.00009 with an overall share cap of 4.99% of the total shares outstanding prior to conversion. Because of the outstanding Continental note described below, this convertible note is considered to be “tainted” by the indeterminate amount of shares to be issued under that note. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration.

On ~~November~~February 726, ~~2012~~2013, ~~Magna~~the ~~exercised~~Company ~~its~~analyzed ~~2nd~~the conversion ~~option~~feature toand ~~convert~~determined ~~$3,.000~~that ofit met the ~~principle~~criteria ofas ~~the~~an ~~note~~embedded ~~into~~derivative ~~1,714,286~~and oftherefore ~~common~~bifurcated ~~stock As~~the ~~such~~conversion feature from the ~~Company~~host ~~accelerated~~contract ~~$3,000~~and ofrecorded ~~the~~a ~~discount~~separate ~~into~~derivative ~~interest~~liability ~~expense~~at fair market value. ~~The~~ ~~Company~~At ~~determined~~February ~~that~~26, 2012, the fair market value of the ~~remaining~~ derivative liability onwas ~~the~~estimated ~~date~~to ofbe ~~the conversion was~~ $637,~~867~~397 and ~~therefore~~resulted ~~recorded~~in aan ~~gain~~immediate ondiscount ~~derivative~~to ~~liability~~the ofnotes ~~$1,900~~payable. ~~After~~ ~~conversion~~This ~~the~~discount ~~pro-rata portion~~ of ~~the~~$37,397 ~~derivative~~was ~~liability~~amortized ~~associated~~during ~~with~~2013 ~~the~~over ~~converted portion of~~ the ~~note~~conversion ofperiod ~~$3,130 was recorded~~ into ~~Additional~~interest ~~paid-in-capital~~expense.

On ~~November~~March 2014, ~~2012~~2013, ~~Magna~~the ~~exercised~~holder ~~its~~converted ~~3rd~~$12,000 ~~conversion~~of ~~option to convert~~ the ~~remaining~~note ~~balance of $2,081~~ into 23,~~081~~428,~~250~~571 shares of common stock at a price of $0. As0035. ~~such~~On the ~~Company~~day ~~accelerated~~of the ~~remaining $2~~conversion,~~081~~ ofthe Company re-valued the ~~discount~~derivative ~~into~~liability ~~interest~~and ~~expense. The~~recorded ~~Company~~a ~~determined~~loss ~~that~~of ~~the~~$5,113. ~~fair~~After ~~market~~conversion, ~~value~~the ofCompany reduced the derivative liability onby ~~the~~its ~~date~~prorated portion of the ~~conversion~~original note value which was $812,~~143;~~002 ~~therefore~~into aadditional ~~loss~~paid ofin ~~$4,407~~capital. ~~was~~On ~~recorded. After~~March ~~the~~31, ~~conversion~~2013, ~~remaining~~the ~~balance~~Company ofre-valued ~~$8,143 of~~ the remaining derivative liability ~~was~~and recorded ~~into~~a ~~additional~~loss ~~paid~~of $14,684 resulting in ~~capital.~~a balance of $45,191.

~~As of December 31, 2012, the Magna note and derivative liability was $0.~~ ·

8On April 15, 2013, the holder converted $15,000 of the note into 7,894,737 shares of common stock at a price of $0.0019. On the day of the conversion, the Company re-valued ~~INCOME~~the ~~TAXES~~derivative liability and recorded a gain of $14,588. After conversion, the Company reduced the pro-rated portion of the derivative liability by $15,051 into additional paid in capital.

No provision for federal income taxes has been recognized for the years ended December 31, 2012 and 2011, as the Company incurred a net operating loss for income tax purposes in each year and has no carryback potential.·

~~Significant~~On ~~components~~April 22, 2013, the holder converted $15,500 of the note balance and $1,700 accrued interest into 10,117,647 shares of common stock at a price of $0.0017. On the day of the conversion, the Company’s ~~deferred~~re-valued ~~tax~~the ~~liabilities~~derivative liability and ~~assets~~recorded asa loss of $4,582. After conversion, the Company reduced the pro-rated portion of the derivative liability by $20,135 into additional paid in capital. At December 31, ~~2012~~2013, ~~and~~$0 ~~2011~~remained ~~were~~in asthe ~~follows:~~derivative liability. In summary, during the year ended December 31, 2013, the Company recorded a net loss on derivative liability of $9,791.

	December 31, 2012		December 31, 2011
Deferred tax assets:
Net operating loss	$	188,051	$	26,338
		188,051		26,338
Less valuation allowance		(188,051)		(26,338)
	$	-	$	-

The Company has provided a full valuation allowance for net deferred tax assets as it is more likely than not that these assets will not be realized. At December 31, 2012, the Company had net operating loss carry forwards of approximately $553,092 for federal income tax purposes. These net operating loss carry forwards begin to expire in 2024.

F-13

On August 30, 2012, the Company entered into a Convertible Promissory Note with Continental Equities, LLC (“Continental”), a New York limited liability corporation for an 8% convertible promissory note in the aggregate principal amount of $21,500, which together with any unpaid accrued interest was due on August 15, 2013. $20,000 of the proceeds was funded directly to the company while $1,500 was recorded as legal expense for funds held by the note holder. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option beginning on the date of the note at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a “share cap” is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $34,119. As a result, the Company recorded a discount on the original note of $21,500. As of December 31, 2012, the unamortized portion of debt discount is $12,657. And it is fully amortized during the year ended December 31, 2013.

On March 6, 2013, Continental converted $5,000 of its outstanding notes payable into 1,567,398 shares of common stock at a conversion price of $0.0032. After conversion, a principal balance of $16,500 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $9,893; and reduced the pro-rated portion of the derivative liability by $6,839 into additional paid in capital.

On March 25, 2013, Continental converted an additional $5,000 of its outstanding notes payable into 2,000,000 shares of common stock at a conversion price of $0.0025. After conversion, a principal balance of $11,500 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $1,842; and reduced the pro-rated portion of the derivative liability by $7,397 into additional paid in capital. On March 31, 2013, the Company re-valued the remaining derivative liability and recorded a loss of $5,535.

On April 3, 2013, Continental converted an additional $5,000 of its outstanding notes payable into 2,631,578 shares of common stock at a conversion price of $0.0019. After conversion, a principal balance of $6,500 remained. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $11,205; and reduced the pro-rated portion of the derivative liability by $4,932 into additional paid in capital.

On April 11, 2013, Continental converted an additional $4,000 of its outstanding notes payable into 2,222,222 shares of common stock at a conversion price of $0.0018. After conversion, a principal balance of $2,500 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $763; and reduced the pro-rated portion of the derivative liability by $4,415 into additional paid in capital.

On April 24, 2013, Continental converted the remaining $2,500 of its outstanding notes payable entered into on September 6, 2012 together with unpaid interest of $969 into 2,312,520 shares of common stock at a conversion price of $0.0015. After conversion, a principal balance of $0 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $1,959; and reduced the pro-rated portion of the derivative liability by $4,719 into additional paid in capital. At December 31, 2013, $0 remained in the derivative liability. In summary, the Company recorded a net loss of $8,787 on derivative liability.

F-14

In November, 2012, the Company entered into a third 8% Contingently Convertible Promissory Note with Asher for $30,000 which is due together with any unpaid accrued interest on August 29, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at the greater of (1) a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with no floor stated in the conversion feature; or (2) a fixed price of $0.00009 with a share cap disclosed as of 9.99% of the outstanding shares of the company at the time of conversion. The Company analyzed the note on the date on which the contingent conversion feature was settled on May 26, 2013. Because of the outstanding Continental note described below, this convertible note is considered to be “tainted” by the indeterminate amount of shares to be issued under that note. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $11,648. The Company recorded an original discount of $11,648. And the amount is fully amortized during the year ended December 31, 2013. The note contains an anti-dilution provision which causes the conversion price to decrease if the company issues any common stock at a lower price or with no consideration.

On June 4, 2013, Asher converted $12,000 of its outstanding notes payable into 10,000,000 shares of common stock at a conversion price of $0.0012. After conversion, a principal balance of $18,000 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $592; and reduced the pro-rated portion of the derivative liability by $4,896 into additional paid in capital.

