UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, ~~2015:~~2016

Vodka Brands Corp



	(Exact name of registrant as specified in its charter)

Pennsylvania	2080	46-5551820
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
(State or other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

Vodka Brands Corp

554 33^rd Street

Pittsburgh, PA 15201

(Address of Principal Executive Office) (Zip Code)

(412) 681-7777

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o 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 o 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨ 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 Act).

Yes o No x

As of December 31, ~~2015~~2016 and April 1314, ~~2016~~2017, we had 1112,~~796~~342,333 and 1112,~~796~~502,333 shares of common stock outstanding.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	56
ITEM 1.B.	UNRESOLVED STAFF COMMENTS	1514
ITEM 2.	PROPERTIES	1514
ITEM 3.	LEGAL PROCEEDINGS	15
ITEM 4.	MINE SAFETY DISCLOSURES	15
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15
ITEM 6.	SELECTED FINANCIAL DATA	1920
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1920
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS	2425
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25
TEM 8.	FINANCIAL STATEMENTS	25
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2627
ITEM 9A.	CONTROLS AND PROCEDURES	2627
ITEM 9B.	OTHER INFORMATION	2628
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	2728
ITEM 11.	EXECUTIVE COMPENSATION	2830
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3031
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR ~~INDEPENDENCE~~INDEPENENCE	3133
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	3234
PART IV
ITEM 15.	EXHIBITS ~~AND FINANCIAL STATEMENT SCHEDULES~~	3336

PART I

Throughout this Annual Report, we refer to Vodka Brands Corp as “we,” “us,” “our,” or “the Company.”

THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS. THESE STATEMENTS RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. IN SOME CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “PLAN,” “INTEND,” “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “PROJECT,” “PREDICT,” “POTENTIAL,” OR “CONTINUE,” (INCLUDING THE NEGATIVE OF SUCH TERMS), OR OTHER SIMILAR TERMINOLOGY. THESE STATEMENTS ARE ONLY ESTIMATIONS, AND ARE BASED UPON VARIOUS ASSUMPTIONS THAT MAY NOT BE REALIZED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING THESE STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS FACTORS, INCLUDING, BUT NOT LIMITED TO, THE RISKS OUTLINED BELOW UNDER ITEM 1A. THESE FACTORS MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT.

ALTHOUGH WE BELIEVE THAT THE ESTIMATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS. MOREOVER, NEITHER WE NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE FORWARD-LOOKING STATEMENTS. WE DO NOT INTEND TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS AFTER THE DATE OF THIS ANNUAL REPORT TO CONFORM SUCH STATEMENTS TO ACTUAL RESULTS OR TO CHANGES IN OUR EXPECTATIONS, UNLESS REQUIRED BY LAW.

ITEM 1. BUSINESS

Vodka Brands Corp, is referred to herein as the “Company,” “us” or “we”. We are an early stage company, incorporated in the state of Pennsylvania on April 17, 2014, to develop, market and distribute vodka products bearing our Blue Diamond trade name.

We obtained our import license in April of 2015, and presently distribute our products to wholesale distributors and state alcohol beverage control agencies.

Our principal executive offices are located at 554 33^rd Street, Pittsburgh, Pennsylvania 15201. Our telephone number is 412-681-7777. Our website is located at www.BlueDiamondVodka.com.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.

Business Operations

WeVodka ~~import~~Brands aCorp, ~~40%~~is ~~proof~~referred ~~grain~~to ~~based~~herein ~~vodka~~as ~~under~~ the ~~Blue~~“Company,” ~~Diamond~~“us” ~~trade~~or ~~name~~“we”. We are ~~currently~~an ~~licensed~~early tostage ~~sell~~company, ~~alcoholic~~incorporated ~~beverages~~ in the ~~states~~state of Pennsylvania, ~~Mississippi,~~on ~~Tennessee~~April ~~and~~17, ~~West Virginia. Our first sale of Blue Diamond vodka was in May of~~ 2014., ~~For~~to ~~the year ended December 31~~develop, ~~2015~~market and ~~the~~distribute ~~period~~vodka ~~April~~products ~~17,~~bearing ~~2014~~our ~~(Inception)~~Blue ~~through~~Diamond ~~December~~and ~~31,~~Diamond ~~2014~~Girl wetrade ~~had revenues of $37,632 and $23,850, respectively~~names.

We obtained our import license in April of 2015, and presently distribute our products to wholesale distributors and state alcohol beverage control agencies.

Our principal executive offices are located at 554 33^rd Street, Pittsburgh, Pennsylvania 15201. Our telephone number is 412-681-7777. Our website is located at www.BlueDiamondVodka.com.

~~The~~Business manufacturing, importation, distribution and sale of alcohol-based beverages are subject to regulation by the Federal government through the Alcohol and Tobacco Tax and Trade Bureau and State and local regulatory agencies. Brand suppliers, distributors and retailers must be properly licensed in order to sell alcohol-based beverages. In most states, the alcohol-based beverage industry operates within what is commonly referred to as a three-tier system of distribution. Tier one consists of brand suppliers and manufacturers that produce alcohol-based beverages and/or importers of alcohol-based beverages, bringing products into the United States through US Customs control. Tier two consists of distributors, other sub-distributors and the Control States which in turn market the products through brokers. Tier three consists of licensees, both on and off premise customers such as retailers which sell the products to consumers. Under the three tier system, brand suppliers and manufacturers sell to distributors and/or Control States, distributors and or Control States sell to licensees or state stores, and licensees or state stores sell to consumers. Typically, brand suppliers cannot sell to licensees or consumers and distributors cannot sell directly to consumers. We are a Tier one supplier and importer. We hold permits that allow us to ship products to Pennsylvania, Mississippi and West Virginia, which are control states and licensed distributors in Tennessee. We face scrutiny in a number of important areas, including initial licensing or permitting and ongoing sales and marketing activities with or on behalf of customers. We believe that we are in compliance with applicable regulations in all material respects. Operations

AsWe ofimport ~~December~~a ~~31,~~40% ~~2015,~~proof wegrain ~~were~~based ~~dependent~~vodka onunder the ~~Commonwealth~~trademarked ofnames ~~Pennsylvania~~Blue Diamond and ~~the~~Diamond ~~Mississippi~~Girl ~~Department~~vodkas. ofWe ~~Revenue~~are ~~for~~currently ~~100%~~licensed ofto ~~our~~sell ~~revenues.~~alcoholic Tobeverages ~~date,~~in ~~our largest customer is~~ the ~~Pennsylvania~~states ~~Liquor~~of ~~Control Board. In~~ Pennsylvania, ~~like~~ Mississippi, Tennessee and West Virginia,. ~~alcoholic~~Our ~~beverages~~first ~~can~~sale ~~only~~of beBlue ~~sold~~Diamond tovodka ~~the~~was ~~state~~in ~~who~~May ~~acts as a distributor and supplier~~ of ~~the product~~2014. AsIn ~~such~~2017, ~~our~~we ~~customer~~expect into ~~these~~begin ~~states~~selling isour ~~the~~Diamond ~~state~~Girl ~~who~~vodka. For ~~then resells~~ the ~~product~~years atended ~~state~~December ~~owned~~31, ~~liquor~~2016 ~~stores~~ and ~~individual liquor retailers~~2015, ~~such~~we ashad ~~liquor~~net ~~stores,~~revenues ~~restaurants,~~of ~~bars~~$47,265 ~~supermarkets~~ and ~~other~~$37,632, ~~outlets that are licensed to sell alcoholic beverages~~respectively.

The manufacturing, importation, distribution and sale of alcohol-based beverages are subject to regulation by the Federal government through the Alcohol and Tobacco Tax and Trade Bureau and State and local regulatory agencies. Brand suppliers, distributors and retailers must be properly licensed in order to sell alcohol-based beverages. In most states, the alcohol-based beverage industry operates within what is commonly referred to as a three-tier system of distribution. Tier one consists of brand suppliers and manufacturers that produce alcohol-based beverages and/or importers of alcohol-based beverages, bringing products into the United States through US Customs control. Tier two consists of distributors, other sub-distributors and the Control States which in turn market the products through brokers. Tier three consists of licensees, both on and off premise customers such as retailers which sell the products to consumers. Under the three-tier system, brand suppliers and manufacturers sell to distributors and/or Control States, distributors and or Control States sell to licensees or state stores, and licensees or state stores sell to consumers. Typically, brand suppliers cannot sell to licensees or consumers and distributors cannot sell directly to consumers. We are a Tier one supplier and importer. We hold permits that allow us to ship products to Pennsylvania, Mississippi and West Virginia, which are control states and licensed distributors in Tennessee. We face scrutiny in a number of important areas, including initial licensing or permitting and ongoing sales and marketing activities with or on behalf of customers. We believe that we are in compliance with applicable regulations in all material respects.

As of December 31, 2016, we were dependent on the Commonwealth of Pennsylvania, the state of West Virginia and the Mississippi Department of Revenue and our licensed distributor in Tennessee for 100% of our revenues. To date, our largest customer is the Pennsylvania Liquor Control Board. In Pennsylvania, like Mississippi and West Virginia, alcoholic beverages can only be sold to the state who acts as a distributor and supplier of the product. As such, our customer in these states is the state who then resells the product at state owned liquor stores and individual liquor retailers, such as liquor stores, restaurants, bars, supermarkets and other outlets that are licensed to sell alcoholic beverages.

In Pennsylvania, Mississippi, and West Virginia, we are dependent on the state not only for sales but also for product placement and retail store distribution. We have no distribution agreements or minimum sales requirements in these states and they are under no obligation to distribute our vodka products. These states also distribute the products and brands of our competitors.

On June 19, 2015, we entered into an agreement with the Alcoholic Beverage Control Division (ABCD) of the Mississippi Department of Revenue to sell our vodka products. Under the terms of the proposed agreement any product intended to be sold in Mississippi must be placed at ABCD’s distribution center without charge, and shipped in accordance with ABC’s shipping instructions. When the product is shipped, it will be consigned by us in care of ABC’s distribution center.

ABCD requires us to appoint an instate representative or broker who must be approved by ABCD. On August 10, 2015, we appointed Wines and Spirits of the South (WSS). All ordering must take place through WSS who has authority to authorize ABCD to purchase the Blue Diamond product stored at its distribution center. WSS is required to accept or reject orders from ABCD within 2 hours of an order being placed or the order will be deemed accepted. ABCD receives a 27.5% markup on product shipped. All prices include tax and duty on imported items.

We must comply with the guidelines established by ABCD and provide it with a Bill of Lading or Packing List at delivery which must include the NABCA control state code, the description and name of the product, and the quantity of the product being delivered ABCD’s warehouse. Control State Code label and SCC barcode must be affixed to cases shipped into ABCD. Under Mississippi laws, WSS may solicit orders from on premise bars and restaurants and off premise retailers. These orders are then submitted to the ABCD which will in turn issue purchase orders directly to us. When sales volume for a particular product has reached a predetermined amount set by the ABCD, we may submit the product to ABCD for listing on the ABCD Price List. Once listed, products must continue to meet the same sales volume requirements on an annual basis. Products which fail to meet this requirement will be removed from the ABCD Price List. Products on the ABCD Price List are listed under the terms of a bailment warehouse agreement. ABCD will process payment on the first and sixteenth of every month for product withdrawals. Maintaining inventory levels is our obligation.

In March 2016, we received the required permits from the State of Tennessee Alcoholic Beverage Commission to sell our products within Tennessee.

Raw Materials

We purchase our finished vodka product from a European distiller who obtains all materials needed to produce our product including vodka ingredients, bottles, caps, labels, packaging, draw string pouch and other materials. Raw materials used to make our vodka products are available from a variety of suppliers. In the event, our European distiller is unable to obtain raw materials necessary to make our vodka products, we believe that alternative sources of raw materials would be available. We have not experienced any material adverse effect on our business as a result of shortages of raw materials. An unexpected interruption or a shortage in supply of raw materials, could adversely affect our business derived from these products.

Research and Development

All of our research to date has been done by Mark T. Lucero, our Founder, Chief Executive Officer, President and Director. We have not spent funds on research and development since inception.

Competition

We believe that we compete on the basis of quality, price, brand recognition, and distribution strength. We compete with other alcoholic beverages for consumer purchases, as well as for shelf space in retail stores and restaurant presence. We compete with numerous local, national, multinational producers and distributors of beverage alcohol products, selling products in Pennsylvania, Mississippi, West Virginia and Tennessee, many of which have greater resources than us. There is no assurance we will not be able to compete effectively.

Seasonality

Our business is not affected by seasonal factors.

Intellectual Property

We hold four trade names registered with the United States Patent & Trademark Office (USPTO). These are Blue Diamond (USPTO 78523193), Diamond Girl (USPTO 85587393), White Crystal (USPTO 2,993,050), and Blue Crystal (USPTO 3,490,176). We presently only sell vodka products under Blue Diamond vodka name and expect to begin selling under the Diamond Girl vodka name in 2017.

~~ITEM 1A. RISK FACTORS.~~5

ITEM 1A. RISK FACTORS

In addition to the information discussed elsewhere in this Annual Report, the following are important risks which could adversely affect our future results. If any of the risks we describe below materialize, or if any unforeseen risk develops, our operating results may suffer, our financial condition may deteriorate, the trading price of our common stock may decline and our investors could lose all or part of their investment.

Risks Related to Our Financial Condition

There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.

We incurred net losses of $~~240~~266,~~291~~451 and $69240,~~135~~291 for the ~~year~~years ended December 31, ~~2015~~2016 and ~~the period April 17~~2015, ~~2014 (Inception) through December 31, 2014,~~ respectively. As a result, our independent registered public accounting firm has included an explanatory paragraph in its audit opinion that we may be unable to continue as a going concern. Our limited operating history and financial resources raises substantial doubt about our ability to continue as a going concern and our financial statements contain a going concern qualification. Our financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We are an early stage company with little or no historical performance for you to base an investment decision upon, and we may never become profitable.