On June13, 2013, Asher converted an additional $13,000 of its outstanding notes payable into 14,130,435 shares of common stock at a conversion price of $0.00092. After conversion, a principal balance of $5,000 remained. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $191; and reduced the pro-rated portion of the derivative liability by $5,961 into additional paid in capital.

On June 27, 2013, Asher converted the remaining $5,000 of its outstanding notes payable entered into on November 27, 2012 together with unpaid interest of $1,200 into 8,266,667 shares of common stock at a conversion price of $0.00075. After conversion, a principal balance of $0 remained. On the day of conversion, the Company accelerated the amortization of the discount of $5,000 into interest expense; revalued the derivative liability and recorded a loss on the derivative liability of $2,413; and reduced the pro-rated portion of the derivative liability by $3,605 into additional paid in capital. At December 31, 2013, $0 remained in the derivative liability. In summary, for the year ended December 31, 2013, the Company recorded a net loss of $2,814 on derivative liability for this note.

On January 15, 2013, the Company entered into a fourth Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $53,000 which together with any unpaid accrued interest is due on September 17, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as the greater of (i) the variable conversion price of 48% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.0009 with a share cap disclosed as of 9.99% of the outstanding shares of the company at the time of conversion. This convertible promissory note was funded in the amount of $50,000, with $3,000 being recorded as legal fees for amounts held by note holder. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration. The Company analyzed the note on the date on which the contingent conversion feature was settled on July 14, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On July 14, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $39,542. The Company recorded an original discount of $39,542. And the amount is fully amortized during the year ended December 31, 2013.

F-15

On July 24, 2013, Asher converted $6,000 of its outstanding notes payable entered into on January 15, 2013 into 14,285,714 shares of common stock at a conversion price of $0.00042. After conversion, a principal balance of $47,000 remained. revalued the derivative liability and recorded a gain on the derivative liability of $10,086; and reduced the pro-rated portion of the derivative liability by $3,335 into additional paid in capital.

On August 1, 2013, Asher converted an additional $5,000 of its outstanding notes payable entered into on January 15, 2013 into 14,285,714 shares of common stock at a conversion price of $0.00035. After conversion, a principal balance of $42,000 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $1,485; and reduced the pro-rated portion of the derivative liability by $5,730 into additional paid in capital.

On August 21, 2013, Asher converted $10,400 of its outstanding notes payable entered into on January 15, 2013 into 30,588,235 shares of common stock at a conversion price of $0.00034. After conversion, a principal balance of $31,600 remained on the January 15, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $4,858; and reduced the pro-rated portion of the derivative liability by $10,795 into additional paid in capital.

On August 27, 2013, Asher converted $1,100 of its outstanding notes payable entered into on January 15, 2013 into 3,235,294 shares of common stock at a conversion price of $0.00034. After conversion, a principal balance of $30,500 remained on the January 15, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $17,401; and reduced the pro-rated portion of the derivative liability by $14,154 into additional paid in capital.

On August 29, 2013, Asher converted $10,800 of its outstanding notes payable entered into on January 15, 2013 into 31,764,706 shares of common stock at a conversion price of $0.00034. After conversion, a principal balance of $19,700 remained on the January 15, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $990; and reduced the pro-rated portion of the derivative liability by $12,677 into additional paid in capital.

On September 9, 2013, Asher converted $10,400 of its outstanding notes payable entered into on January 15, 2013 into 38,518,519 shares of common stock at a conversion price of $0.00027. After conversion, a principal balance of $9,300 remained on the January 15, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $6,390; and reduced the pro-rated portion of the derivative liability by $11,452 into additional paid in capital. At September 30, 2013, the Company revalued the outstanding derivative liability and estimated its fair market value to be $16,406 and as a result recorded an additional loss on derivative liability of $13,968.

On October 1, 2013, Asher converted $7,700 of its outstanding notes payable entered into on January 15, 2013 into 55,000,000 shares of common stock at a conversion price of $0.00014. After conversion, a principal balance of $1,600 remained on the January 15, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $1,467; and reduced the pro-rated portion of the derivative liability by $14,487 into additional paid in capital.

F-16

On October 11, 2013, Asher converted the remaining $1,600 of its outstanding notes payable entered into on January 15, 2013 into 16,000,000 shares of common stock at a conversion price of $0.0001. After conversion, a principal balance of $0 remained on the January 15, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $9,822; and reduced the balance of the derivative liability by $10,273 into additional paid in capital. In summary, the Company recorded a total net loss on derivative liability for this note of $43,361. As such, the derivative liability had a $0 balance at December 31, 2013. Also on this date, Asher converted $2,120 of unpaid accrued interest into 21,200,000 shares of common stock at the same conversion price.

On February 19, 2013, the Company entered into a fifth Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $32,500 which together with any unpaid accrued interest is due on November 21, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as the greater of (i) the variable conversion price of 55% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.0009 with a share cap disclosed as of 9.99% of the outstanding shares of the company at the time of conversion. This convertible promissory note was funded in the amount of $30,000, with $2,500 being recorded as legal fees for amounts held by note holder. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration. The Company analyzed the note on the date on which the contingent conversion feature was settled on August 18, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On August 18, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $54,674. The Company recorded an original discount of $32,500 and an immediate loss on derivative liability of $22,174. At September 30, 2013, the Company revalued the derivative liability and determined that is fair market value was $23,555 resulting in a gain on derivative liability of $31,119. The Company amortized the total original discount into interest expense for the year ended December 31, 2013.

On October 16, 2013, Asher converted $3,300 of its outstanding notes payable into 30,000,000 shares of common stock at a conversion price of $0.00011. After conversion, a principal balance of $29,200 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $13,296; and reduced the balance of the derivative liability by $1,042 into additional paid in capital.

On November 1, 2013, Asher converted $7,750 of its outstanding notes payable into 70,454,545 shares of common stock at a conversion price of $0.00011. After conversion, a principal balance of $21,450 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $8,276; and reduced the balance of the derivative liability by $4,171 into additional paid in capital.

On November 12, 2013, Asher converted $8,550 of its outstanding notes payable into 77,727,273 shares of common stock at a conversion price of $0.00011. After conversion, a principal balance of $12,900 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $5,629; and reduced the balance of the derivative liability by $4,985 into additional paid in capital.

On November 25, 2013, Asher converted $6,000 of its outstanding notes payable into 100,000,000 shares of common stock at a conversion price of $0.00006. After conversion, a principal balance of $6,900 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $6,860; and reduced the balance of the derivative liability by $1,312 into additional paid in capital.

F-17

On December 11, 2013, Asher converted $6,000 of its outstanding notes payable into 100,000,000 shares of common stock at a conversion price of $0.00006. After conversion, a principal balance of $900 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $73,224; and reduced the balance of the derivative liability by $14,588 into additional paid in capital.

On December 26, 2013, Asher converted $900 of its outstanding notes payable into 3,750,000 shares of common stock at a conversion price of $0.00024. After conversion, a principal balance of $0 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $62,237; and reduced the balance of the derivative liability by $2,193 into additional paid in capital. In summary for the year ended December 31, 2013, the Company recorded a net gain on derivative liability of $4,209 for this note. As such, the derivative liability had a $0 balance at December 31, 2013. In addition, Asher converted the remaining $1,300 unpaid interest into 5,416,667 shares of common stock.

On April 16, 2013, the Company entered into a sixth Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) a Delaware Corporation for an 8% contingently convertible promissory note with an aggregate principal amount of $42,500 which together with any unpaid accrued interest is due on December 21, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as the greater of the variable conversion price of 55% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date with an overall cap of 9.99% of total shares outstanding prior to conversion. This convertible promissory note was funded in the amount of $40,000, with $2,500 being recorded as original issuance discount. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration. The Company analyzed the note on the date on which the contingent conversion feature was settled on October 13, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On October 13, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $10,923. The Company recorded an original debt discount of $10,923 and additional $2,500 debt discount due to the original issuance discount. During the year ended December 31, 2013, the Company amortized $9,253 of the discount into interest expense.

On December 26, 2013, Asher converted $36,000 of its outstanding notes payable into 150,000,000 shares of common stock at a conversion price of $0.00024. After conversion, a principal balance of $6,500 remained on the notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $75,430; and reduced the pro-rated balance of the derivative liability by $73,146 into additional paid in capital. As such, the derivative liability had a $13,207 balance after conversion on December 26, 2013. At December 31, 2013, the Company accelerated amortization of the discount of $9,253 into interest expense. And the Company also fully amortized the $2,500 original issuance discount. On December 31, 2013, the Company re-valued the derivative liability and recorded a loss on derivative liability of $245, resulting in a derivative liability at December 31, 2013 of $13,452. In summary for the year ended December 31, 2013, the Company recorded a loss on derivative liability of $75,675 for this note.

F-18

On April 7, 2013, the Company entered into a convertible promissory note with a vendor to satisfy outstanding invoices in the amount of $68,000. The note bears no interest and was convertible into shares of common stock 6 months from the inception at the greater of (1) stock price of the conversion date; or (2) stock price on the execution date of the promissory note. The Company analyzed the note on the date on which the contingent conversion feature was settled on October 7, 2013. The Company determined that the variable conversion price results in need of bifurcation of the conversion feature into a separate derivative liability valued at fair market value. On October 7, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $65,407. The Company recorded an original discount of $65,407 and liability debt discount of $65,407. For the period ended December 31, 2013, the Company recorded $15,232 of interest expense as a result of the amortization of this discount. At December 31, 2013, the Company re-valued the derivative liability and recorded a total loss on derivative liability for this note of $787, bringing the derivative liability balance to $66,193 at December 31, 2013.

On April 10, 2013, the Company entered into a convertible promissory note with a vendor to satisfy outstanding debt invoices in the amount of $6,000. The note bears no interest and was convertible into shares of common stock at the holder’s option beginning on the date of the note at a variable conversion price calculated by the average 10 day trading price of the Company’s common stock prior to the date of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative”. On April 10, 2013, the Company estimated the fair market value of the derivative liability associated with the bifurcated conversion feature to be $10,155. The Company recorded an original discount of $6,000 and day 1 loss on derivative liability of $4,155.

On April 24, 2013, the vendor converted $6,000 of its outstanding note payable into 2,000,000 shares of common stock. After conversion, a principal balance of $0 remained. On the day of the conversion, the Company accelerated the amortization of the discount of $6,000 into interest expense; revalued the derivative liability and recorded a loss on the derivative liability of $3,882; and reduced the pro-rated portion of the derivative liability by $14,037 into additional paid in capital. At December 31, 2013, $0 remained in the derivative liability. In summary, for the year ended December 21, 2013, the Company recorded a total net loss on derivative liability of $8,037.

On April 30, 2013, the Company converted a 0% promissory note reclassified from certain accounts payable into an 8% contingently convertible promissory note with Continental Equities, LLC, a New York limited liability corporation. The note has an aggregate principal amount of $34,000 which together with any unpaid accrued interest is due on April 30, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a “share cap” is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $19,798. As a result, the Company recorded a discount on the original note of $19,798. And the debt discount is fully amortized during the year ended December 31, 2013. As of June 30, 2013, the Company revalued the derivative liability and recorded a gain on the derivative liability of $4,106.

On August 12, 2013, Continental converted $5,460 of its outstanding notes payable entered into on April 30, 2013 into 14,000,000 shares of common stock at a conversion price of $0.00039. After conversion, a principal balance of $28,540 remained on the April 30, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $5,524; and reduced the pro-rated portion of the derivative liability by $3,407 into additional paid in capital.

F-19

On August 27, 2013, Continental converted $5,460 of its outstanding notes payable entered into on April 30, 2013 into 13,650,000 shares of common stock at a conversion price of $0.0004. After conversion, a principal balance of $23,080 remained on the April 30, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $5,777; and reduced the pro-rated portion of the derivative liability by $7,575 into additional paid in capital.

On September 10 2013, Continental converted $6,090 of its outstanding notes payable entered into on April 30, 2013 into 21,000,000 shares of common stock at a conversion price of $0.00029. After conversion, a principal balance of $16,990 remained on the April 30, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $250; and reduced the pro-rated portion of the derivative liability by $7,885 into additional paid in capital.

On September 18, 2013, Continental converted $5,720 of its outstanding notes payable entered into on April 30, 2013 into 22,000,000 shares of common stock at a conversion price of $0.00026. After conversion, a principal balance of $11,270 remained on the April 30, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $2,891; and reduced the pro-rated portion of the derivative liability by $7,198 into additional paid in capital.

On September 25, 2013, Continental converted $4,950 of its outstanding notes payable entered into on April 30, 2013 into 22,500,000 shares of common stock at a conversion price of $0.00022. After conversion, a principal balance of $6,320 remained on the April 30, 2013 notes payable. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $10,553; and reduced the pro-rated portion of the derivative liability by $11,497 into additional paid in capital. On September 30, 2013, the Company revalued the derivative liability and determined that the market value was $13,248 and as such recorded an additional loss on derivative liability of $10,623.

On October 8, 2013, the Continental converted the final $6,320 balance of its outstanding notes payable into 26,330,333 shares of common stock at a conversion price of $0.00024. The Company also converted an additional $1,004 accrued interest into 4,187,416 shares of common stock. After conversion, a principal balance of $0 remained. On the day of conversion, the Company revalued the derivative liability recorded a gain of $4,084 and reduced the remaining balance of $9,165 into additional paid in capital leaving a $0 balance in the derivative liability. In summary, for the year ended December 31, 2013, the Company recorded a net loss on derivative liability of $26,928 for this note.

On April 30, 2013, the Company converted a second 0% promissory note reclassified from certain accounts payable during the period ended March 31, 2013, into an 8% contingently convertible promissory note with Continental Equities, LLC, a New York limited liability corporation. The note has an aggregate principal amount of $22,500 which together with any unpaid accrued interest is due on April 30, 2014. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a “share cap” is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $19,798. As a result, the Company recorded a discount on the original note of $19,798. And the debt discount is fully amortized during the year ended December 31, 2013.

F-20

On May 28, 2013, Continental converted $5,500 of its outstanding notes payable into 5,000,000 shares of common stock at a conversion price of $0.0011. After conversion, a principal balance of $17,000 remained. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $1,024; and reduced the pro-rated portion of the derivative liability by $4,589 into additional paid in capital.

On June 17, 2013, Continental converted $3,900 of its outstanding notes payable into 5,000,000 shares of common stock at a conversion price of $0.00078. After conversion, a principal balance of $13,100 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $72; and reduced the pro-rated portion of the derivative liability by $3,271 into additional paid in capital. At June 17, 2013, a derivative liability of $10,986 remained.

On June 24, 2013, Continental converted $5,090 of its outstanding notes payable into 7,485,000 shares of common stock at a conversion price of $0.00068. After conversion, a principal balance of $8,010 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $4,550; and reduced the pro-rated portion of the derivative liability by $6,036 into additional paid in capital. At June 24, 2013, a derivative liability of $9,499 remained. On June 30, 2013, the Company re-valued the remaining derivative liability and recorded a loss of $2,417 resulting in a balance of $11,916.

On July 9, 2013, Continental converted $4,079 of its outstanding notes payable into 7,485,000 shares of common stock at a conversion price of $0.00054. After conversion, a principal balance of $3,931 remained. On the day of conversion, the Company accelerated the amortization of $5,308 of the discount into interest expense; revalued the derivative liability and recorded a loss on the derivative liability of $3,128; and reduced the pro-rated portion of the derivative liability by $7,661 into additional paid in capital.

On July 24 2013, Continental converted the final $3,931 of its outstanding notes payable into 7,963,400 shares of common stock at a conversion price of $0.00049. After conversion, a principal balance of $0 remained. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $625; and reduced the pro-rated portion of the derivative liability by $6,759 into additional paid in capital. At December 31, 2013, there is $0 remaining in the derivative liability. In summary, for the year ended December 31, 2013, the Company recorded a total net loss on derivative liability for this note of $8,518.