We are a recently formed company. For the ~~year~~years ended December 31, ~~2015~~2016 and ~~the period April 17~~2015, ~~2014 (Inception) through December 31, 2014,~~ we had revenues of $3747,~~632~~265 and $2337,~~850~~632, respectively~~. For~~ ~~the year ended December 31, 2015~~ and ~~and the period April 17, 2014 (Inception) through December 31, 2014, we had a~~ net ~~loss~~losses of $~~240~~266,~~921~~451 and $69240,~~135~~291, respectively. Accordingly, we have limited historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company, and whether we will ever become profitable.

We are dependent on the sale of our securities to fund our operations.

To date, we had minimal revenues from our operations which are insufficient to fund our operations. We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

If we are unable to generate sufficient revenues for our operating expenses, we will need financing which we may be unable to obtain; should we fail to obtain sufficient financing, our revenues will be negatively impacted.

For the ~~year~~years ended December 31, ~~2015~~2016 and ~~the period April 17~~2015, ~~2014 (Inception) through December 31, 2014,~~ we had revenues of $3747,~~632~~265 and $2337,~~850 from the sale of our vodka products. For the year ended December 31~~632, ~~2015~~respectively and ~~the period April 17, 2014 (Inception) through December 31, 2014, we had~~ a net loss of $~~240~~266,~~921~~451 and $69240,~~135~~291, respectively., from the sale of our vodka products. Because we have limited revenues and lack historical financial data, including revenue data, our future revenues are unpredictable. Our operating expenses are presently approximately $1221,~~500~~000 per month or $~~150~~252,000 annually. We will require $1221,~~500~~000 per month or $~~150~~252,000 over the next twelve months to meet our existing operational costs, which consist of advertising, salaries, and other general administrative expenses to comply with the costs of being an SEC reporting company.

Our revenues are not sufficient to pay our operating costs. Until we generate material operating revenues, we require additional debt or equity funding to continue our operations. We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding. We do not have any plans or specific agreements for new sources of funding and we have no agreements for financing in place.

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately $6075,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we ~~will be unable to secure a qualification for quotation, of our securities on the OTC Markets, or, if we have secured a qualification, we~~ may lose the qualification and our securities would no longer trade on the OTC Markets. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports, that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.

Risks Related to Our Business

We may be subject to product liability claims and we do not have insurance coverage for such claims which could negatively impact our financial condition.

By selling vodka beverages, we will face an inherent business risk of exposure to product liability claims in the event that the use of our vodka products results in personal injury or death. We do not maintain product liability insurance coverage ~~in the amount of $1,000,000 per incident~~ to protect us from such claims. A successful product liability claim or series of claims brought against us, inwould ~~excess~~negatively ofimpact our ~~insurance~~business ~~coverage,~~and ~~would~~could ~~negatively~~cause ~~impact~~you ~~our~~to ~~business~~lose your investment.

We are dependent on a European distiller, to provide us with our finished Blue Diamond ~~Vodka~~and Diamond Girl vodka product. Failure to obtain satisfactory performance from them or a loss of their services could cause us to lose sales, incur additional costs, and lose credibility in the marketplace.

We depend on a European distiller, a company in Estonia, for the production, bottling, labeling, capping and packaging of our finished vodka product. We do not have a written agreement with our European distiller obligating it to produce our product. The termination of our relationship with our European distiller or an adverse change in the terms of its services could have a negative impact on our business. If our European distiller increases its prices, we may not have alternative sources of supply at comparable prices and may not be able to raise the prices of our products to cover all, or even a portion, of the increased costs. In addition, if our European distiller fails to perform satisfactorily, fails to handle increased orders, or the loss of the services of our European distiller, along with delays in shipments of products, could cause us to fail to meet orders, lose sales, incur additional costs, and/or expose us to product quality issues. In turn, this could cause us to lose credibility in the marketplace and damage our relationships with our customers and consumers, ultimately leading to a decline in our business and results of operations.

Third parties can purchase the same products we sell which may negatively affect our revenues.

We purchase our finished vodka product from a European distiller on a non-exclusive basis. ~~Our~~A European distiller produces vodka and other alcoholic beverage products for other third parties who sell the products under their own brand names. As such, third parties can purchase the same vodka products as we do from our European distiller and put their own trade name on the product which may negatively impact our revenues.

Regulatory decisions and changes in the legal, regulatory and tax environment where our vodka is produced and where we operate could limit our business activities or increase our operating costs and reduce our margins.

Our business is subject to extensive regulation regarding production, distribution, marketing, advertising and labeling of beverage alcohol products in the U.S. and in Europe, where our vodka is produced. We are required to comply with these regulations and maintain various permits and licenses. We are also required to conduct business only with holders of licenses to import, warehouse, transport, distribute, and sell spirits. We cannot assure you that these and other governmental regulations, applicable to our industry, will not change or become more stringent. Moreover, because these laws and regulations are subject to interpretation, we may not be able to predict when, and to what extent, liability may arise. Additionally, due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on advertising or other marketing activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations and requirements relating to our industry and products, could result in monetary penalties, suspension or even revocation of our licenses and permits. Costs of compliance with changes in regulations could be significant and could harm our business, as we may find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our sales and profit potential.

In addition, the distribution of beverage alcohol products is subject to extensive taxation both in the United States and internationally (and, in the United States, at both the federal and state government levels), and beverage alcohol products themselves are the subject of national import and excise duties in most countries around the world. An increase in taxation or in import or excise duties could also significantly harm our sales revenue and margins, both through the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

The sales of our products would be materially reduced if we cannot maintain listing in states.

We sell our Blue Diamond Vodka in four states including Pennsylvania, Tennessee, West Virginia and Mississippi. In Pennsylvania, West Virginia and Mississippi, the state liquor commission, acts in place of distributors and decides which products are to be purchased and offered for sale in its state. As such, the state is our customer. Products selected for listing must generally reach certain volumes and/or profit levels to maintain their listings. Products are selected for purchase and sale through listing procedures which are generally made available to new products only at periodically scheduled listing interviews. If, in the future, we are unable to maintain our current licenses in Pennsylvania, West Virginia, Mississippi and Tennessee, sales of our products would be materially reduced which would cause you to lose your entire investment.

Contamination of our products, confusingly similar products, or trademark infringement could harm the image and integrity of, or decrease customer support for, our brands and decrease our sales.

The success of our brand depends upon the positive image that consumers have of the Blue Diamond Vodka name. Contamination, whether arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could affect the demand for our products. Contaminants in raw materials purchased from third parties and used in the production of our products or defects in the distillation process could lead to low beverage quality as well as illness among, or injury to, consumers of our products and could result in reduced sales of the affected brand or all of our brands. Also, to the extent that third parties sell products that are either counterfeit versions of our brands or brands that look like our brands, consumers of our brands could confuse our products with products that they consider inferior. This could cause them to refrain from purchasing our brands in the future and, in turn, could impair our brand equity and adversely affect our sales and operations.

Disruptions at our warehouse or production facility in Estonia could adversely affect our business.

Our Vodka products are produced at a single location in Estonia and are shipped and stored at a single location in Maryland. A catastrophic event causing physical damage, disruption, or failure at the facility that produces or stores our vodka could adversely affect our business. A consequence of disruption could be our inability to meet consumer demand for the affected products for a period of time. In addition, insurance proceeds may be insufficient to cover the replacement value of inventory and other assets if they were to be lost. Disaster recovery plans may not prevent business disruption, and reconstruction of any damaged facilities could require a significant amount of time.

We face substantial competition in the alcoholic beverage industry and we may not be able to effectively compete.

Consolidation among spirits producers, distributors, wholesalers, or retailers could create a more challenging competitive landscape for our products. Consolidation at any level could hinder the distribution and sale of our products as a result of reduced attention and resources allocated to our brands, both during and after transition periods, because our brands might represent a smaller portion of the new business portfolio. Expansion into new product categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product categories. Changes to our route-to-consumer models or partners in important markets could result in temporary or longer-term sales disruption, higher implementation-related or fixed costs, and could negatively affect other business relationships we might have with that partner. Distribution network disruption or fluctuations in our product inventory levels with distributors, wholesalers, or retailers could negatively affect our results for a particular period.

Our competitors may respond to industry and economic conditions more rapidly or effectively than we do. Our competitors offer products that compete directly with ours for shelf space, promotional displays, and consumer purchases. Pricing, (including price promotions, discounting, couponing, and free goods), marketing, new product introductions, entry into our distribution networks, and other competitive behavior by our competitors could adversely affect our sales margins, and profitability.

Our business operations may be adversely affected by social, political and economic conditions affecting market risks and the demand for and pricing of our vodka products. These risks include:

·•

Unfavorable economic conditions and related low consumer confidence, high unemployment, weak credit or capital markets, sovereign debt defaults, sequestrations, austerity measures, higher interest rates, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations;

·•

Changes in laws, regulations, or policies – especially those that affect the production, importation, marketing, sale, or consumption of our beverage alcohol products;

·•

Tax rate changes (including excise, sales, tariffs, duties, corporate, individual income, dividends, capital gains), or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur;

·•

Dependence upon the continued growth of brand names;

·•

Changes in consumer preferences, consumption, or purchase patterns – particularly away from vodka, and our ability to anticipate and react to them; bar, restaurant, travel, or other on- premise declines;

·•

Unfavorable consumer reaction to our products, package changes, product reformulations, or other product innovation;

·•

Decline in the social acceptability of beverage alcohol products in our markets;

·•

Production facility or supply chain disruption;

·9

•

Imprecision in supply/demand forecasting;

·•

Higher costs, lower quality, or unavailability of energy, input materials, labor, or finished goods;

·•

Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher implementation-related or fixed costs;

·•

Inventory fluctuations in our products by distributors, wholesalers, or retailers; Competitors’ consolidation or other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets;

9•

Competitors’ consolidation or other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets;

Insufficient protection of our intellectual property rights;

·•

Product recalls or other product liability claims; product counterfeiting, tampering, or product quality issues;

·•

Significant legal disputes and proceedings; government investigations (particularly of industry or company business, trade or marketing practices);

·•

Failure or breach of key information technology systems;

·•

Negative publicity related to our company, brands, marketing, personnel, operations, business performance or prospects; and

·•

Business disruption, decline, or costs related to organizational changes, reductions in workforce, or other cost-cutting measures, or our failure to attract or retain key executive or employee talent.

Risks Related Toto Our Management

Mark T. Lucero, our Founder, Chief Executive Officer, President and Director distributes a vodka product under the brand name, White Diamond, which is confusingly similar to Blue Diamond, the brand of our vodka products, which could adversely affect the value of our brands and reduce our revenues.

The success of our business depends on the recognition of the Blue Diamond brand name. Mark T. Lucero, our Founder, Chief Executive Officer, President and Director controls Beverage Brands, Inc., which distributes a vodka product under the brand name White Diamond, which is confusingly similar to Blue Diamond, the brand of our vodka. Additionally, White Diamond and Blue Diamond are produced by the same manufacturer in Estonia. Both products are then sold to the same customers. These factors make White Diamond and Blue Diamond products confusingly similar and make it difficult for consumers to distinguish between the brands. This makes it difficult for us to build brand recognition which could adversely affect the value of our brands and reduce our revenues. Consumers could mistakenly construe negative publicity about White Diamond Vodka to our products which would harm our reputation, brands and competitive position.

Should we lose the services of Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, our financial condition would be negatively impacted.

Our future depends on the continued contributions of Mark T. Lucero, our Founder, Chief Executive Officer, President and Director who would be difficult to replace. Mr. Lucero’s services are critical to the management of our business and operations. We do not maintain key man life insurance on Mr. Lucero. Should we lose his services, we may be unable to replace his services with equally competent and experienced personnel, and our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

Mark T. Lucero, our Founder, Chief Executive Officer, President and Director has actual and potential conflicts of interest which may not be resolved in our favor.

Mark T. Lucero, our Founder, Chief Executive Officer, President and Director has actual and potential conflicts of interests that may negatively impact our operations and revenues. Mr. Lucero’s other business interests are in conflict with our interests and those of our minority stockholders. We may present Mr. Lucero with business opportunities, which are mutually desired. We could compete with Mr. Lucero’s other business interests for customers, pricing, investment capital, technical resources, management time, key personnel and other opportunities. We have not entered into employment agreements with Mr. Lucero prohibiting him from engaging in activities that compete with our business.

You should carefully consider these conflicts of interest before deciding whether to invest in shares of our common stock. We have not yet adopted a policy for resolving such conflicts of interest. Any of these conflicts could negatively impact our revenues. These conflicts include the following:

10•

Mark T. Lucero our Founder, Chief Executive Officer, President and Director controls Beverage Brands, Inc. (BBI) a Pennsylvania limited liability company which distributes a vodka product under the White Diamond brand name.

·•

We presently distribute one product, Blue Diamond ~~Vodka~~vodka in a 750 ml ~~bottle~~bottles and expect to distribute Diamond Girl vodka in 750 ml bottles. BBI distributes one vodka product in a 750 ml bottle. White Diamond and Blue Diamond Vodka are sold to consumers at the same retail locations. Because White Diamond and Blue Diamond Vodka produce similar products with similar brand names that are sold at the same retail locations, it may be difficult for consumers to distinguish between the two brands which could negatively impact our revenues.

·•

White Diamond, ~~and~~ Blue Diamond and Diamond Girl vodka are manufactured by a European distiller who provides the finished vodka product for each.

·•

White Diamond and Blue Diamond vodka are each sold to the same customers. As a result, White Diamond competes with us for sales to our customers.

·•

BBI resells White Diamond vodka for $~~156~~138 per case and we sell Blue Diamond vodka for approximately $~~154~~150 per case which may make our pricing less attractive than the pricing for White Diamond vodka and thereby reduce orders for our product.

·•

BBI’s product, White Diamond vodka is sold at retail locations for $12.99 per 750 ml bottle and our product, Blue Diamond vodka sells for $21.99 per 750 ml bottle. Because our product is significantly more expensive than BBI’s product, our sales may be reduced.

·•

Because White Diamond and Blue Diamond are sold at the same retail locations, we may compete for shelf placement and retailer promotions.

·•

Mark T. Lucero is our only full time employee which spends 160 hours per month on our business. Mr. Lucero also manages the day to day operations of BBI and is its only fulltime employee. Mr. Lucero spends approximately 20 hours per month on BBI’s business. We may compete with BBI for Mr. Lucero’s efforts and time in the future which could negatively impact our operations.

Our officers and directors devote limited time to our business, which may negatively impact our plan of operations, the implementation of our business plan, and our potential profitability.

While Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, dedicates approximately 160 hours per month, John J. Hadgkiss, our Secretary and Director, only dedicates approximately 105 hours per month, to our business. Additionally, Mr. Lucero operates another company, Beverage Brands, Inc., that sells a vodka product and he runs its day to day operations. As a result, we may compete with Beverage Brands, Inc. for Mr. Lucero’s efforts which would negatively impact our plan of operations, implementation of our business plan, and our potential profitability.

Our officers and directors have no experience managing a public company which is required to establish and maintain disclosure controls and procedures, including internal control over financial reporting.

Our management has no experience in managing a public company which is required to establish and maintain disclosure controls and procedures, along with internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.

We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matters and our management has no experience in such matters.

Mark T. Lucero, our Founder, Chief Executive Officer, President and Director is responsible for managing us and ensuring our compliance with SEC reporting obligations, maintaining disclosure controls and procedures, and internal control over financial reporting. These public reporting requirements and controls are new to us and at times will require us to obtain outside assistance from legal, accounting, or other professionals which will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations, that may result in additional compliance costs or costs associated with SEC judgments or fines, each of which would increase our costs and negatively affect our potential profitability, including our ability to conduct our business.

Because we do not have an audit or compensation committee, shareholders will be required to rely on the members of our board of directors, who are not independent, to perform these functions.

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. Because our directors are also our officers and controlling shareholders, they are not independent. There is a potential conflict between their or our interests and our shareholders’ interests, since our directors are also our officers who will participate in discussions concerning management compensation and audit issues that may affect management decisions. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three -year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30 before that time, in which case we would no longer be an emerging growth company as of the following April 30. We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Risks Related to Our Common Stock

Our officers and directors have voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

As of ~~the~~April ~~date~~14, ~~of the filing of this Annual Report~~2017, we had 1112,~~796~~502,333 shares of common stock outstanding, each entitled to one vote per common share. Our Founder, Chief Executive Officer, President and Director, Mark T. Lucero, controls 10,~~127~~163,000 common shares which entitles him to control approximately 8681.3% of the votes on all matters submitted to a vote of our common stockholders. As a result, Mr. Lucero has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Our management’s control of our voting securities may make it impossible to complete some corporate transactions without its support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

~~Our~~No ~~common stock is not currently quoted or listed and may never be quoted or listed by the OTC Markets or any other listing or quotation service and if listed, no~~ market may ever develop for our common stock, or if developed, may not be sustained in the future. Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

~~Our common stock is currently not quoted on any market.~~ No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Markets, investors should consider any secondary market for our common shares to be a limited one. We ~~intend~~Our tocommon ~~seek~~shares ~~coverage~~should ~~and~~be ~~publication~~considered oftotally ~~information regarding the company in an accepted publication~~illiquid, which ~~permits~~inhibits ainvestors’ ~~"manual~~ability ~~exemption." This manual exemption permits a security~~ to beresell ~~distributed~~their ~~in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state~~shares. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will be a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.

For any transaction (other than an exempt transaction) involving a penny stock, the rules require delivery, prior to such transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made regarding sales commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock is exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

In general, unless registered with the SEC, persons holding restricted securities, including affiliates, must hold their shares for a period of at least ~~twelve~~six (6) months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize us to issue 100,000,000 shares of common stock. As of ~~the~~April ~~date~~14, ~~of this Annual Report on Form 10-K~~2017, we ~~have~~had 1112,~~796~~502,333 shares of common stock outstanding. Accordingly, we may issue up to an additional 8887,~~203~~749,667 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Our board of directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.

We are subject to the 15(d) reporting requirements under the Securities Exchange Act of 1934, which does not require a company to file all the same reports and information as a fully reporting company.

We are subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. Provided that we have less than 300 shareholders, we are not required to continue to file these reports. If the reports are not filed, investors will have reduced information about us including about our business, plan of operations and financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, we are not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; we are subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings of our common shares; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

There is no assurance of a public market or that our common stock will ever trade on a recognized stock exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There is no assurance that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the sole discretion of our Board of Directors after considering whether we have generated sufficient revenues, our financial condition, operating results, cash needs, growth plans and other factors. Accordingly, investors that are seeking cash dividends should not purchase our common stock.

As an issuer of “penny stock” the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We lease approximately 400 square feet of office space at 554 33rd St., Pittsburgh, PA 15201, from RCH Pittsburgh LLC, a company controlled by Richard C Hvizdak. We paid annual rent of 10,000 shares of our common stock for this location in 2016. We lease approximately 600 square feet of storage space at 8179 Steubenville Pike, Imperial, PA 15126 from Jason Valenti. We paid annual rent value of ~~20,000~~$800 in shares of our common stock for this location in 2016. These two locations are adequate and suitable for our current needs.

ITEM 3. LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

ITEM 4. MINE SAFETY DISCLOSURES

The disclosure required by this item is not applicable

PART II

~~There~~Market is no established public trading market for our common stock. Our shares have not been listed or quoted on any exchange or quotation system. There is no assurance that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.Information

~~Security~~Our ~~Holders~~common stock, par value $0.0 per share (the "Common Stock"), has been quoted with the symbol “VDKB” by the OTC Markets since June 7, 2016.

AsTrading ofin ~~December~~stocks ~~31,~~quoted ~~2015,~~on wethe ~~had~~OTC 42Markets ~~shareholders~~is ofoften ~~our~~thin ~~common~~and ~~stock~~is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects.

~~Dividends~~OTC Markets securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Markets securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Markets issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

~~Since~~Set ~~our~~forth ~~inception~~below onare ~~April~~the ~~17,~~range ~~2014,~~of wehigh ~~have~~and ~~not~~low ~~paid~~prices ~~any~~for ~~dividends on~~ our common stock~~. We~~ dofrom ~~not~~the ~~anticipate~~OTC ~~paying~~Markets ~~any~~for ~~cash dividends in~~ the ~~foreseeable~~quarterly ~~future~~periods onfrom ~~our~~June 7, ~~common~~2016 ~~stock. Although we intend~~ to ~~retain~~March ~~our earnings~~31, ~~if any~~2017, ~~to finance~~ the ~~exploration~~date ~~and~~which ~~growth of~~ our ~~business,~~shares ~~our~~became ~~board~~quoted ofby ~~directors will have~~ the ~~discretion~~OTC toMarkets ~~declare~~Interdealer ~~and~~Quotation ~~pay dividends in the future~~System. ~~Payment~~ ofThe ~~dividends~~quotations inreflect ~~the~~inter-dealer ~~future~~prices, ~~will~~without ~~depend~~retail ~~upon our earnings~~mark-up, ~~capital~~mark-down ~~requirements,~~or commissions and ~~other~~may ~~factors,~~not ~~which~~necessarily ~~our~~represent ~~board~~actual ~~of directors may deem relevant.~~transactions:

Issuer Purchases of Equity Securities


Year 2017	High	Low

First Quarter	$2.25	$.35

None


Year 2016	High	Low

First Quarter	$ --	$ --
Second Quarter	$ .10	$1.50
Third Quarter	$2.00	$1.50
Fourth Quarter	$3.00	$1.50

~~Recent~~Transfer ~~Sales~~Agent ~~of Unregistered Securities~~

~~The~~Our ~~two~~transfer ~~(2)~~agent ~~years~~is ~~prior~~Island toStock ~~the~~Transfer. ~~date~~Its ofaddress ~~this~~is ~~report,~~15500 weRoosevelt ~~offered~~Blvd, ~~and~~Suite ~~sold securities below. None of the issuances involved underwriters~~301, ~~underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act~~Clearwater, ~~and~~FL ~~Rule 506 of the Securities Act of 1933~~33760, ~~as amended for the offer~~ and ~~sale~~its oftelephone ~~the~~number ~~securities~~is 772-289-0010. We ~~believed~~Its ~~these~~website ~~exemptions~~is ~~were available because:~~www.islandstocktransfer.com.

·Dividends

We ~~are~~have not apaid ~~blank~~any ~~check~~dividends ~~company;~~to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

·15

WeSecurities ~~filed~~Authorized afor ~~Form~~Issuance D,Under ~~Notice~~Equity ofCompensation ~~Sales, with the SEC;~~Plans

·We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in our best interest and our shareholders to do so.

~~Sales~~Security ~~were not made by general solicitation or advertising;~~Holders

·As of December 31, 2016, we had 12,342,333 shares of our common stock outstanding held by 63 record holders.

~~All~~Recent ~~certificates~~Sales ~~had~~of ~~restrictive~~Unregistered ~~legends; and~~Securities

·The two (2) years prior to the date of this report, we offered and sold securities below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of the securities. We believed these exemptions were available because:

~~Sales were made to persons with a pre-existing relationship to Mark T. Lucero, our President, Chief Executive Officer and Director.~~•

InWe ~~connection~~are ~~with~~not ~~the~~a ~~above~~blank ~~transactions,~~check ~~although some of the investors may have also been accredited, we provided the following to all investors:~~company;

·•

~~Access~~We tofiled ~~all~~a ~~our~~Form ~~books~~D, ~~and~~Notice ~~records~~of Sales, with the SEC;

·•

~~Access~~Sales towere ~~all~~not ~~material~~made ~~contracts~~by ~~and~~general ~~documents~~solicitation ~~relating~~or ~~to our operations~~advertising; ~~and~~

·•

~~The~~All ~~opportunity~~certificates tohad ~~obtain~~restrictive ~~any~~legends; ~~additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.~~and

On October 6, 2014, we sold 10,000 shares of common stock to William Scott Baker at the price of $0.30 per share or an aggregate price of $3,000. On October 6, 2014 we issued an additional 20,000 shares of common stock to William Scott Baker for services rendered. We valued these shares at $0.30 per share or an aggregate price of $6,000.•

16Sales were made to persons with a pre-existing relationship to Mark T. Lucero, our President, Chief Executive Officer and Director.

On ~~August~~April 17, ~~2015~~2014, we sold 90,000 shares of common stock to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, at the price of $0.30 per share or an aggregate price of $27,000. On April 21, 2014, we sold 10,010,000 shares of common stock to ~~Venkata~~Mark ~~Ramana~~T. ~~Reddy~~Lucero, ~~Bhimavarapn~~our Founder, Chief Executive Officer, President and Director, in exchange for the Blue Diamond, Diamond Girl, White Crystal and Blue Crystal trade names. We valued these shares at a$.00004 per share or an aggregate price of $365. From April 2015 through June 2015, we issued 9,000 shares of common stock to Mark T. Lucero for compensation. We valued these shares at $0.30 per share or an aggregate of $32,700. From July through September 2015, we issued 9,000 shares of common stock to Mark T. Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700. From October through December 2015, we issued 9,000 common shares to Mark T. Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700. From January through December 2016, we issued 36,000 common shares to Mark T. Lucero as compensation which we valued at $0.30 per share or an aggregate of $10,800.

On ~~December~~April 1815, ~~2014~~2015, we sold 10,000 shares of common stock to ~~Kenneth~~Rex ~~Ciesielka~~Paul Gatto at the price of $0.30 per share or an aggregate price of $3,000.

On ~~November~~April 2117, ~~2014~~2015, we sold 807,000 shares of common stock to ~~Terry~~Thomas ~~Cook~~Litman at the price of $0.30 per share or an aggregate price of $242,~~000~~100.

On ~~October~~April 2120, ~~2014~~2015, we ~~sold~~issued 7010,000 shares of common stock to ~~George~~RCH ~~Dayieb~~Pittsburgh atLLC, ~~the~~a ~~price~~Pennsylvania ofcorporation ~~$0.30~~controlled ~~per~~by ~~share~~Rick orHvizdak, anas ~~aggregate~~rent ~~price~~for ofour ~~$21,000.~~location Onat ~~October~~554 333rd St., ~~2014 we issued an additional 20~~Pittsburgh,~~000~~ ~~shares~~PA ~~of common stock to George Dayieb for services~~15201. We valued these shares at $0.30 per share or an aggregate price of $63,000.

On ~~December~~April 420, 2015, we sold 30,000 shares of common stock to JPDO Holdings, LLC, a company controlled by James Pastore, at the ~~Company~~price ~~issued~~of 15$.30 or an aggregate of $9,000. On August 26, 2015, we sold 50,000 shares of common stock to ~~Pasquale~~JPDO ~~D’Onofrio~~Holdings, ~~for~~LLC, ~~services~~a ~~rendered~~company controlled by James Pastore, at a price of $0.30 per share or an aggregate price of $15,000.

On ~~October~~May 208, ~~2014~~2015, we sold 5016,000 shares of common stock to ~~Sara~~Mark ~~Flasher~~H. Loevner at the price of $0.30 per share or an aggregate price of $154,~~000~~800.

~~On May 18, 2015 we sold 5,000 shares of common stock to Diane Flynn at the price of $0.30 per share or an aggregate price of $1,500.~~16

On May 15, 2015, we sold 33,333 shares of common stock to Dawn Fuchs at the price of $0.30 per share or an aggregate price of $10,000.

On ~~June~~May 2118, ~~2014~~2015, we sold 175,000 shares of common stock to ~~Chad~~Diane ~~Gabersek~~Flynn at the price of $0.30 per share or an aggregate price of $51,~~100~~500.

On ~~April~~May 1528, 2015, we sold 107,000 shares of common stock to ~~Rex~~Krishnasamy ~~Paul~~Karuppiah ~~Gatto~~ at the price of $0.30 per share or an aggregate price of $32,~~000~~100.

On ~~August~~June 272, 2015, we sold 205,000 shares of common stock to ~~Sanjay~~K. ~~Gupta~~Gopalkrishna Pai at athe price of $0.30 per share or an aggregate price of $61,~~000~~500.