On May 21, 2013, the Company entered into a second Convertible Promissory Note with Continental Equities, LLC, a New York limited liability corporation for an 8% convertible promissory note in the aggregate principal amount of $30,000, which together with any unpaid accrued interest is due on May 20, 2014. $28,500 of the proceeds was funded directly to the company while $1,500 was recorded original issuance discount. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option beginning on the date of the note at a variable conversion price calculated as 55% of the market price which means the average of the lowest three trading prices during the ten trading day period ending on the latest complete trading day prior to the conversion date with the only mention of a “share cap” is that the number of shares of common stock issuable upon the conversion would not exceed 4.99% of the outstanding shares of the company at the time of conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $16,113. As a result, the Company recorded a discount on the original note of $17,613 including $16,113 debt discount due to derivative liability and $1,500 debt discount due to original issuance discount. As of December 31, 2013, the amortization of debt discount is $10,180. On June 30, 2013; the Company re-valued the remaining derivative liability and recorded a gain of $475. On September 30, 2013, the Company recorded $3,964 of interest expense associated with the amortization of the discount associated with the bifurcation of the conversion feature and revalued the derivative liability and recorded a gain of $1,277.

F-21

On November 25 2013, Continental converted $2,500 of its outstanding notes payable into 45,454,545 shares of common stock at a conversion price of $0.000055. After conversion, a principal balance of $27,500 remained. On the day of conversion, the Company revalued the derivative liability and recorded a gain on the derivative liability of $9,754; and reduced the pro-rated portion of the derivative liability by $384 into additional paid in capital.

On December 10, 2013, Continental converted $3,200 of its outstanding notes payable into 58,181,818 shares of common stock at a conversion price of $0.000055. After conversion, a principal balance of $24,300 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $7,455 and reduced the pro-rated portion of the derivative liability by $1,246 into additional paid in capital.

On December 20, 2013, Continental converted $6,540 of its outstanding notes payable into 71,086,956 shares of common stock at a conversion price of $0.000092. After conversion, a principal balance of $17,760 remained. On the day of conversion, the Company revalued the derivative liability and recorded a loss on the derivative liability of $18,921 and reduced the pro-rated portion of the derivative liability by $6,399 into additional paid in capital. At December 31, 2013, the Company re-valued the remaining derivative liability for an amount of $21,004 and recorded a gain of $1,950. In summary for the year ended December 31, 2013, the Company recorded a net loss of $12,920 on derivative liability for this note.

On November 11,2013, The Company entered into an assignment agreement where the Company assigned a previously entered into $11,300 Notes Payable to Dash Consulting to Magna Group, LLC, a third party. As such the Company entered into a 12% Convertible note with Magna Group for $11,300. The Note matures on November 11, 2014. Magna in entitled at its option at any time after the issuance of the note to convert all or any portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 45% discount from the lowest trading price in the 5 days prior to the day that Magna requests conversion. In no event shall the conversion price be less than $0.00004 and is subject overall to 9.99% of the total outstanding shares of the company prior to conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $12,972. As a result, the Company recorded a discount on the original note of $11,300 and recorded an immediate loss on derivative liability of $1,672.

On November 19, 2013, Magna converted $4,650 of the original notes payable into 84,545,454 shares of common stock at a conversion price of $0.000055. After conversion, a principle balance of $6,650 remained. On the day of conversion, the Company re-valued the derivative liability and recorded a loss on derivative liability of $7,702 and reduced the pro-rated portion of the derivative liability of $8,507 into additional paid in capital.

On November 26, 2013, Magna converted $4,650 of the original notes payable into 84,545,454 shares of common stock at a conversion price of $0.000055. After conversion, a principle balance of $2,000 remained. On the day of conversion, the Company re-valued the derivative liability and recorded a gain on derivative liability of $4,514 and reduced the pro-rated portion of the derivative liability of $3,149 into additional paid in capital.

On December 10, 2013, Magna converted the remaining $2,000 of the original notes payable into 36,363,636 shares of common stock at a conversion price of $0.000055. After conversion, a principle balance of $0 remained. On the day of conversion, the Company re-valued the derivative liability and recorded a loss on derivative liability of $669 and reduced the remaining derivative liability of $5,173 into additional paid in capital. As such, the derivative liability had a balance of $0 at December 31, 2013. In addition, the Company accelerated the amortization of the discount of $11,300 into interest expense. In summary for the year ended December 21, 2015, the Company recorded a net loss on derivative liability of $5,529 on this note.

F-22

On December 10, 2013, the Company entered into an assignment agreement where the Company assigned a previously entered into $17,500 Notes payable with Pitts Riley to Microcap Equity Group, LLC, a third party. As such the Company entered into a 10% Convertible note with Microcap Equity Group for $17,500 which matures on December 10, 2014. Microcap is entitled at its option at any time after the issuance of the note to convert all or any portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 45% of the lowest trading price in the 10 days prior to conversion. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $14,052. As a result, the Company recorded a discount on the original note of $14,052.

On December 12, 2013, Microcap converted $2,900 of the notes payable into 58,000,000 shares of common stock at a conversion price of $0.00005. After conversion, $14,600 remained on the notes payable. On the day of conversion, the Company re-valued the derivative liability and recorded a loss on the liability of $43,012 and reduced the pro-rated portion of the derivative liability of $9,456 into additional paid in capital.

On December 18, 2013, Microcap converted $3,500 of the notes payable into 70,000,000 shares of common stock at a conversion price of $0.00005. After conversion, $11,100 of the notes payable balance remained. On the day of the Conversion, the Company re-valued the derivative liability and recorded a gain on derivative liability of $10,738 and reduced the pro-rated portion of the derivative liability of $7,374 into additional paid in capital.

On December 20, 2013, Microcap converted $3,700 of the notes payable into 74,000,000 shares of common stock at a conversion price of $0.00005. On the day of conversion, the Company re-valued the derivative liability and recorded a gain on derivative liability of $24,723 and reduced the pro-rated portion of the derivative liability of $1,010 into additional paid in capital. Additionally, the Company accelerated the amortization of the discount of $10,100 related to the conversions into interest expense. On December 31, 2013, the Company re-valued the derivative liability and recorded loss on derivative liability of $22,529 resulting in a derivative liability balance of $26,292 at December 31, 2013. In summary, for the year ended December 31, 2013, the Company recorded a loss of $30,080 on derivative liability for this note.

On December 24 ,2013, The Company entered into an assignment agreement where the Company assigned a previously entered into $48,470 Notes Payable to Pitts Riley to Magna Group, LLC, a third party. As such the Company entered into a 10% Convertible note with Magna Group for $48,470 on December 26, 2013. The Note matures on December 26, 2014. Magna in entitled at its option at any time after the issuance of the note to convert all or any portion of the outstanding principal amount and accrued but unpaid interest into common stock at a conversion price for each share of common stock equal to a price which is a 45% discount from the lowest trading price in the 5 days prior to the day that Magna requests conversion. In no event shall the conversion price be less than $0.00009, also subject to a cap of 9.99% of the total shares outstanding of the company prior to conversion.. Since the number of shares outstanding at any future date is undetermined by the Company, the Company determined that the conversion feature in this note qualified as an “embedded derivative,” and therefore separated the conversion feature from the host contract and estimated the fair market value at inception to be $77,940. As a result, the Company recorded a discount on the original note of $48,470 and recorded an immediate loss on derivative liability of $29,470.

F-23

On December 26, 2013, Magna converted $34,470 of the original notes payable into 156,681,818 shares of common stock at a conversion price of $0.00022. After conversion, a principle balance of $14,000 remained. On the day of conversion, reduced the pro-rated portion of the derivative liability of $55,428 into additional paid in capital. The Company also accelerated the discount of $34,470 into interest expense related to the conversion. On December 31, 2013, the Company re-valued the derivative liability and recorded a gain on the liability of $7,987 resulting in a remaining derivative liability at December 31, 2013 of $14,525. In summary, for the year ended December 31, 2013, the company recorded a net loss of $21,483 on derivative liability for this note.

On December 23, 2013, the Company received $15,500 in exchange for a 5% Convertible Promissory Note from J Riley Consulting Group. The Note is due together with any unpaid interest on December 23, 2014. Under the terms of the Note, the principle amount together with any unpaid interest is convertible after the maturity date at the option of the Holder into common stock at a fixed conversion price of $0.001 per share. Since the Notes Payable is not convertible until a future date, the Company did not evaluate the conversion feature for derivative considerations.

In summary, during the year ended December 31, 2013 and 2012, the Company recorded a total of $318,921 and $23,764, respectively in interest expense. During years ended December 31, 2013 and 2012, the amount of interest expense associated with the amortization of discounts associated with the amortization of the debt discounts established by derivative liabilities in the convertible notes was $295,726 and $17,282.

NOTE 8 - DERIVATIVE LIABILITY

In June 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of certain of the Company’s Convertible Promissory Note (described in Note 5), does not have a fixed settlement provision because conversion of the Asher Notes and the Continental Notes will be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the Asher Notes and the Continental Note from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion feature of the Asher Notes and the Continental Notes were separated from the host contract and recognized as a derivative instrument. The conversion feature of the Asher Notes and the Continental Notes have been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

The following table summarizes the derivative liabilities included in the consolidated balance sheet:


Derivative liability
Derivative liabilities as of December 31, 2012	$	39,028
Loss on derivative liability		314,675
Debt discount		332,948
Settlement of derivative liability due to conversion of related notes		(535,531)
Derivative liabilities as of December 31, 2013	$	151,120

NOTE 9 - INCOME TAXES

No provision for federal income taxes has been recognized for the years ended December 31, 2013 and 2012, as the Company incurred a net operating loss for income tax purposes in each year and has no carryback potential.

F-24

Significant components of the Company’s deferred tax liabilities and assets as of December 31, 2013 and 2012 were as follows:


	December 31, 2013		December 31, 2012

Deferred tax assets:	$	472,824	$	188,051
Net operating loss		472,824		188,051
Less valuation allowance		(472,824)		(188,051)
	$	--	$	--

The Company has provided a full valuation allowance for net deferred tax assets as it is more likely than not that these assets will not be realized. At December 31, 2013 and 2012, the Company had net operating loss carry forwards of approximately $1,390,660 and $553,092, respectively for federal income tax purposes. These net operating loss carry forwards begin to expire in 2023.

Income tax expense differed from the amounts computed by applying the U.S. federal statutory tax rate of 34% to pretax income from continuing operations as a result of the following:

	Year ended December 31,
	2012			2011
	2013		2012
Computed “expected” income tax expense (benefit)	$	(1818,~~400,994~~539)	$	$(1,400,994)	~~(26,338)~~
Increase (reduction) resulting from:
Permanent difference		1533,~~239,281~~766		1,239,281	-
Change in valuation allowance		~~161~~284,~~713~~773		161,713	~~26,338~~
Income tax expense	$	--	$	$--	-

9NOTE 10 - STOCKHOLDERS’ DEFICIT

On ~~September~~December 1826, ~~2012~~2013, the Company increased the authorized number of shares to 4,500,000,000, with 4,450,000,000 being common shares and 50,000,000 being preferred shares.

On March 15, 2013, the Company increased the authorized number of shares to 2,500,000,000, with 2,450,000,000 being common shares and 50,000,000 being preferred shares.

Preferred Stock

Common Stock

Shares Issued for Cash

During the year ended December 31, 2013, the Company issued 38,880,000 for $9,720. There is no share issued for cash during the year ended December 31, 2012.

Shares Issued for Services

During the years ending December 31, 2013 and 2012, the Company issued 422,647,618 and 46,457,619 shares, respectively to consultants for services rendered. The Company estimated the fair market value of the shares issued to be $957,451 and $538,193, respectively and recorded this as stock based compensation.

F-25

During the year ended December 31, 2012, the Company entered into an agreement to issue 438,000 shares of common stock in exchange for release of a related party receivable of $38,800. The fair market value of the shares issued was $43,800; therefore the Company recorded a $5,000 loss on the extinguishment of debt.

During the year ended December 31, 2012, the Company exchanged 300,000 shares of restricted common stock for consulting services. The value was determined using the market value of the shares issued which was $39,000 resulting in an Additional Paid in Capital amount of $38,700.

During the year ended December 31, 2012, the Company entered into a two consulting agreements with the commitment to issue a total of 110,000 shares at the signing of the agreement in April 2012. As of December 31, 2012, the shares had not been issued, but the Company recorded a common stock payable with a corresponding increase in stock based compensation for $15,026.

During the year ended December 31, 2012, the Company entered into a consulting agreement with the commitment to issue a total of 2,000,000 shares at the signing of the agreement in April 2012. As of December 31, 2012, the shares had been issued, and the Company recorded stock based compensation in the amount of $300,000 which is the market value of the shares to be issued under the consulting arrangements.

During the year ended December 31, 2012, the Company entered into a consulting agreement with the commitment to issue a total of 5,000,000 common shares upon execution of the agreement. As of December 31, 2012, the shares have not been issued and the Company recorded a common stock payable with a corresponding increase in stock based compensation for $13,500.

F-14

On October 27, 2012, the Company entered into a twelve month consulting agreement with the commitment to issue a total of 10,000,000 shares per month. As of December 31, 2012, the Company owed 20,000,000 shares under this agreement. As such, the Company recorded a common stock payable for $104,000 equal to the fair market value or trading price of the company’s stock on the last day of the month for November and December 2012, with a corresponding increase in stock based compensation. See Subsequent Events Note 13, where 10,000,000 shares were issued in January 2013.

During the year ended December 31, 2012, the Company determined that $3,681 in accounts payable were related to the former shareholders and therefore were written off with an increase in additional paid in capital

During the year ended December 31, 2012, the Company issued a total of 4,949,382 shares of common stock in connection with the conversion of $6,581 of convertible notes payable. See Note 7: Convertible Notes payable.

On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667, however these shares have not been issued as of the issuance of these financial statements and the $50,000 of accrued salary is still recorded as of December 31, 2012.

During the year ended December 31, 2012, a shareholder agreed to issue some of his shares to a third party for services rendered on behalf of the Company. The fair market value of these services totaled $4,375. The Company recorded this as a contribution to capital and an increase in stock based compensation.

OnShares ~~November~~Issued 7, 2011, the Company entered into an Advisory Services Agreement (“Advisory Agreement”) with an unrelated investment advisory company (the “Advisor”), whereas the Advisor agreed to perform certain advisory services in exchange for ~~50,000~~Conversion ~~shares, valued at $4,500 ($0.09 per share),~~ of ~~the~~Notes Company’s common stock, to be delivered within 10 days after execution of the Advisory Agreement, in addition to reimbursement by the Company for the $4,500 DTC Application fee. The shares issued pursuant to the Advisory Agreement are restricted shares. The term of the Advisory Agreement commenced on November 7, 2011 and was set to expire upon the Company’s receipt of either an approval or a denial of their DTC Eligibility Request by DTC. On March 14, 2012, the Company completed the final approved DTC opinion and became DTC eligible on April 26, 2012. .Payable

OnDuring the years ended December 3031, ~~2011~~2013 and 2012, the Company issued 1,~~250~~738,~~000 restricted shares~~621,177 ~~valued~~and ~~at $81~~4,~~250~~949,382 ($0.065 per share) to settle its outstanding note payable to an unrelated third party (the “Exchange”). The exchange price was determined to be 50% below the average ten (10) day trading price of the Company’s unrestricted shares of common stock, ~~prior~~respectively torelated ~~the conversion date. Pursuant~~ to ~~the exchange~~$386,903 ~~the unrelated third party released the Company from its obligation to repay outstanding principle~~ and ~~interest due, aggregating~~ $~~328~~6,~~656~~581, atrespectively ~~the~~of ~~time~~conversions of ~~the~~various ~~exchange~~notes payable. ~~The~~See ~~Company~~Note ~~recognized~~7 a- ~~$247,406~~Convertible ~~gain~~Notes onPayable ~~extinguishment~~for offurther ~~debt as a result of the exchange~~discussion. ~~See Note 6.~~

10Reduction -in ~~RELATED~~Derivative ~~PARTY TRANSACTIONS~~Liability

During the years ended December 31, 2013 and 2012, the Company recorded $535,531 and $13,861, respectively into additional paid in capital related to the pro-rated reduction of the derivative liability associated with conversion of various convertible notes payable.