On August 27, ~~2014~~2015, we sold ~~500~~20,000 shares of common stock to ~~John~~Sanjay J.Gupta ~~Hadgkiss, our Secretary and Director,~~ at ~~the~~a price of $0.1830 per share or an aggregate price of $906,000. ~~On July 7, 2015, we sold an additional 100,000 shares of common stock to John J. Hadgkiss at a price of $0.18 per share or an aggregate of $18,000.~~

On ~~March~~August 128, 2015, we sold 10100,000 shares of common stock to ~~Michael~~David ~~Iacovelli~~V. Schmidt at the price of $0.3020 per share or an aggregate price of $320,000.

On ~~March~~September 2218, 2015, ~~the~~we ~~Company~~ sold ~~10,000 shares of common stock to Subramoniam Jayakomar at the price of $.~~30 ~~per share or an aggregate of $3~~,000. ~~On February 12, 2015, the Company issued 10,000~~ shares of common stock to ~~Subramoniam~~Richard ~~Jayakomar for services rendered to us~~J. OnReeder ~~October 1, 2015, we issued 15,000 shares of our common stock to Subramoniam Jayakumar~~ at a price of $0.30 per share or an aggregate ~~of $4,500 for consulting services. On December 1, 2015 we issued 65,000 shares of common stock at a~~ price of $~~0.30 per share or an aggregate of $19~~9,~~500 to Subramoniam Jayakomar in exchange for services~~000..

On ~~April~~November 2010, 2015, we sold 307,000 shares of common stock to ~~JPDO~~Chris ~~Holdings,~~Manna ~~LLC, a company controlled by James Pastore,~~ at the price of $.30 ~~or an aggregate of $9,000. On August 26, 2015, we sold 50,000 shares of common stock to JPDO Holdings, LLC, a company controlled by James Pastore, at a price of $0.30~~ per share or an aggregate price of $152,~~000~~100.

On ~~May~~November 2815, 2015, we sold 7,000 shares of common stock to ~~Krishnasamy~~Valerie ~~Karuppiah~~Renee Manna at the price of $0.30 per share or an aggregate price of $2,100.

17On November 16, 2015, the Company issued 25,000 shares of common stock to Marc Mrvos for services rendered.

On ~~April~~November 1728, 2015, we ~~sold~~issued 720,000 shares of common stock to ~~Thomas~~Steel ~~Litman~~City Distributors, Inc. at the price of $0.30 per share or an aggregate price of $26,~~100~~000. Steel City Distributors, Inc. is a West Virginia corporation controlled by Jayson Marino.

On ~~May~~November 828, 2015, we ~~sold~~issued 1630,000 shares of common stock to ~~Mark~~Jayson H.Marino ~~Loevner~~for at the price of $0.30 per share or an aggregate price of $49,~~800~~000.

On ~~April~~December 174, ~~2014~~2015, ~~we sold 90,000 shares of common stock to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, at~~ the ~~price~~Company of $0.30 per share or an aggregate price of $27,000. On April 21, 2014 we sold 10,010,000 shares of common stock to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, in exchange for the Blue Diamond, Diamond Girl, White Crystal and Blue Crystal trade names. We valued these shares at $.00004 per share or an aggregate price of $365. From April 2015 through June 2015, we issued 915,000 shares of common stock to ~~Mark~~Pasquale T.D’Onofrio ~~Lucero~~ for ~~compensation.~~services ~~We valued these shares at $0~~rendered.30 per share or an aggregate of $2,700. From July through September 2015, we issued 9,000 shares of common stock to Mark T. Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700. From October through December 2015, we issued 9,000 common shares to Mark T. Lucero as compensation. These shares were valued at .30 per share or an aggregate of $2,700.

On ~~November~~December 104, 2015, we sold 750,000 shares of common stock to ~~Chris~~Richard ~~Manna~~Petrucci at the price of $.3020 per share or an aggregate price of $210,~~100~~000.

On ~~January~~December 2221, 2015, wethe ~~sold~~Company issued 10,000 shares of common stock to ~~Dean~~the ~~Manna~~Gray atGroup ~~the~~Inc., ~~price~~a ofPennsylvania $0corporation for services rendered.30 ~~per~~The ~~share~~Gray orGroup anis ~~aggregate~~controlled ~~price~~by ofMichelle ~~$3,000~~Gray Freyvogel.

On ~~November~~January 151, ~~2015~~2016, we ~~sold~~issued 710,000 shares of our common stock to ~~Valerie~~Marc ~~Renee~~Mrvos ~~Manna~~for atservices ~~the price of $~~rendered.~~30 per share or an aggregate price of $2,100.~~

On ~~November~~February 282, ~~2015~~2016, we ~~issued~~sold 3020,000 shares of our common stock to ~~Jayson~~Narayan ~~Marino~~Nayak ~~for~~at ~~the~~a price of $0.30 per share or an aggregate price of $96,000.

On ~~January~~March 2215, ~~2015~~2016, we sold 1017,000 shares of our common stock to ~~Doreen~~David ~~Mossey~~Carlisle at ~~the~~a price of $0.30 per share or an aggregate price of $35,~~000~~100.

~~On November 16, 2015, the Company issued 25,000 shares of common stock to Marc Mrvos for services rendered.~~ 17

On ~~June~~March 215, ~~2015~~2016, we sold 510,000 shares of our common stock to ~~K.Gopalkrishna~~Tom ~~Pai~~Hurney at ~~the~~a price of $0.30 per share or an aggregate price of $13,~~500~~000.

On ~~December~~May 48, ~~2015~~2016, we sold 5067,000 shares of our common stock to ~~Richard~~Geoffrey ~~Petrucci~~Douglas Block at ~~the~~a price of $0.2030 per share or an aggregate price of $1020,~~000~~100.

On ~~October~~May 917, ~~2014~~2016, we sold 1716,~~000~~667 shares of our common stock to ~~William~~Edward ~~Pollock, Jr~~J. Lynam at ~~the~~a price of $0.30 per share or an aggregate price of $5,~~100~~000.

On ~~October~~May 925, ~~2014~~2016, we sold 2310,000 shares of our common stock to ~~David~~Baocheng ~~Quinn~~B. Zhang at ~~the~~a price of $0.30 per share or an aggregate price of $63,~~900~~000.

On ~~December~~May 1825, ~~2014~~2016, we sold 567,000 shares of our common stock to ~~Jerry~~Philip ~~Rabinowitz~~Sallee at ~~the~~a price of $0.30 per share or an aggregate price of $120,~~500~~100.

On ~~April~~June 209, ~~2015~~2016, we ~~issued~~sold 10,000 shares of our common stock to ~~RCH~~Rex ~~Pittsburgh~~Gatto ~~LLC,~~at a ~~Pennsylvania~~price ~~corporation~~of ~~controlled by Rick Hvizdak, as rent for our location at 554 33rd St., Pittsburgh, PA 15201. We valued these shares at~~ $0.30 per share or an aggregate price of $3,.000.

On ~~September~~June 1823, ~~2015~~2016, we sold 30120,000 shares of our common stock to ~~Richard~~Leonard J.Oddo ~~Reeder~~ at a price of $0.30 per share or an aggregate price of $936,000.

18On June 28, 2016, we sold 10,000 shares of our common stock to Sunthar Tharmalingam at a price of $0.30 per share or an aggregate price of $3,000.

On ~~August~~July 2811, ~~2015~~2016, we sold ~~100~~10,000 shares of our common stock to ~~David~~Ghridhar V.Raghavan ~~Schmidt~~ at ~~the~~a price of $0.2030 per share or an aggregate price of $203,000.

On ~~November~~August 281, ~~2015~~2016, we issued 203,000 shares of our common stock to ~~Steel~~Harry ~~City~~Allen ~~Distributors,~~for ~~Inc.~~services ~~at the price of $0~~rendered.~~30 per share or an aggregate of $6,000. Steel City Distributors, Inc. is a West Virginia corporation controlled by Jayson Marino~~

On ~~December~~August 218, ~~2015~~2016, ~~the~~we ~~Company~~sold ~~issued 10~~17,000 shares of our common stock to ~~the~~Derrick ~~Gray~~Hemby ~~Group~~at ~~Inc.,~~ a ~~Pennsylvania~~price ~~corporation~~of ~~for services rendered~~$0.30 ~~The~~per ~~Gray~~share ~~Group~~or isan ~~controlled~~aggregate byprice ~~Michelle~~of ~~Gray Freyvogel~~$5,000.

On ~~September~~August 2315, ~~2014~~2016, we sold 6,~~000~~700 shares of our common stock to ~~Jason~~Erica ~~Valenti~~Jean Lewis at ~~the~~a price of $0.30 per share or an aggregate price of $12,~~800~~010. On September 23, 2014 we issued 20,000 common shares to Jason Valenti for rent of our location at 8179 Steubenville Pike, Imperial, PA 15126. We valued these shares at $0.30 per share or an aggregate price of $6,000.

On ~~December~~August 515, ~~2014~~2016, we sold 1016,~~000~~600 shares of our common stock to YuChelsy ~~Chi~~Elaine ~~Wang~~Hogue at ~~the~~a price of $0.30 per share or an aggregate price of $34,~~000~~980.

On ~~December~~September 716, ~~2015~~2016, we sold 203,~~000~~333 ~~share~~shares of our common stock to ~~Kenneth~~Elijah ~~Wehar~~Thompson at ~~the~~a price of $0.30 per share or an aggregate price of $61,000.

On ~~October~~September 20, ~~2014~~2016, we sold 5030,000 shares of our common stock to ~~Ching~~Leonard ~~Kui~~Oddo ~~Weng~~ at ~~the~~a price of $0.30 per share or an aggregate price of $159,000. ~~On October 20, 2014 we issued 10,000 shares of common stock to Ching Kui Weng for services rendered. We valued these shares at $0.30 per share or an aggregate price of $3,000.~~

~~From~~On ~~April~~September 1727, ~~2014 (Inception) through December 31~~2016, ~~2014,~~ we ~~issued~~sold ~~439~~10,~~320~~000 shares ~~to Hamilton & Associates Law Group for legal services. For the year ended December 31, 2015, we issued an additional 23,847 shares~~ of our common stock ~~for legal services~~ to ~~Hamilton~~Baocheng &B. ~~Associates~~Zhang ~~Law~~at ~~Group.~~a ~~The~~price ~~value~~ of ~~the services performed for these shares was~~ $~~10,000 in aggregate~~0. In30 ~~April~~per ofshare ~~2015,~~or wean ~~repurchased~~aggregate ~~363,167~~price of ~~these shares issued for legal services for~~ $203,000. ~~In August of 2015, we repurchased the remaining 100,000 shares issued for legal services for $10,000.~~

~~ITEM~~On October 6, 2016, we sold 17,000 shares of our common stock to Chad Edward Gabersek and Amy Lynn Warzinski at a price of $0.30 ~~SELECTED~~per ~~FINANCIAL~~share ~~DATA~~or an aggregate price of $5,100.

~~Not~~On ~~required~~October 25, 2016, we sold 17,000 shares of our common stock to Courtney Wilson at a price of $0.30 per share or an aggregate price of $5,100.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~18

InOn ~~addition~~November ~~to historical information~~22, this Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of factors2016, ~~risks~~we ~~and~~sold ~~uncertainties~~15,000 ~~including~~shares the risk factors set forth in Item 1A. above and the risk factors set forth in this Annual Report. Generally, the words “anticipate”, “expect”, “intend”, “believe” and similar expressions identify forward-looking statements. The forward-looking statements made in this Annual Report are made as of ~~the~~our ~~filing~~common ~~date~~stock ofto ~~this~~Judy ~~Annual Report with the SEC,~~ and ~~future~~Joshua ~~events~~Clark orat circumstances could cause results that differ significantly from the forward-looking statements included here. Accordingly, we caution readers not to place undue reliance on these statements. We expressly disclaim any obligation to update or alter our forward-looking statements, whether as a ~~result~~price of ~~new~~$0.30 ~~information,~~per ~~future~~share ~~events~~ or ~~otherwise~~an ~~after~~aggregate ~~the~~price ~~date~~ of ~~this report~~$4,500.

19On December 10, 2016, we sold 20,000 shares of our common stock to William Simmons, M.D. at a price of $0.30 per share or an aggregate price of $6,000.

~~Item~~On 2.December ~~Management’s~~24, ~~Discussion~~2016, ~~and~~we ~~Analysis~~sold 6,700 shares of ~~Financial~~our ~~Condition~~common ~~and~~stock ~~Results~~to Teona Williams at a price of ~~Operations~~$.0.30 per share or an aggregate price of $2,000.

~~The~~On ~~following~~December ~~is management’s discussion and analysis of the financial condition and results of operations of Vodka Brands Corp (“Vodka Brands”~~24, ~~the “Company”~~2016, “we”, ~~and~~sold ~~“our”)~~10,000 ~~for~~shares ~~year~~of ~~ended~~our ~~December~~common ~~31,~~stock ~~2015, compared~~ to ~~the~~Tami ~~period~~Gayle ~~April~~Brown ~~17,~~at ~~2014~~a ~~(Inception)~~price ~~through~~of ~~December 31, 2014~~$0.30 ~~The~~per ~~following~~share ~~information~~or ~~should~~an beaggregate ~~read~~price inof ~~conjunction with the financial statements for the year ended December 31~~$3, ~~2015 and the period April 17, 2014 (Inception) through December 31,2014 and notes thereto appearing elsewhere in this Annual Report on Form 10-K (this “Report”)~~000. ~~Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~

~~Our~~On ~~Business~~January 20, 2017, we sold 6,250 shares of our common stock to Chris Kuhn at a price of $0.40 per share or an aggregate price of $2,500.