NOTE 11 - RELATED PARTY TRANSACTIONS

Sales to Related Party Distributor

~~F-15~~The Distributor pays the Company on a per case basis which is consistent with terms between the Company and third party distributors. Since the Company uses a substantial amount of the Distributor’s inventory as samples and promotions, the Company offers the Distributor credit terms of “on consignment.” During the years ended December 31, 2013 and 2012 the Company recognized revenue from product sales to the Distributor of $3,679 and $14,240 respectively, which represented 1.4% and 2.7%, respectively, of total product revenue recognized by the Company. At December 31, 2013and 2012, accounts receivable from the Distributor was $4,085 and $6,329, respectively.

The Distributor pays the Company on a per case basis which is consistent with terms between the Company and third party distributors. Since the Company uses a substantial amount of the Distributor’s inventory as samples and promotions, the Company offers the Distributor credit terms of “on consignment.” During the years ended December 31, 2012 and 2011 the Company recognized revenue from product sales to the Distributor of $14,240 and $13,162 respectively, which represented 2.7% and 0.97%, respectively, of total product revenue recognized by the Company. At December 31, 2012 and 2011, accounts receivable from the Distributor was $6,329 and $3,000, respectively.

Shipping Reimbursements from Related Party

F-26

Advances to Related Party

Prior to December 31, 2011, the Company advanced $49,484 to a company owned by the CEO’s wife and repaid $40,152. As of December 31, ~~2012~~2013and ~~and 2011~~2012, ~~that Company had repaid~~ $409,~~152~~332 ofis ~~these~~outstanding ~~advances~~and ~~resulting~~presented inas ~~outstanding~~Advances ~~advances~~to ~~due~~Related ofParties ~~$9,332~~on asthe ofbalance ~~these dates~~sheet.

Acquisition of Fixed Assets from Related Party

During the year ended December 31, ~~2011~~2013, the Company purchased two used vehicles from companies owned by the CEO for a total of $719,~~850~~900.

Advances from Related Party

During the year ended December 31, 2011, the Company received related party advances from a company majority owned by the CEO and of which the CEO was the sole officer and director in the aggregate amount of $38,800. On March 7, 2012, the Company issued 438,000 restricted shares of common stock to settle the $38,800 advances from third parties that were outstanding at December 31, 2011.

Other

During 2011, the Company paid consulting and research related fees on behalf of High Margins, Inc. another company owned by the CEO. Amounts receivable at December 31, 2012 was $4,569.

During 2012, the Company made payments of $9,353 to his wife and daughter for reimbursement of medical insurance costs and other consulting services performed for the Company.

11NOTE 12 - LEGAL PROCEEDINGS

~~F-16~~On January 20, 2011, a claim was filed against Dewmar International BMC, Inc.(“Dewmar”) by Corey Powell, in Ascension Parish, LA 23rd Judicial District Court. Corey Powell was a former distributor of LEAN, a relaxation beverage marketed by Dewmar. Powell filed suit to recover allegedly unpaid commissions, “invasion fees” and “finder’s fees.” The commissions related to payments allegedly owed for Powell’s direct sale of LEAN product to wholesalers and retailers. The invasion fees relate to payments allegedly owed to Powell when the LEAN product was sold by other wholesalers in his geographic territory. The finders’ fees relate to payments allegedly owed to Powell for introducing investors to the Dewmar’s management. Discovery has continued and a deposition is being scheduled for July or August, 2014 on the last witness prior to a trial date being set. Written discovery has been propounded and several depositions have been taken to better understand the nature and basis for the plaintiff’s claims and to build Dewmar’s defenses. Dewmar has vigorously contested each and every one of the plaintiff’s allegations and has instructed counsel to proceed to trial on the merits. There have been negotiations between the counsels for the parties regarding dropping approximately half of the original claims, but no reasonable discussions have occurred. Currently, there is no trial date set.

~~During~~On ~~December~~November 9, 2011, ~~Innovative~~Charles ~~Beverage~~Moody ~~Group~~and ~~Holdings~~DeWayne ~~(“IBGH”)~~McKoy filed a claim against ~~Dewmar~~DSD ~~International BMC, Inc., Unique Beverage Group,~~ and ~~LLC. and~~ Marco Moran, CEO ~~of the Company~~, in ~~Harris~~Bossier ~~County~~Parish, TXLA ~~61st~~26th Judicial ~~District~~ Court,. ~~whereas~~Charles ~~the~~Moody ~~plaintiff~~and ~~asserted~~Dewayne ~~certain~~McKoy, ~~allegations.~~allegedly Onboth ~~February~~shareholders ~~24,~~of ~~2012~~DSD, ~~the~~brought ~~Company~~an ~~filed~~action aagainst ~~motion~~Dr. ~~for~~Moran ~~summary~~alleging ~~judgment~~that tohe ~~dismiss~~engaged ~~these~~in ~~frivolous~~various ~~allegations~~acts ~~due~~of tomisconduct ~~lack~~and breaches of ~~proper~~his ~~evidence.~~fiduciary Onduties ~~April~~to ~~12,~~the ~~2012~~corporation ~~Dewmar~~which ~~International~~damaged ~~BMC,~~them ~~Inc~~as ~~was~~minority ~~given~~shareholders. ~~written~~Moody ~~notice~~and ofMcKoy ~~its~~also ~~non-suit~~seek ~~without~~damages ~~prejudice~~ from ~~Innovative Beverage Group, Inc~~Dr. ~~This~~Moran ~~releases~~for ~~Dewmar~~dilution ~~International BMC, Inc. from any~~ and/or ~~all~~loss ~~liability.~~of Onvalue ~~June~~of ~~27,~~their ~~2012,~~shareholder ~~Innovative~~interest ~~Beverage~~in ~~Group~~DSD ~~Holdings~~as ~~(“IBGH”)~~a ~~filed~~result ~~the~~of ~~same~~his ~~claims~~alleged ~~against Dewmar International BMC, Inc~~misconduct., DSD ~~Network~~is ofa ~~America,~~nominal ~~Inc.~~defendant ~~and Marco Moran CEO of the Company,~~ in ~~Harris~~this ~~County,~~derivative ~~Texas 127th Judicial District Court~~action, ~~whereas~~as ~~plaintiff~~required ~~asserted~~by ~~that~~Louisiana ~~the~~law. ~~Defendants~~Initial ~~engaged~~pleadings inhave ~~various~~been ~~acts~~filed ofand ~~unfair~~exceptions ~~business practices that caused harm~~ to ~~IBGH.~~the ~~The company~~plaintiff’s ~~and~~claims ~~Marco Moran~~ have ~~filed~~been ~~an Answer and Counterclaim in this matter on October 31, 2012~~asserted. Discovery has not yet ~~begun in this matter~~commenced. ~~Written~~DSD ~~discovery~~vigorously ~~will~~denies bethat ~~propounded~~its ~~and~~officers ~~depositions~~or ~~will~~directors ~~have~~engaged toin beany ~~taken~~conduct towhich ~~better~~may ~~understand~~have ~~the~~harmed ~~nature~~minority ~~and~~shareholders. ~~basis~~The ~~for~~plaintiffs ~~the~~have ~~plaintiff’s~~not ~~claims~~filed ~~and~~any toadditional ~~build~~pleadings ~~the~~or ~~Company’s~~requested ~~defenses.~~additional ~~The~~discovery ~~Company~~in ~~has~~these ~~vigorously~~matters ~~contested~~in ~~each~~over three and ~~every~~a ~~one~~half ofyears. The ~~the~~case ~~plaintiff’s allegations and~~ has ~~instructed~~been ~~counsel to proceed to trial on the merits~~dismissed.