WeOn ~~began~~February ~~operations~~2, ~~on April 17~~2017, ~~2014 (Inception) and operate within the alcoholic spirit industry. Through our operations~~ we ~~oversee~~sold ~~the~~25,000 ~~manufacturing~~shares of our ~~Blue~~common ~~Diamond~~stock ~~Vodka~~to ~~and~~Mike ~~sell~~Stephany ~~our~~at ~~product in the United States with hopes of expanding internationally. We have~~ a ~~federal~~price ~~permit to import alcoholic beverages. Currently, our customers include the Pennsylvania Liquor Control Board the Alcoholic Beverage Control~~ of ~~Mississippi~~$0.40 Weper ~~are~~share ~~also~~or ~~licensed in West Virginia and Tennessee and we have signed~~ an ~~agreement~~aggregate ~~with~~price aof ~~distributor in Tennessee~~$10,000. ~~We plan to continue to develop our trademarked name “Blue Diamond” brand as well as our other trademarked brands.~~

~~Our~~On ~~cash~~February on8, ~~hand~~2017, aswe sold 10,000 shares of ~~December~~our ~~31,~~common ~~2015,~~stock isto Mark Loevner at $350.30 per share or an aggregate price of $3,~~445~~000.

~~RESULTS~~On OFFebruary ~~OPERATIONS~~17, 2017, we sold 12,500 shares of our common stock to Kenneth Beardsley at $0.40 per share or an aggregate price of $5,000.

~~Sales~~On March 1, 2017, we sold 12,500 shares of our common stock to Robin Cole at $0.40 per share or an aggregate price of $5,000.

WeOn ~~generated~~March ~~sales of $37~~3,~~632~~ ~~for the year ended December 31~~2017, ~~2015~~we ~~and~~sold ~~$23~~12,~~850~~500 ~~for~~shares ~~the~~of ~~period~~our ~~from~~common ~~April~~stock ~~17, 2014 (Inception) through December 31, 2014. The increase is due primarily~~ to ~~the~~Scott ~~higher~~Baker ~~sales~~at ~~volumes~~$0.40 ~~During~~per ~~2015~~share weor ~~shipped~~an ~~2,868~~aggregate ~~bottles~~price ~~versus~~of 1$5,~~800 during the period April 17, 2014 (Inception) through December 31, 2014~~000.

~~During~~On ~~the~~March ~~year~~23, 2017, we ~~completed~~sold ~~our second production run of 1~~18,~~229~~750 ~~cases~~shares of ~~Blue Diamond Vodka and received this product in September 2015. Production costs are similar to~~ our ~~initial~~common ~~production~~stock ~~cost. The most significant variable in product cost in the future is expected~~ to beThomas ~~currency~~Little ~~exchange~~at ~~rates~~a ~~between~~price ~~the~~of ~~Euro and the US Dollar~~$0.40 ~~Our~~per ~~European~~share ~~suppliers~~or ~~invoice~~an inaggregate ~~Euros.~~price Weof ~~do not believe that inflation had any material impact on us during the year ended December 31~~$7, ~~2015 and the period April 17, 2014 (Inception) through December 31, 2014~~500.

WeOn ~~recognize~~March ~~revenue~~26, ~~when~~2017, ~~four~~we ~~basic~~sold ~~criteria~~25,000 ~~have~~shares ~~been met: (1) persuasive evidence~~ of anour ~~arrangement~~common ~~exists;~~stock ~~(2)~~to ~~shipment~~Edward ~~has~~Cleary ~~occurred;~~at ~~(3)~~a ~~the~~price ~~fee~~of is$0.30 ~~fixed~~per share or ~~determinable;~~an ~~and~~aggregate ~~(4)~~price ~~collection~~of ~~is reasonably assured~~$7,500.

~~With~~On ~~the~~March ~~introduction~~31, of2017, ~~Blue~~we ~~Diamond~~sold ~~Vodka~~12,500 asshares ~~a shelf item in the State~~ of ~~Pennsylvania last year,~~ our ~~sales~~common ~~are~~stock ~~currently~~ to ~~the~~Marc ~~Pennsylvania~~Foremsky ~~Liquor~~at ~~Control~~a ~~Board~~price ~~and can be found in approximately forty five~~ of ~~their stores~~$0.40 Ifper weshare ~~were~~or toan ~~lose~~aggregate ~~this~~price ~~customer, our operations would be materially impacted. However, we have the possibility to increase the number~~ of ~~stores in Pennsylvania~~$5, ~~and much greater potential nationally, and internationally~~000. ~~To this end, we made our first sale to the Mississippi Department of Revenue during the third quarter ended September 30, 2015. Our product is sold in approximately forty stores in Mississippi.~~

~~Cost~~On April 7, 2017, we sold 12,500 shares of ~~Goods~~our ~~Sold~~common stock to Scott Churchill at a price of $0.40 per share or an aggregate of $5,000.

~~Our~~On ~~cost~~March ~~of sales were $26~~27,~~680~~ ~~for~~2017 ~~the~~we ~~year~~sold ~~ended December 31~~12,500 ~~2015~~shares ~~compared~~of toour ~~$16,414~~common ~~for~~stock ~~the~~to ~~period~~Mark ~~April~~Fleisner ~~17,~~at ~~2014~~a ~~(Inception)~~price ~~through~~of ~~December 31, 2014~~$0.40 ~~The~~per ~~$10,266~~share ~~increase~~or inan ~~our~~aggregate ~~cost~~ of ~~sales was primarily due to increased quantities sold~~$5,000.

2019

~~Gross~~ITEM ~~profit~~6. SELECTED FINANCIAL DATA

WeNot ~~expect to be able to maintain a gross profit margin of approximately 30% on our product~~required. For the year ended December 31, 2015 our gross profit margin was 29.1% and for the period April 17, 2014 (Inception) through December 31, 2014, our gross profit margin was 31.2%. We expect that our 2016 profit margin will remain in line with our aforementioned expectations, however we have flexibility to adjust prices if necessary to gain market share.

~~Selling,~~ITEM ~~general~~7. MANAGEMENT’S ~~administrative~~DISCUSSION ~~and~~AND ~~other~~ANALYSIS ~~expenses~~OF ~~(SG&A)~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Our~~In ~~most~~addition ~~significant~~to ~~selling~~historical ~~costs~~information, ~~are~~this ~~promotional~~Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and ~~advertising~~Section ~~expenses~~21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in the forward-looking statements as wea ~~continue~~result toof ~~develop~~a ~~brand~~number ~~recognition~~of factors, risks and uncertainties, including the risk factors set forth in Item 1A. ~~The~~above ~~most~~and ~~significant~~the ~~general~~risk factors set forth in this Annual Report. Generally, the words “anticipate”, “expect”, “intend”, “believe” and ~~administrative~~similar ~~costs~~expressions ~~were~~identify ~~legal~~forward-looking statements. The forward-looking statements made in this Annual Report are made as of the filing date of this Annual Report with the SEC, and ~~accounting~~future ~~expenses~~events or circumstances could cause results that differ significantly from the forward-looking statements included here. Accordingly, we caution readers not to place undue reliance on these statements. We expressly disclaim any obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report.

~~The~~Our market for spirits and vodka is large. We have the potential to expand sales dramatically. This will be determined in large part by our success in attracting distributors. Although, we believe the market is large, we are uncertain if our product will obtain significant demand. Additionally, we are uncertain with regards to industry trends or events that will materially impact our operational condition whether beneficial or detrimental. Business

ToWe ~~this~~began ~~objective~~operations on April 17, we2014 ~~are~~(Inception) and operate within the alcoholic spirit industry. We oversee the manufacturing of our trademarked Blue Diamond and Diamond Girl vodkas. We produced our Diamond Girl Vodka in the ~~early~~fourth ~~stages~~quarter of ~~identifying~~2016 anas ~~individual~~our ~~with~~second ~~industry~~vodka ~~experience~~product. We ~~and~~sell ~~relationships~~our products in the United States with ~~national~~hopes ~~and~~of ~~international~~expanding ~~distributors~~internationally. We have a federal permit to ~~become~~import ~~part~~alcoholic beverages. Currently, our customers include the Pennsylvania Liquor Control Board, the Alcoholic Beverage Control of Mississippi, the Alcohol Beverage Control Administration of West Virginia and a distributor in Tennessee. We plan to continue to develop our ~~management~~trademarked ~~team~~products as well as our other trademarked brands.

~~Net~~Our ~~loss~~cash on hand as of December 31, 2016, was $10,574.

WeRESULTS ~~incurred~~OF ~~a net loss of $240,291 for the year ended December 31, 2015, and $69,135 for the period April 17, 2014 (Inception) through December 31, 2014.~~ OPERATIONS

~~We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through the sale of equity or debt securities.~~Sales

~~Our~~We ~~financial~~generated ~~statements~~sales ~~have~~of ~~been~~$47,265 ~~prepared~~for ~~assuming~~the ~~that~~year weended ~~will~~December ~~continue~~31, as2016 ~~a going concern~~ and, ~~accordingly~~$37, do632 ~~not~~in ~~include~~year ~~adjustments~~2015. The ~~relating~~increase toin ~~the~~2016 ~~recoverability~~was ~~and~~primarily ~~realization~~due ofto ~~assets~~higher ~~and~~order ~~classification~~volumes. During ofthe ~~liabilities~~year ~~that~~we ~~might~~sold be3,815 ~~necessary~~bottles ~~should~~compared weto be2,868 ~~unable~~in tothe ~~continue~~prior inyear ~~operation~~period.

~~Deferred~~The ~~Tax~~most ~~Asset~~significant variable in product cost in the future is expected to be currency exchange rates between the Euro and ~~Valuation~~the ~~Allowance~~US Dollar. Our European suppliers invoice in Euros. We do not believe that inflation had any material impact on us during the years ended December 31, 2016 and 2015, respectively.

We ~~recorded~~recognize arevenue ~~deferred~~when ~~tax~~four ~~asset,~~basic ~~but~~criteria ~~recorded~~have abeen ~~full~~met: ~~valuation~~(1) ~~allowance~~persuasive ~~against~~evidence ~~this~~of ~~asset~~an asarrangement itexists; is(2) ~~uncertain~~delivery ifhas weoccurred; ~~will~~(3) bethe ~~able~~fee tois ~~realize~~fixed ~~any~~or ofdeterminable; ~~this~~and ~~benefit~~(4) collection is reasonably assured.

~~Related~~With ~~Parties~~the introduction of Blue Diamond Vodka as a shelf item in the State of Pennsylvania two years ago, and produced Diamond Girl in 2016 with the expectation to begin selling Diamond Girl in 2017, our sales are comprised largely to the Pennsylvania Liquor Control Board and can be found in roughly forty-five of their stores. If we were to lose this customer, our operations would be materially impacted. However, we have the possibility to increase the number of stores in Pennsylvania, and much greater potential nationally, and internationally. To this end, we continued to generate sales to the Mississippi Department of Revenue and had our first sales to the Alcohol Beverage Control Administration of West Virginia and a distributor in Tennessee during the twelve months ended December 31, 2016.

During the period April 17, 2014 (Inception) through December 31, 2014, we purchased all of our inventory from Beverage Brands, Inc (“BBI”), a wholly owned company of our CEO. The purchase price was recorded at the price BBI paid for the product from a third party manufacturer. Additionally, BBI acted as a conduit with a third party to facilitate sales to the Pennsylvania Liquor Control Board as we did not have our federal import license. We obtained our federal import license in April of 2015. There were no fees or expenses paid to or retained by BBI with regards to this arrangement. 20

~~During~~In ~~April~~January ~~2014~~2016, ~~Trademark~~we ~~Holdings,~~began ~~LLC,~~issuing acustomer ~~wholly~~incentives ~~owned~~on ~~company of~~ our ~~CEO, contributed the trademarks Blue~~ Diamond, ~~Diamond~~Vodka ~~Girl,~~through ~~Blue~~the ~~Crystal~~use ~~and~~of ~~White~~mail-in ~~Crystal~~rebate ~~to the Company~~coupons. Revenues Wefor ~~recorded~~ the ~~trademarks~~year atended ~~carryover~~December ~~basis~~31, ~~and~~2016 ~~will~~were ~~continue~~reduced toby ~~amortize~~estimated ~~these~~rebate ~~trademarks~~costs ~~in accordance with their useful life from the date~~ of ~~registration~~$1,505.

21Cost of Goods Sold

~~Effective~~Our ~~April~~cost ~~28,~~of ~~2015~~sales wewere ~~executed a consulting agreement with a consultant who is an affiliate with BBI. The Company compensates~~ $136,~~000~~212 ~~per~~in ~~month to~~ the ~~consultant~~twelve ~~and~~months ~~requires~~ended ~~a minimum of fifty hours of services per month. The agreement may terminate, at anytime, by written notice of the Company. At~~ December 31, ~~2015,~~2016 ~~the~~compared ~~Company~~to ~~advanced this consultant~~ $326,~~350~~680 ~~for~~in ~~future services which are expected to be performed within one~~ year. 2015. The ~~total~~increase ~~fees~~in ~~incurred~~our ~~related~~cost toof ~~this~~sales ~~consultant~~was ~~were~~primarily ~~$14,700~~due ~~and~~to $-higher ~~for~~order ~~the~~volumes ~~year ended December 31, 2015~~ and ~~for~~freight ~~the period April 17, 2014 (Inception) through December 31, 2014~~costs. ~~The fees are included in consulting fees.~~

WeGross have an informal consulting agreement with a consultant who performs services as the Company’s interim Chief Financial Officer (“CFO”). The total amount expensed was $3,150 and $- for the year ended December 31, 2015 and for the period April 17, 2014 (Inception) through December 31, 2014, respectively. The expense is reflected in professional fees. At December 31, 2015 and 2014, the Company owed $500 and $- to this related party and these amounts are included in accounts payable - related party.profit

~~LIQUIDITY~~We ~~AND~~expect ~~CAPITAL~~to ~~RESOURCES~~be able to maintain a gross profit margin of 20% on our product. For the year ended December 31, 2016 and 2015 our gross profit margin was 23%, and 29%, respectively. We expect that our 2017 profit margin will remain in line with our aforementioned expectations, however we have flexibility to adjust prices if necessary to gain market share. We implemented a $5.00 mail-in rebate in the first quarter of 2016 to increase sales. The mail-in rebate and higher freight costs decreased our gross profit for years 2016 and 2015. Further, we offered our Blue Diamond Vodka at a reduced price to gain market access in Tennessee contributing to the reduction in our gross profit margin. Lastly, to help increase sales volumes we offered a special price reduction on our products sold in Mississippi.

AsIn ofJanuary ~~December 31~~2017, ~~2015,~~we ~~our~~introduced ~~current~~another ~~assets~~mail-in ~~were~~rebate for $~~142,964~~4.00 ~~and~~for ~~our~~a ~~current~~single ~~liabilities~~bottle ~~were~~purchase or $~~40,084~~10.00 ~~and~~for astwo ofor ~~December~~more ~~31,~~bottles ~~2014~~purchased. ~~our~~This ~~current~~mail-in ~~assets~~rebate ~~were~~will ~~$161,603~~expire ~~and~~on ~~our~~December ~~current liabilities were $9~~31,~~254~~ 2017.

~~As of December 31~~Selling, ~~2015,~~ ~~our~~general ~~stockholders’~~administrative ~~equity was $103,839,~~ and asother ofexpenses ~~December 31, 2014 our stockholders’ equity was $152,630.~~ (SG&A)

AtOur ~~December~~most ~~31,~~significant ~~2015,~~selling costs are promotional and ~~December~~advertising ~~31,~~expenses ~~2014,~~as we ~~had~~continue ~~11,796,333~~to develop brand recognition. The most significant general and ~~11,457,320~~administrative ~~common~~costs ~~shares~~were ~~outstanding,~~legal ~~respectively.~~and accounting expenses.

~~Cash~~The ~~Flows~~market ~~from~~for ~~Operating~~spirits ~~Activities~~and vodka is large. We have the potential to expand sales dramatically. This will be determined in large part by our success in attracting distributors. Although, we believe the market is large, we are uncertain if our product will obtain significant demand. Additionally, we are uncertain with regards to industry trends or events that will materially impact our operational condition whether beneficial or detrimental.

WeTo ~~have~~this ~~not generated positive cash flows from operating activities. For the year ended December 31~~objective, ~~2015,~~we ~~net~~are ~~cash used~~ in ~~operating activities was $229,832 and for~~ the ~~period~~early ~~April~~stages ~~17,~~of ~~2014~~identifying ~~(Inception)~~an ~~through~~individual ~~December~~with ~~31,~~industry ~~2014,~~experience ~~net cash used in operating activities was $61,392. The increase was primarily due to operating losses, inventory purchases~~ and ~~increases~~relationships ~~accounts receivable for the year ended December 31, 2015, compared~~ with ~~the~~national ~~period~~and ~~April~~international ~~17,~~distributors ~~2014~~to ~~(Inception)~~become ~~through~~part ~~December~~of ~~31,~~our ~~2014~~management team.

~~Cash~~Net ~~Flows from Financing Activities~~loss

We ~~have~~incurred ~~financed~~a ~~our~~net ~~operations~~loss ~~primarily from the issuance~~ of ~~shares~~$266,451 offor ~~our common stock. For~~ the year ended December 31, ~~2015,~~2016 ~~net~~compared ~~cash~~to ~~provided~~2015’s ~~by financing activity was $137,200 and for the period April 17, 2014 (Inception) through December 31, 2014~~ net ~~cash~~loss ~~provided~~of ~~by financing activities was~~ $~~190~~240,~~400 received from proceeds from issuance of our common stock to investors~~291.

InWe ~~April~~expect ~~2015,~~ we ~~entered~~will ~~into~~require anadditional ~~arrangement~~capital to ~~repurchase~~meet ~~363,167~~our ~~shares~~long ofterm ~~common~~operating ~~stock issued for legal services~~requirements. We ~~paid~~expect ~~$20,000 for these shares. In August 2015, we entered into an arrangement~~ to ~~repurchase~~raise ~~the~~additional ~~remaining~~capital ~~100,000~~through ~~shares of common stock issued for legal services. We paid $10,000 for these shares. In September 2015, we executed a cancellation resolution of~~ the ~~463,167~~sale of ~~the~~equity ~~repurchased~~or ~~shares.~~debt ~~The cancelation is reflected as a reduction common stock at the price paid of $35,000~~securities.

22Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

~~PLAN~~Deferred OFTax ~~OPERATION~~Asset ~~AND~~and ~~FUNDING~~Valuation Allowance

~~Operations~~We recorded a deferred tax asset, but recorded a full valuation allowance against this asset as it is uncertain if we will be able to realize any of this benefit.

Our overriding objective is to produce high quality vodka products with recognizable brand names and to expand distribution nationally and internationally. We plan to increase sales of our Blue Diamond Vodka brand and to develop our other brand names. Increase in sales of our existing brand can be achieved through the improvement in product packaging which has been ongoing, promotional activities, and forming relationships with distributors. We can develop one or more of our other brand names in the next six to twelve months. An important component of success will be to add an individual to our management team who has industry experience and relationships with national and international distributors.21

~~Product~~Related ~~Development~~ Parties

~~Our~~Beverage ~~Blue~~Brands, ~~Diamond~~Inc. ~~Vodka~~(“BBI”) ~~bottle~~which is ~~produced~~wholly inowned ~~France~~by ~~and shipped to Northern Europe to~~ the ~~country of Estonia to complete production. Current production of Blue Diamond Vodka includes some noticeable improvements in product packaging. For example~~CEO, ~~the~~paid ~~bottle~~third ~~closure~~parties ~~will~~for ~~utilize~~storage anand ~~up-scale~~administrative ~~synthetic~~services ~~cork~~on ~~with~~behalf ~~logo~~of ~~embossed on~~ the ~~top~~Company. A ~~PVC~~These ~~capsule~~amounts ~~with~~were ~~logo~~charged ~~will~~to ~~complement~~cost ~~the~~of ~~long neck bottle~~sales. ~~There~~ ~~will~~The betotal aamount ~~clear~~expensed ~~portion~~was ~~surrounding~~$3,000 ~~the~~and ~~diamond~~$3,841 infor ~~martini~~the ~~glass~~years ~~design~~ended onDecember ~~the~~31, ~~frosted~~2016 ~~bottle~~ and ~~other~~2015, ~~slight modifications~~respectively. ~~These~~ ~~modest~~In ~~but~~September ~~noticeable~~2015 ~~changes~~and ~~should give our product a cleaner~~foreword, ~~more~~the ~~professional~~storage ~~and~~services ~~appealing~~were ~~appearance. We~~invoiced ~~anticipate~~directly ~~further development of other brands within six~~ to ~~twelve~~the ~~months~~Company.

~~Funding~~On various dates in 2016, BBI we paid certain amounts due to vendors of the Company. For the years ended December 31, 2016 and 2015, the total amount of these amounts paid by BBI on behalf of the Company was $1,656 and $-.

WeDuring ~~expect~~2016, ~~that~~we ~~working~~collected ~~capital~~proceeds ~~requirements~~for ~~will~~products ~~continue~~sold towhich beBBI ~~funded~~owns ~~through~~the atrademark. ~~combination~~The oftotal ~~our~~amount ~~existing~~collected ~~funds~~during the years ended December 31, 2016 and ~~further~~2015 ~~issuances~~was of$1,624 ~~securities~~and $-. ~~Our~~As ~~working~~of ~~capital~~December ~~requirements~~31, ~~are~~2016 ~~expected~~and to2015 ~~increase~~the we owed $1,624 and $- and these amounts are reflected in ~~line~~accounts ~~with~~payable – related party in the ~~growth~~accompanying ofbalance ~~our~~sheets, ~~business~~respectively.

WeAs ~~have paid for the second production run~~ of 1December 31,~~229~~ ~~cases~~2016 ~~of Blue Diamond Vodka~~ and ~~we received the product in September~~ 2015. Existing working capital and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we ~~have~~owed ~~financed operations to date through the proceeds of the sale of our common stock to investors. In connection with our business plan~~$11,481 ~~management anticipates additional increases in operating expenses~~ and ~~capital~~$5,201 ~~expenditures relating~~ to: ~~(i)~~this ~~developmental~~related ~~expenses~~party ~~associated with a start-up business~~ and ~~(ii) marketing expenses. We intend to finance~~ these ~~expenses~~amounts ~~with~~are ~~further~~included ~~issuances~~in ofaccounts ~~equity~~payable ~~or debt securities. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long~~-~~term~~ ~~operating~~related ~~requirements.~~party ~~Additional issuances of equity or convertible debt securities will result~~ in ~~dilution~~the toaccompanying ~~our~~balance ~~current shareholders~~sheets. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~Material~~The ~~Commitments~~Company paid certain expenses attributable to BBI. These amounts were not recorded in the Company’s statement of operations for the year ended December 31, 2016. The total amount paid on behalf of BBI for the year ended December 31, 2016 and 2015 was $6,092 and $-. These amounts are reflected in the accounts receivable, net – related party in the accompanying balance sheets at December 31, 2016 and 2015, respectively.

AsEffective ofApril 28, 2015 the ~~date~~Company executed a consulting agreement with a consultant who is an affiliate with BBI. The Company compensates $1,000 per month to the consultant and requires a minimum of fifty hours of services per month. The agreement may terminate, at any time, by written notice of the Company. At December 31, 2016 and 2015, the Company advanced this ~~Annual~~consultant ~~Report~~$- and $3,350 wefor dofuture ~~not~~services ~~have~~which ~~any~~are ~~material~~expected ~~commitments~~to be performed within one year, respectively. The total fees incurred related to this consultant were $35,602 and $14,700 for the years ended December 31, 2016 and 2015, respectively. The fees are included in consulting fees in the accompanying statements of operations.

~~Purchase~~During 2016, the Company entered into an informal, interest-free, unsecured advance from its CEO. On various dates in 2016, the CEO advanced a total of ~~Significant~~$58,700 ~~Equipment~~to the Company. During 2016, the Company repaid $3,647 due under this advance. As of December 31, 2016 and 2015, $55,053 and $- is reflected in advance – related party in the accompany balance sheets, respectively.

WeLIQUIDITY doAND ~~not~~CAPITAL ~~intend to purchase any significant equipment during the next twelve months.~~RESOURCES

23At December 31, 2016, our current assets were $120,211 and our current liabilities were $119,791 and as of December 31, 2015, our current assets were $142,964 and our current liabilities were $40,084.

~~Off-Balance~~Our ~~Sheet~~stockholders’ ~~Arrangements~~equity totaled $1,078 at December 31, 2016 compared to total stockholders’ equity of $103,839 at December 31, 2015.

As of ~~the~~December ~~date~~31, of2016 ~~this~~and ~~Annual~~December ~~Report~~31, 2015, we dohad ~~not~~12,342,333 ~~have~~and ~~any~~11,796,333 ~~off-balance~~common ~~sheet~~shares ~~arrangements~~outstanding, ~~that~~respectively. ~~have~~As orof ~~are~~December ~~reasonably likely to have a current or future effect on our financial condition~~31, ~~changes~~2016 inand ~~financial~~December ~~condition~~31, ~~revenues or expenses~~2015, ~~results~~we ofhad ~~operations~~10,000 ~~liquidity,~~and ~~capital~~0 ~~expenditures~~shares orof ~~capital~~treasury ~~resources that are material to investors~~stock.

~~Going~~Cash ~~Concern~~Flows from Operating Activities

~~The~~We ~~report~~have ofnot ~~the~~generated ~~independent~~positive ~~registered~~cash ~~public~~flows ~~accounting~~from ~~firm~~operating ~~accompanying~~activities. For ~~our~~the year ended December 31, ~~2015~~2016, ~~financial~~net ~~statements~~cash ~~contains~~used anin ~~explanatory~~operating ~~paragraph~~activities ~~expressing~~was ~~substantial~~$228,914 ~~doubt~~compared ~~about our ability~~ to ~~continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern~~$229,"832 ~~which contemplates that we will realize our assets and satisfy our liabilities and commitments~~ in the ~~ordinary~~same ~~course~~prior ofyear ~~business~~period.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS~~22

~~Not~~Cash ~~Applicable.~~Flows from Financing Activities

24We have financed our operations primarily from the issuance of shares of our common stock. For the twelve months ended December 31, 2016, net cash provided by financing activity was $204,043 and for the twelve months ended December 31, 2015, net cash provided by financing activities was $137,200. Proceeds received from issuance of our common stock to investors were $151,990 in 2016 compared to $152,200 received in 2015. In addition to the common stock proceeds received in 2016, we also received $55,053 in net proceeds from related party loans in 2016. No proceeds were received from related party loans in the 2015 period.

~~ITEM~~In 8April 2015, we entered into an arrangement to repurchase 363,167 shares of common stock issued for legal services. ~~FINANCIAL~~We ~~STATEMENTS~~paid $20,000 for these shares. In August 2015, we entered into an arrangement to repurchase the remaining 100,000 shares of common stock issued for legal services. We paid $15,000 for these shares. In September 2015, we executed a cancellation resolution of the 463,167 of the repurchased shares. The cancelation is reflected as a reduction common stock at the price paid of $35,000.

~~PART~~In ~~I—FINANCIAL~~2016, ~~INFORMATION~~we ~~Item~~entered 1.into ~~Financial~~an ~~Statements~~ agreement to repurchase 10,000 shares of common stock for $3,000.

~~INDEX~~In TO2015, ~~FINANCIAL~~we ~~STATEMENTS~~collected $20,000 on our subscription receivable. In 2016, we did not collect any amount on our subscription receivable.

~~Report~~PLAN ofOF ~~Urish~~OPERATION ~~Popeck~~AND ~~& Co., LLC, Independent Registered Public Accounting Firm~~FUNDING

~~F-1~~Operations

~~Balance~~Our ~~Sheets~~overriding asobjective is to produce high quality vodka products with recognizable brand names and to expand distribution nationally and internationally. We plan to increase sales of ~~December~~our 31Blue Diamond Vodka brand and to develop our other brand names. Increase in sales of our existing brand can be achieved through the improvement in product packaging which has been ongoing, ~~2015~~promotional activities, and ~~2014~~forming relationships with distributors. We can develop one or more of our other brand names in the next six to twelve months. An important component of success will be to add an individual to our management team who has industry experience and relationships with national and international distributors.