OnDuring ~~March~~December 222011, ~~2012~~Innovative ~~Plaintiff,~~Beverage ~~DSD~~Group ~~NETWORK~~Holdings ~~OF AMERICA, INC.~~ (~~hereinafter~~ “~~DSD~~IBGH”) filed ~~suit~~a claim against ~~Defendants~~Dewmar ~~DeWayne~~International ~~McKoy~~BMC, ~~Charles~~Inc., ~~Moody~~Unique Beverage Group, ~~Corey~~and ~~Powell~~LLC. and ~~Peter~~Marco ~~Bianchi~~Moran, CEO of the Company, in ~~United~~Harris ~~States~~County, TX 61st Judicial District Court;, ~~District~~whereas ofthe ~~Nevada~~plaintiff ~~for~~asserted certain allegations. On February 24, 2012, the Company filed a ~~combined~~motion ~~thirteen~~for ~~claims~~summary ~~accusing~~judgment ~~this~~to ~~group~~dismiss ofthese ~~defendants~~frivolous inallegations ~~colluding~~due ~~against~~to ~~the~~lack ~~Company~~of proper evidence. ~~Answers~~On ~~have~~April ~~been~~12, ~~received~~2012 Dewmar International BMC, Inc was given written notice of its non-suit without prejudice from ~~McKoy~~Innovative Beverage Group, ~~Moody~~Inc. ~~and~~This ~~Powell~~releases Dewmar International BMC, Inc. from any and ~~Powell~~all ~~has~~liability. On June 27, 2012, Innovative Beverage Group Holdings (“IBGH”) filed athe ~~counterclaim~~same claims against Dewmar International BMC, Inc., DSD ~~vigorously~~Network ~~denies~~of ~~all~~America, Inc. and Marco Moran CEO of the ~~claims~~Company, in ~~Powell~~Harris County, Texas 127th Judicial District Court, whereas plaintiff asserted that the Defendants engaged in various acts of unfair business practices that caused harm to IBGH. The company’s ~~counterclaim.~~and ~~Bianchi~~Marco ~~failed~~Moran tohave ~~answer~~filed an Answer and ~~was~~Counterclaim ~~defaulted~~in ~~however~~this ~~Bianchi~~matter on October 31, 2012. Discovery has ~~filed~~not ayet ~~Motion~~begun in this matter. Written discovery will be propounded and depositions will have to ~~Set~~be ~~Aside~~taken to better understand the ~~Default~~nature and ~~Powell~~basis ~~and~~for ~~Bianchi~~the ~~have~~plaintiff’s ~~filed~~claims ~~Motions~~and to ~~Dismiss~~build the Company’s defenses. ~~Rulings~~ onThe ~~these~~Company ~~Motions~~is ~~are~~no ~~still~~longer ~~pending~~named as a defendant in this case.

~~F-17~~On March 22, 2012 Plaintiff, DSD NETWORK OF AMERICA, INC. (hereinafter “DSD”) filed suit against Defendants DeWayne McKoy, Charles Moody, Corey Powell and Peter Bianchi in United States District Court; District of Nevada for a combined thirteen claims accusing this group of defendants in colluding against the Company. Answers have been received from McKoy, Moody and Powell and Powell has filed a counterclaim. DSD vigorously denies all the claims in Powell’s counterclaim. Bianchi failed to answer and was defaulted however Bianchi has filed a Motion to Set Aside the Default and Powell and Bianchi have filed Motions to Dismiss. The case has been dismissed.

12NOTE 13 - COMMITMENTS AND CONTINGENCIES

Employment Agreement

F-28

During the years ended December 31, ~~2012~~2013 and ~~2011~~2012, the Company incurred $~~120~~126,~~000~~726, and $120,000 in base salary to Dr. Moran, respectively, which were included as a component of general and administrative expenses. The Company recorded total accrued payroll to Dr. Moran in the amounts of $~~390~~494,000 and $~~333~~390,000, in accounts payable and accrued liabilities on its consolidated balance sheets at December 31, ~~2012~~2013 and ~~2011~~2012, respectively. On November 7, 2012, the Company agreed to convert $50,000 of accrued salary for Dr. Marco Moran into 19,047,619 shares of common stock. The number of shares issued was calculated using a 25% discount to the trading price on the agreement date. The fair market value of the shares on the date of the agreement was $66,667 which resulted in recognition of loss on settlement of accrued salaries of $16,667 for the difference in the amount of accrued salary and the fair market value of the shares issued.

On December 6, 2012, the Company issued 50,000,000 shares of Class A Preferred stock to Dr. Moran for services rendered. The shares are convertible into 10 shares of common stock. Based on this, the Company determined the fair market value of the preferred shares to be equal to $3,150,000 based on the common stock trading price on the date of the resolution and recorded such as stock based compensation. The shares were treated as if converted into common shares to determine the fair market value.

Lease Operating Expenses

The Company leased office spaces in Clinton, MS and Houston, TX under non-cancelable operating leases during ~~2012~~2013 and ~~2011~~2012. Rent expense was $2327,~~898~~547 and $2223,~~729~~898 for the years ended December 31, ~~2012~~2013 and ~~2011~~2012, respectively.

FThe following is a schedule of future minimum lease payments under non-18cancelable operating leases at December 31, 2013:

The following is a schedule of future minimum lease payments under non-cancelable operating leases at December 31, 2012:


Years Ending December 31,	Future Minimum Lease Payments
2014	$	30,040
2015		6,000
2016		6,000
2017		6,000

Total	$	48,040

Years Ending December 31,	Future Minimum Lease Payments
2013	$	30,638
2014		12,375
2015		12,375
2016		12,375
2017		10,312
Total	$	78,075

F-29

Broker/Sales Agreements

On March 1, 2012, the Company entered into a distribution and brokerage agreement with Brand Builderz, USA, LLC (BBUSA), a Limited Liability Company organized under the laws of the State of Maine, to sell, market, manage and assist in distributing products in its designated territory. The Company was to pay a minimum monthly retainer fee until sales commissions reach at least a pre-determined amount for at least two consecutive months. The company will pay commissions of a pre-determined percentage of gross sales collected, pay an invasion fee of less than one dollar ($1.00) per physical case of product sold within the territory of BBUSA by a third party. Due to breach of contract by BBUSA, this Agreement was discontinued on May 22, 2012. BBUSA failed to generate any sales therefore was never paid any commissions or invasion fees.

On April 9, 2012, The Company entered into an agreement with NA Beverages, LLC, a Nevada Limited Liability Company (the Consultant), to provide advice, analysis, sales and recommendations. The Consultant shall be paid at an annual base salary based upon sales performance, receive a commission of a set percentage of gross sales of all fully paid invoices received from the Consultant’s customers and provide a monthly bonus of up to twenty-five hundred dollars ($2,500) for arranging, conducting and reporting of meetings with buyers and or similar business related personnel. Either the Company or the Consultant may terminate the agreement with at least thirty (30) says prior written notice with no specific reasons given. This agreement was terminated on August 1, 2012.

On November 15, 2012, the Company entered into a business development agreement with Globalization Accelerator, LLC (“Global XLR”) to assist the company in improving sales and product placement. The Company agreed to provide Global XLR: (i) a commission of 4% of gross sales revenue; (ii) a 4.90% equity stock option at the purchase price of $49,000 if Global XLR generates $3,000,000 of gross revenue within any 12 consecutive month period or less, and (iii) pay a finder’s fee of 3% of the gross investment amount for any source of funding introduced to the Company.

Distributor Agreements

On July 5, 2012, the Company entered into a distribution agreement with Hooper Sales Co., Inc. a corporation organized under the laws of the state of Arkansas to exclusively sell, market, manage and assist in distributing products in its designated territory in Arkansas and Mississippi. The Company will provide an invasion fee up to $4.00 per case if products are sold within said territory by any other approved distributor or wholesaler to which the Company chooses to directly ship product.

F-19

On July 5, 2012, the Company entered into a distribution agreement with Mikeska Distributing Co, a corporation organized under the laws of the State of Texas to exclusively sell, market, manage and assist in distributing products in its designated territory in Texas. The Company will provide an invasion fee up to $4.00 per case if products are sold within said territory by any other approved distributor or wholesaler to which the Company chooses to directly ship product.

On July 16, 2012, the Company entered into a distribution agreement with New Age Distributing, a corporation organized under the laws of the State of Arkansas to sell and assist in distributing products in its designated territory of Arkansas. The Company will provide an invasion fee up to $4.00 per case if products are sold within said territory by any other approved distributor or wholesaler to which the Company chooses to directly ship product.

Consulting Agreements

On October 15, 2012 the Company entered into a consulting agreement with Chad Tendrich for general business consulting for a period of 12 months. The Company agreed to deliver 8,500,000 shares of restricted common stock as compensation. The shares are not considered earned until delivered to the consultant. As of December 31, 2012, the shares were not considered earned nor delivered. The shares were issued to the consultant in January 2013.

On October 27, 2012, the Company entered into a consulting agereement with Dash Consulting, LLCto provide bookkeeping and invoicing consulting for a period of 12 months. As compensation, the Company agreed to deliver 10,000,000 shares of restricted common stock per month. The Company has accrued the obligation on a monthly basis over the time period the service is rendered. As of December 31, 2012, the Company has accrued 20,000,000 shares at the total estimated fair market value of $104,000. In January 2013, the Company issued 10,000,000 shares under this contract. As of March 31, 2013, shares owed are an additional F-30~~,000,000 shares.~~

On ~~November~~October 1227, 2012, the Company entered into a consulting agreement with ~~Derrick~~Dash ~~Brooks~~Consulting, LLC to ~~become~~provide abookkeeping ~~medical~~ and ~~healthcare~~invoicing ~~consultant~~consulting ~~to the Company~~ for a period of 12 months. ~~The~~ As compensation, the Company agreed to deliver 310,000,000 shares of restricted common stock asper ~~compensation~~month. The ~~shares~~Company ~~are~~has ~~not~~accrued ~~considered~~the ~~earned~~obligation ~~until~~on ~~delivered~~a tomonthly basis over the ~~Consultant~~time period the service is rendered. As of December 31, 2012, the Company has accrued 20,000,000 shares ~~were~~at ~~not~~the ~~considered~~total ~~earned~~estimated ~~until~~fair ~~delivered~~market value of $104,000. ~~. The~~In ~~shares~~2013, ~~were~~the Company issued in100,000,000 ~~January~~shares ~~2013~~under this contract.

On November 12, 2012, the Company entered into a consulting agreement with Derrick Brooks to become a medical and healthcare consultant to the Company for a period of 12 months. The Company agreed to deliver 3,000,000 shares of restricted common stock as compensation. The shares are not considered earned until delivered to the Consultant. As of December 31, 2012, the shares were not considered earned until delivered. The shares were issued in January 2013.

On November 15, 2012, the Company entered into a consulting agreement with Christy Favorite to conduct wellness programs for the Company for a period of 12 months. The Company agreed to deliver 5,000,000 shares of restricted common stock as compensation. The shares are not considered earned until delivered to the Consultant. As of December 31, 2012, the shares were not considered earned until delivered. The shares were issued in January 2013.

Other

On August 1, 2012, the Company entered into an investor relations consulting agreement with Empire Relations Group, Inc. (“Empire”), a corporation organized under the laws of the State of New York. Under the terms of the agreement, the Company will pay Empire a non-refundable guaranteed consulting fee of $15,000 if Empire introduces the Company to at least $30,000 in capital either through equity investment, loans, notes, debt settlements or any other type of financing which results in an increase in the net cash position of the Company

13NOTE 14 - SUBSEQUENT EVENTS

~~Stockholders’~~Conversion ~~Equity~~of Convertible Notes

~~During~~On January ~~2013~~2, ~~the~~2014, ~~Company~~Asher ~~issued~~converted 31$6,500 of the remaining balance of its original notes payable (Asher #6) plus unpaid accrued interest of $1,~~000~~700 into 34,166,667 shares of common stock inat ~~accordance~~a toconversion ~~consulting~~price ~~services~~of ~~agreements~~$0.00024 ~~for~~. After ~~services~~this ~~rendered~~conversion, there was $0 remaining balance on its original notes payable.

~~F-20~~On January 6, 2014, Magna converted $14,000 of its remaining balance of its original notes payable into 50,909,090 shares of common stock at a conversion price of $0.00028 per share. After conversion, there was $0 remaining balance on its original notes payable.

~~Convertible~~On ~~Notes~~January 21, 2014, Continental converted $17,760 of the remaining balance of its original notes payable (Continental #2) into 64,581,818 shares of common stock at a conversion price of $0.000275 leaving $0 balance on its original notes payable.

On January 1527, ~~2013~~2014, ~~the~~Microcap ~~Company~~converted ~~entered into a Securities Purchase Agreement with Asher Enterprises~~$7,400 ~~Inc.~~of ~~(“Asher”)~~the aremaining ~~Delaware~~balance ~~Corporation for an 8% convertible promissory note with an aggregate principal amount~~ of ~~$53,000~~its ~~which~~original ~~together~~notes ~~with~~payable ~~any~~into ~~unpaid accrued interest due on September 17~~52,857,142 ~~2013. This convertible note together with any unpaid accrued interest is convertible into~~ shares of common stock at ~~the holder’s option 180 days from inception at~~ a ~~variable~~ conversion price ~~calculated as the greater~~ of (i) the variable conversion price of 48% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.~~0009.~~00014 ~~This~~leaving ~~convertible~~a ~~promissory note was funded in the amount of~~ $~~50,000,~~0 ~~with~~balance ~~$3,000~~on ~~being~~its ~~recorded~~notes ~~as legal fees for amounts held by note holder~~payable. ~~The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration.~~

OnCommon February 19, 2013, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. (“Asher”) a Delaware Corporation for an 8% convertible promissory note with an aggregate principal amount of $32,500 which together with any unpaid accrued interest due on November 21, 2013. This convertible note together with any unpaid accrued interest is convertible into shares of common stock at the holder’s option 180 days from inception at a variable conversion price calculated as the greater of (i) the variable conversion price of 55% of the market price calculated as the average of the lowest three trading prices for the common stock during the 10 trading day period prior to the conversion date or (ii) the fixed price of $0.0009. This convertible promissory note was funded in the amount of $30,000, with $2,500 being recorded as legal fees for amounts held by note holder. The note contains an anti-dilution provision which causes the conversion price to decrease if the Company issues any common stock at a lower price or with no consideration.Stock

~~Conversions~~On January 28, 2014, the Company entered into a securities purchase agreement to sell 33,400,000 shares of ~~Convertible~~its ~~Notes~~common ~~Payable~~stock for $0.0003 per share for $10,020.

OnIn February 1,2014 ~~2013,~~the ~~Asher~~Company ~~converted~~issued ~~an additional $12~~60,~~100 of its outstanding notes payable entered into on June 27~~000,000 ~~2012 into 5,761,905~~ shares of its common stock atunder aits ~~conversion~~consulting ~~price~~agreement ofwith ~~$0.0021. After~~Origins ~~conversion, a principal balance of $8,400 remained~~CF.

On February 144, ~~2013~~2014, ~~Asher~~the ~~converted~~Company ~~the~~entered ~~remaining~~into $8a three year consulting arrangement with Hemp,~~400~~ ofInc. ~~its~~for ~~outstanding~~consulting ~~notes~~services ~~payable~~in ~~entered~~the ~~into~~hemp/medical onmarijuana ~~June~~industry. Payment ~~27,~~under ~~2012~~the ~~together~~arrangement ~~with~~includes ~~unpaid~~an ~~interest~~initial fee of $130,~~300 into 4~~000,~~850,~~000 shares of common stock atand a10,000,000 ~~conversion~~shares ~~price~~on ofa $0quarterly basis.~~0020.~~ ~~After~~In ~~conversion~~March 2014, athe ~~principal~~Company ~~balance~~issued 30,000,000 shares of $0common ~~remained~~stock onand in December 2014, the ~~June~~Company 27issued 30,000,000 ~~2012~~shares ~~notes~~of ~~payable~~its common stock for its quarterly commitment.

On ~~March 6~~March7, ~~2013~~2014, ~~Continental~~the ~~converted~~Company ~~$5,000~~sold ~~of its outstanding convertible notes payable entered into in August 2012 into 1~~31,~~567~~250,~~398~~000 shares of its common stock atto a ~~conversion~~third ~~price~~party offor $~~0.0032. After conversion~~25,000 aor ~~principal balance of~~ $~~16,500~~0.0008 ~~remained~~per share.

F-2132

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Dewmar International BMC, Inc.
Date: April 15, 2013
Date: August 7, 2015
	By: /s/ Marco Moran
	Marco Moran, Secretary

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 15, 2013
Date: August 7, 2015
	By: /s/ Marco Moran	~~By: /s/ Marco Moran~~
	Marco Moran, President, Sec., Treasurer and Director	~~Marco Moran, President, Sec., Treasurer and Director~~
	(Principal Executive Officer)	~~(Principal Executive Officer)~~
	Chief Financial Officer	~~Chief Financial Officer~~
	(Principal Financial and Accounting Officer)	~~(Principal Financial and Accounting Officer)~~

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