~~F-2~~Product Development

~~Statements~~Our Blue Diamond Vodka bottle is produced in France and shipped to Northern Europe to the country of ~~Operations~~Estonia ~~for~~to complete production. Our Blue Diamond Vodka includes some noticeable improvements in product packaging. For example, the ~~year~~bottle ~~ended~~closure ~~December~~utilize 31an up-scale synthetic cork with logo embossed on the top. A PVC capsule with logo will complement the long neck bottle. There will be a clear portion surrounding the diamond in martini glass design on the frosted bottle and other slight modifications. These modest but noticeable changes should give our product a cleaner, ~~2015~~more professional and appealing appearance. We produced Diamond Girl Vodka in the fourth quarter of 2016. We expect to begin sales of this product at some point in 2017.

~~for the period April 17, 2014 (Inception) through December 31, 2014~~ Funding

~~F-3~~We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

~~Statements of Changes in Stockholders' Equity for the year ended December 31, 2015 and~~23

~~for~~Existing working capital and anticipated cash flow are expected to be adequate to fund our operations over the ~~period~~next ~~April~~three 17months. We have no lines of credit or other bank financing arrangements. Generally, ~~2014~~we have financed operations to date through the proceeds of the sale of our common stock to investors. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (~~Inception~~i) ~~through~~developmental ~~December~~expenses 31associated with a start-up business and (ii) marketing expenses. We intend to finance these expenses with further issuances of equity or debt securities. Thereafter, ~~2014~~we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~F-4~~Material Commitments

~~Statements~~As of ~~Cash~~the ~~Flows~~date ~~for~~of ~~the~~this ~~year~~Annual ~~ended~~Report, ~~December~~we ~~31,~~do ~~2015~~not ~~and~~have ~~for~~any ~~the~~material commitments.

~~period~~Purchase ~~April~~of ~~17,~~Significant ~~2014 (Inception) through December 31, 2014~~Equipment

~~F-5~~We do not intend to purchase any significant equipment during the next twelve months.

~~Notes~~Off-Balance toSheet ~~the~~Arrangements ~~Financial Statements~~

FAs of the date of this Annual Report, we do not have any off-6balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

25Going Concern

~~Report~~The report of ~~Independent~~the ~~Registered~~independent ~~Public~~registered ~~Accounting~~public ~~Firm~~accounting firm accompanying our December 31, 2016 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

~~Board~~Critical ofAccounting ~~Directors~~Policies and ~~Stockholders~~Related Estimates That Could Have a Material Effect on Our Financial Statements

~~Vodka~~Critical ~~Brands~~Accounting ~~Corp~~Policies and Estimates

~~Pittsburgh~~Revenue Recognition: The Company recognizes revenue when the customer takes ownership of the applicable goods and assumes risk of loss, PAcollection of the relevant receivable is probable, persuasive evidence of a sale exists and the sales price is fixed or determinable. For the Company, title passes when delivery has occurred.

WeAllowance ~~have~~for ~~audited~~doubtful ~~the~~accounts: ~~accompanying~~The ~~balance~~allowance ~~sheets~~for ofdoubtful ~~Vodka~~accounts ~~Brands~~is ~~Corp~~the asCompany’s best estimate of ~~December~~the ~~31,~~amount ~~2015~~of ~~and~~probable ~~2014~~credit ~~and~~losses in the ~~related~~Company’s ~~statements~~existing ofaccounts ~~operations,~~receivable. ~~changes~~The inCompany ~~stockholders’~~determines ~~equity,~~the ~~and~~allowance ~~cash~~based ~~flows~~on ~~for~~management’s ~~the~~experience. ~~year~~Account ~~ended~~balances ~~December~~are ~~31,~~charged ~~2015~~off ~~and~~against the ~~period~~allowance ~~April~~after ~~17,~~all ~~2014~~means ~~(Inception)~~of ~~through~~collection ~~December~~have ~~31,~~been ~~2014. These~~exhausted ~~financial~~and ~~statements~~the ~~are~~potential ~~the~~for ~~responsibility~~recovery ofis ~~the~~remote. The Company’s ~~management. Our~~does ~~responsibility~~not ishave any off-balance-sheet credit exposure related to ~~express~~its ancustomers. ~~opinion~~Collections on ~~these~~accounts ~~financial~~receivable ~~statements~~previously ~~based~~written onoff ~~our~~are ~~audits~~included in income as received.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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, 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.24

InAllowance ~~our~~for ~~opinion,~~slow-moving ~~the~~and ~~financial~~obsolete ~~statements~~inventory: ~~referred~~Inventories toare ~~above~~stated ~~present~~at ~~fairly~~the lower of cost, inas ~~all~~determined ~~material~~on ~~respects~~a weighted average basis, ~~the~~or ~~financial~~market. ~~position~~Costs of ~~Vodka~~inventories ~~Brands~~include ~~Corp~~purchase atand ~~December~~related ~~31,~~costs ~~2015~~incurred ~~and~~in ~~2014,~~bringing ~~and~~ the ~~results~~products ofto ~~its~~their ~~operations~~present location and ~~its~~condition. ~~cash~~Market ~~flows~~value ~~for~~is ~~the~~determined ~~year~~by ~~ended~~reference ~~December~~to ~~31,~~selling ~~2015~~prices ~~and~~after the ~~period~~balance ~~April~~sheet ~~17,~~date ~~2014~~or ~~(Inception)~~to ~~through~~management’s ~~December~~estimates ~~31,~~based ~~2014,~~on inprevailing ~~conformity~~market ~~with~~conditions. ~~accounting~~Management ~~principles~~writes ~~generally~~down ~~accepted~~the ininventories ~~the~~to ~~United~~market ~~States~~value if it is below cost. Management regularly evaluates the composition of ~~America~~the Company’s inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

Valuation of deferred tax assets: The ~~accompanying~~Company ~~financial~~accounts ~~statements~~for ~~have~~income ~~been~~taxes ~~prepared~~in ~~assuming~~accordance ~~that~~with ~~the~~FASB ~~Company~~ASC ~~will~~740, Income ~~continue~~Taxes, (ASC as740) awhich ~~going~~requires ~~concern.~~that Asdeferred ~~described~~tax inassets ~~Note~~and 2liabilities tobe ~~the~~recognized ~~financial~~for ~~statements,~~future ~~the~~tax ~~Company~~consequences ~~has~~attributable ~~incurred~~to ~~operating~~differences ~~losses~~between ~~since~~financial ~~inception~~statement carrying amounts of existing assets and ~~has~~liabilities anand ~~accumulated~~their ~~deficit~~respective attax ~~December~~bases. In 31addition, ~~2015.~~ASC ~~These~~740 ~~conditions~~requires ~~raise~~recognition ~~substantial~~of ~~doubt~~future ~~about~~tax ~~its~~benefits, ~~ability~~such as carry forwards, to ~~continue~~the asextent athat ~~going~~realization ~~concern.~~of ~~Management’s~~such ~~plans~~benefits inis ~~regard~~more tolikely ~~these~~than ~~matters~~not ~~are~~and ~~also~~that ~~described~~a invaluation ~~Note~~allowance 2.be ~~The~~provided ~~financial~~when ~~statements~~it dois ~~not~~more ~~include~~likely ~~any~~than ~~adjustments~~not that ~~might~~some ~~result~~portion ~~from~~of the ~~outcome~~deferred oftax ~~this~~asset ~~uncertainty~~will not be realized.

~~/s/~~The ~~Urish~~Company ~~Popeck~~has &an Coaccumulated deficit and a loss from operations. Realization of the net deferred tax asset is dependent upon future taxable income, ~~LLC~~if any, the amount and timing of which are uncertain. Accordingly, the net deferred asset has been offset by a full valuation allowance.

~~Pittsburgh~~The Company evaluates the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, PAincluding resolution of related appeals or litigation processes, if any. In the second step, the Company measures the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies interest and penalties related to unrecognized tax benefits as a component of income tax expense.

~~April~~Rebate ~~13,~~reserve: Provisions ~~2016~~for rebates to customers are provided for in the same period the related sales are recorded. We account for rebates as a reduction of revenue and accrue for the estimated potential rebates.

FValuation of trademarks: Trademarks represent the trade names contributed by the founder through his wholly owned company Trademark Holdings, LLC. The four trademarks are Blue Diamond, Diamond Girl, Blue Crystal and White Crystal. Trademarks are initially measured at the carryover basis of the founder. Amortization of the trademarks is calculated based upon cost using a straight-1line method over their estimated useful lives from registration and are stated at a historical cost.

VODKA BRANDS CORP
BALANCE SHEETS
	December 31, 2015	December 31, 2014
Assets
Current assets:
Cash	$ 35,445	$ 129,008
Accounts receivable, net	7,607	7,155
Accounts receivable, net - related party	23,850	-
Prepaid rent and consulting fees	6,267	16,750
Inventory	66,445	8,690
Short-term advance - related party	3,350	-
Total current assets	142,964	161,603
Property, plant and equipment
Office equipment	931	-
Accumulated depreciation	(141)	-
Property, plant and equipment, net	790	-
Other assets
Trademarks	1,125	1,125
Accumulated amortization	(956)	(844)
Other assets, net	169	281
Total assets	$ 143,923	$ 161,884
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$ 34,383	$ 1,501
Accounts payable - related party	5,701	6,359
Accrued expenses	-	1,394
Total current liabilities	40,084	9,254
Commitments and contingencies
Stockholders' equity:
Common stock, no par value, 100,000,000 shares authorized;
11,796,333 and 11,457,320 shares issued and outstanding
at December 31, 2015 and 2014, respectively	424,265	252,765
Subscription receivable	(11,000)	(31,000)
Accumulated deficit	(309,426)	(69,135)
Total stockholders' equity	103,839	152,630
Total liabilities and stockholders' equity	$ 143,923	$ 161,884
See accompanying notes to financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

~~F-2~~Not Applicable.

VODKA BRANDS CORP
STATEMENTS OF OPERATIONS
			April 17, 2014
	Year ended		(Inception)
	December 31,		through December 31,
	2015		2014
Sales	$ 37,632		$ 23,850
Cost of sales	26,680		16,414
Gross profit	10,952		7,436
Operating expenses
Selling expenses	46,041		10,773
General and administrative expenses	205,202		65,798
Total operating expenses	251,243	76,571
Loss from operations before provision for income taxes	(240,291)		(69,135)
Provision for income taxes	-	-
Net loss	$ (240,291)	$ (69,135)
Basic and diluted loss per common share	$ (0.02)	$ (0.01)
Basic and diluted weighted average common shares outstanding	11,477,196		10,722,765
See accompanying notes to financial statements.

ITEM 8. FINANCIAL STATEMENTS

~~F-3~~25

VODKA BRANDS CORP
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
	Common stock		Treasury stock				Total
	(no Par Value)		(no Par Value)		Subscription	Accumulated	stockholders'
	Shares	Amount	Shares	Amount	receivable	deficit	equity
Balance at April 17, 2014 (Inception)	-	$ -	-	$ -	$ -	$ -	$ -
Issuance of 10,010,000 shares of
common stock for trademarks	10,010,000	365	-	-	-	-	365
Issuance of 938,000 shares of
common stock	938,000	221,400	-	-	(31,000)	-	190,400
Issuance of 50,000 shares of
common stock for consulting services	50,000	15,000	-	-	-	-	15,000
Issuance of 20,000 shares of
common stock for rent	20,000	6,000	-	-	-	-	6,000
Issuance of 439,320 shares of
common stock for legal services	439,320	10,000	-	-	-	-	10,000
Net Loss	-	-	-	-	-	(69,135)	(69,135)
Balance at December 31, 2014	11,457,320	$ 252,765	-	$ -	$ (31,000)	$ (69,135)	$ 152,630
Issuance of 597,333 shares of
common stock	597,333	152,200	-	-	-	-	152,200
Issuance of 167,847 shares of
common stock for consulting and
professional services	167,847	43,200	-	-	-	-	43,200
Issuance of 10,000 shares of
common stock for rent	10,000	3,000	-	-	-	-	3,000
Issuance of 27,000 shares of
common stock for compensation	27,000	8,100	-	-	-	-	8,100
Repurchase of 463,167
shares of treasury stock	(463,167)	-	463,167	(35,000)	-	-	(35,000)
Cancelation of 463,167 shares of
shares of treasury stock	-	(35,000)	(463,167)	35,000	-	-	-
Collections on subscription receivable	-	-	-	-	20,000	-	20,000
Net Loss	-	-	-	-	-	(240,291)	(240,291)
Balance at December 31, 2015	11,796,333	$ 424,265	-	$ -	$ (11,000)	$ (309,426)	$ 103,839
See accompanying notes to financial statements.

PART I—FINANCIAL INFORMATION

~~F-4~~Item 1. Financial Statements

VODKA BRANDS CORP
STATEMENTS OF CASH FLOWS
		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Cash flows from operating activities:
Net loss	$ (240,291)	$ (69,135)
Adjustments to reconcile net loss to
net cash used by operating activities:
Legal expense paid with common stock	-	10,000
Prepaid rent and consulting expense paid
with common stock	56,683	4,250
Stock-based compensation	8,100	-
Depreciation and amortization expense	253	84
Changes in operating assets and liabilities:
Increase in accounts receivable	(452)	(7,155)
Increase in accounts receivable - related party	(23,850)	-
Increase in inventory	(57,755)	(8,690)
Increase in short-term advance- related party	(3,350)	-
Increase in accounts payable	32,882	1,501
(Decrease) increase in accounts payable - related party	(658)	6,359
(Decrease) increase in accrued expenses	(1,394)	1,394
Net cash used in operating activities	(229,832)	(61,392)
Cash flows from investing activities:
Purchase of fixed assets	(931)	-
Net cash used in investing activities	(931)	-
Cash flows from financing activities:
Payments received on subscription receivable	20,000	-
Proceeds from issuance of common stock	152,200	190,400
Purchase of treasury stock	(35,000)	-
Net cash provided by financing activities	137,200	190,400
Net (decrease) increase in cash	(93,563)	129,008
Cash, at beginning of period	129,008	-
Cash, at end of period	$ 35,445	$ 129,008
Supplemental disclosures of cash flow information:
Interest paid	$ 5	$ -
Supplemental disclosures of non-cash flow information:
Non-cash investing activities:
Common stock issued for trademarks	$ -	$ 365
Non-cash financing activities:
Common stock issued for consulting and rent	$ 46,200	$ 21,000
Common stock issued for legal services	-	10,000
Common stock issued for subscription receivable	-	31,000
Common stock issued for compensation	8,100	-
See accompanying notes to financial statements.

INDEX TO FINANCIAL STATEMENTS

~~F-5~~Report of Urish Popeck & Co., LLC, Independent Registered Public Accounting Firm

~~VODKA BRANDS CORP~~F-1

~~NOTES~~Balance TOSheets ~~FINANCIAL~~as ~~STATEMENTS~~of December 31, 2016 and 2015

~~Note 1~~ F- ~~Organization and Business~~2

~~Vodka~~Statements ~~Brands~~of ~~Corp~~Operations (for the ~~“Company”)~~years ~~was~~ended ~~incorporated on April 17, 2014 (Inception) as a Pennsylvania corporation with a year-end of~~ December 31., ~~The~~2016 ~~Company is primarily engaged in the import~~ and ~~distribution of alcoholic beverages. From Inception through March of~~ 2015, the Company imported its alcoholic beverages through a related party. The Company obtained its own import license in April 2015. The Company distributes in the United States. Its products are primarily sold to wholesale distributors as well as state alcohol beverage control agencies.

~~Note 2~~ F- ~~Going Concern~~3

~~These~~Statements ~~accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~Changes ~~applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities~~ in ~~the~~Stockholders' ~~normal~~Equity ~~course~~for ~~of business. For~~ the ~~year~~years ended December 31, ~~2015,~~2016 the Company had a net loss of $240,291. As of December 31, 2015, the Company has an accumulated deficit of $309,426. Due to the start-up nature of the Company, the Company expects to incur additional operating losses in the immediate future. Given the operating loss and expected future operating losses, the Company’s ability to realize its assets and discharge its liabilities depends on its ability to generate cash from capital financing and generate future profitable operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2015

The Company is planning on obtaining additional financing through the issuance of equity or debt. To the extent that the funds generated from any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital through other channels.F-4

~~Note~~Statements 3of -Cash ~~Summary~~Flows offor ~~Significant~~the ~~Accounting~~years ~~Policies~~ended December 31, 2016 and 2015

~~Basis of Presentation~~F-5

~~These~~Notes ~~financial~~to ~~statements~~the ~~are~~Financial ~~presented in U.S. dollars and are prepared in accordance with U.S. GAAP.~~ Statements

~~Use of Estimates~~F-6

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's significant accounting policies are those that are both most important to the Company's financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. Significant estimates include the allowance for doubtful accounts and valuation of trademarks.26

~~Revenue~~Report ~~Recognition~~of Independent Registered Public Accounting Firm

~~The~~Board ~~Company recognizes revenue when the customer takes ownership~~ of ~~the~~Directors ~~applicable goods~~ and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of a sale exists and the sales price is fixed or determinable. For the Company, title passes when delivery has occurred.Stockholders

~~F-6~~Vodka Brands Corp

~~Concentrations~~Pittsburgh, ~~of Credit Risk~~PA

~~Financial~~We ~~instruments~~have ~~that~~audited ~~subject~~ the ~~Company~~accompanying tobalance ~~concentrations~~sheets of ~~credit~~Vodka ~~risk~~Brands ~~consist~~Corp ~~primarily~~(the Company) as of ~~cash~~December 31, ~~accounts~~2016 ~~receivable~~and 2015 and the related statements of operations, ~~accounts~~changes ~~payable~~in stockholders’ equity, and ~~accrued~~cash ~~expenses~~flows ~~and~~for ~~approximate~~the ~~their~~years ~~fair~~then ~~value~~ended. These ~~due~~financial tostatements are the ~~short~~responsibility ~~maturities~~ of ~~those~~the ~~instruments~~Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Cash~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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, 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.

~~The~~In ~~Company~~our ~~maintains~~opinion, ~~its~~the ~~cash~~financial instatements ~~non-interest~~referred ~~bearing~~to ~~accounts~~above atpresent ~~various~~fairly, ~~banking~~in ~~institutions~~all ~~that~~material ~~are~~respects, ~~insured by~~ the ~~Federal~~financial ~~Deposit~~position ~~Insurance~~of ~~Company~~Vodka upBrands toCorp ~~$250,000. The~~at ~~Company’s~~December ~~deposits may~~31, ~~from~~2016 ~~time~~and ~~to time~~2015, ~~exceed~~and the ~~$250,000~~results ~~limit;~~of ~~however,~~its ~~management~~operations ~~believes~~and ~~that~~its ~~there~~cash isflows nofor ~~unusual~~the ~~risk~~years ~~present~~then ended, asin ~~the~~conformity ~~Company~~with ~~places~~accounting ~~its~~principles ~~cash~~generally ~~with~~accepted ~~financial~~in ~~institutions~~the ~~which~~United ~~management~~States ~~considers being~~ of ~~high quality~~America.

~~Accounts~~The ~~Receivable~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has incurred operating losses since inception and has an accumulated deficit at December 31, 2016. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The allowance for doubtful accounts is the Company’~~/s/ ~~best~~Urish ~~estimate~~Popeck of& ~~the amount of probable credit losses in the Company’s existing accounts receivable~~Co. The Company determines the allowance based on management’s experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is remote. The allowance for doubtful accounts was $- as of December 31, ~~2015 and 2014. The Company does not have any off-balance-sheet credit exposure related to its customers. Collections on accounts receivable previously written off are included in income as received.~~LLC

~~Inventory~~Pittsburgh, PA

~~Inventories~~April ~~are stated at the lower of cost~~18, as2017 determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and condition. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. Management writes down the inventories to market value if it is below cost. Management regularly evaluates the composition of the Company’s inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

~~Property, plant and equipment~~F-1

Property, plant and equipment, are stated at cost less depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.


VODKA BRANDS CORP
BALANCE SHEETS

	December 31,
	2016	2015

Assets

Current assets:
Cash	$ 10,574	$ 35,445
Accounts receivable, net	24,566	7,607
Accounts receivable, net - related party	6,092	23,850
Prepaid insurance and consulting fees	208	6,267
Inventory	78,771	66,445
Short-term advance - related party	-	3,350
Total current assets	120,211	142,964

Property, plant and equipment, net
Office equipment	931	931
Less: accumulated depreciation	(329)	(141)
Total property, plant and equipment, net	602	790

Other assets, net
Trademarks	1,125	1,125
Accumulated amortization	(1,069)	(956)
Total other assets, net	56	169

Total assets	$ 120,869	$ 143,923

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable	$ 43,539	$ 34,383
Accounts payable - related party	11,481	5,701
Advance - related party	55,053	-
Accrued expenses	9,718	-
Total current liabilities	119,791	40,084

Commitments and contingencies

Stockholders' equity
Common stock, no par value, 100,000,000 shares authorized;
12,352,333 issued and 12,342,333 shares outstanding
as of December 31, 2016 and 11,796,333 shares issued
and outstanding as of December 31, 2015	590,955	424,265
Treasury stock, at cost 10,000 and 0 shares at December 31, 2016 and 2015, respectively.	(3,000)	-
Subscription receivable	(11,000)	(11,000)
Accumulated deficit	(575,877)	(309,426)
Total stockholders' equity	1,078	103,839

Total liabilities and stockholders' equity	$ 120,869	$ 143,923
The accompanying notes are an integral part of the financial statements.

~~Depreciation of property, plant and equipment is calculated based on cost, less their estimated residual value, if any, using the straight~~F-~~line method over their estimated useful lives.~~2

Trademarks


VODKA BRANDS CORP
STATEMENTS OF OPERATIONS


	Years ended December 31,
	2016	2015
Sales	$ 47,265	$ 37,632
Cost of sales	36,212	26,680
Gross profit	11,053	10,952

Operating expenses
Selling expenses	29,442	46,041
Professional fees	104,496	101,509
Consulting fees	98,614	75,196
General and administrative expenses	44,952	28,497
Total operating expenses	277,504	251,243

Loss from operations before provision for income taxes	(266,451)	(240,291)

Provision for income taxes	-	-

Net loss	$ (266,451)	$ (240,291)

Basic and diluted loss per common share	$ (0.02)	$ (0.02)

Basic and diluted weighted average common shares outstanding	12,063,113	11,477,196

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

Trademarks represent the trade names contributed by the founder through his wholly owned company Trademark Holdings, LLC. The four trademarks are Blue Diamond, Diamond Girl, Blue Crystal and White Crystal. Trademarks are initially measured at the carryover basis of the founder. Amortization of the trademarks is calculated based upon cost using a straightF-~~line method over their estimated useful lives from registration and are stated at a historical cost.~~ 3

F-7


VODKA BRANDS CORP
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

	Common stock		Treasury stock				Total
	(no Par Value)		(at cost)		Subscription	Accumulated	stockholders'
	Shares	Amount	Shares	Amount	receivable	deficit	equity

Balance at December 31, 2014	11,457,320	$ 252,765	-	-	$ (31,000)	$ (69,135)	$ 152,630

Issuance of 597,333 shares of
common stock	597,333	152,200	-	-	-	-	152,200

Issuance of 167,847 shares of
common stock for consulting and
professional services	167,847	43,200	-	-	-	-	43,200

Issuance of 10,000 shares of
common stock for rent	10,000	3,000	-	-	-	-	3,000

Issuance of 27,000 shares of
common stock for compensation	27,000	8,100	-	-	-	-	8,100

Repurchase of 463,167 shares of
treasury stock, at cost	(463,167)	-	463,167	(35,000)	-	-	(35,000)

Cancellation of 463,167 shares of
treasury stock, at cost	-	(35,000)	(463,167)	35,000	-	-	-

Collections on subscription receivable	-	-	-	-	20,000	-	20,000

Net Loss	-	-	-	-	-	(240,291)	(240,291)

Balance at December 31, 2015	11,796,333	$ 424,265	-	$ -	$ (11,000)	$ (309,426)	$ 103,839

Issuance of 507,000 shares of
common stock	507,000	151,990	-	-	-	-	151,990

Issuance of 13,000 shares of
common stock for consulting and
professional services	13,000	3,900	-	-	-	-	3,900

Issuance of 36,000 shares of
common stock for compensation	36,000	10,800	-	-	-	-	10,800

Repurchase of 10,000 shares of
common stock, at cost	(10,000)	-	10,000	(3,000)	-	-	(3,000)

Net Loss	-	-	-	-	-	(266,451)	(266,451)

Balance at December 31, 2016	12,342,333	$ 590,955	10,000	$ (3,000)	$ (11,000)	$ (575,877)	$ 1,078

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

~~Impairment of Long~~F-~~Lived Assets~~4

In accordance with Financial Accounting Standards Board (“FASB”) ASC 360, Long-Lived Assets, such as property, plant and equipment and intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company determined that there was no impairment at December 31, 2015 and December 31, 2014.


VODKA BRANDS CORP
STATEMENTS OF CASH FLOWS
	Years ended December 31,
	2016	2015
Cash flows from operating activities:

Net loss	$ (266,451)	$ (240,291)

Adjustments to reconcile net loss to
net cash used by operating activities:
Prepaid rent and consulting expense paid with common stock	10,167	56,683
Stock-based compensation	10,800	8,100
Depreciation and amortization expense	301	253

Changes in operating assets and liabilities:
Decrease in accounts receivable	(16,959)	(452)
Decrease (increase) in accounts receivable - related party	17,758	(23,850)
Increase in prepaid expenses	(208)	-
Increase in inventory	(12,326)	(57,755)
Decrease (Increase) in short-term advance - related party	3,350	(3,350)
Increase in accounts payable	9,156	32,882
Increase (decrease) in accounts payable - related party	5,780	(658)
Increase (decrease) in accrued expenses	9,718	(1,394)
Net cash used in operating activities	(228,914)	(229,832)

Cash flows from investing activities:
Purchase of fixed assets	-	(931)
Net cash used in investing activities	-	(931)

Cash flows from financing activities:
Proceeds from advance - related party	58,700	-
Repayments on advance - related party	(3,647)	-
Payments received on subscription receivable	-	20,000
Proceeds from issuance of common stock	151,990	152,200
Purchase of treasury stock	(3,000)	(35,000)
Net cash provided by financing activities	204,043	137,200

Net decrease in cash	(24,871)	(93,563)

Cash, at beginning of period	35,445	129,008
Cash, at end of period	$ 10,574	$ 35,445

Supplemental disclosures of cash flow information:

Non-cash financing activities:
Common stock issued for consulting services and rent	$ 3,900	$ 46,200
Common stock issued for compensation	$ 10,800	$ 8,100
The accompanying notes are an integral part of the financial statements.

~~Advertising and Promotional Costs~~F-5

~~The~~VODKA ~~Company~~BRANDS ~~expenses advertising and promotional costs as incurred or the first time the advertising or promotion takes place, whichever is earlier, in accordance with the FASB ASC 720, Other Expenses.~~ CORP

~~Research~~NOTES ~~and~~TO ~~Development~~FINANCIAL ~~Costs~~STATEMENTS

~~The~~Note ~~Company~~1 ~~charges~~- ~~research~~Organization and ~~development costs to expense when incurred in accordance with the FASB ASC 730, Research and Development. Research and development costs were the following:~~Business

		April 17, 2014
		(Inception)
	Year ended December 31,	through December 31,
	2015	2014
Research and development	$ -	$ -

Vodka Brands Corp (the “Company” or “we”) was incorporated on April 17, 2014 (Inception) as a Pennsylvania corporation with a year-end of December 31. The Company is primarily engaged in the import and distribution of alcoholic beverages. From Inception through March of 2015, the Company imported its alcoholic beverages through a related party. The Company obtained its own import license in April 2015. The Company distributes in the United States. Its products are primarily sold to wholesale distributors as well as state alcohol beverage control agencies.

~~Income~~Note ~~Taxes~~2 - Going Concern

~~The~~These ~~Company~~accompanying ~~accounts~~financial ~~for~~statements ~~income~~have ~~taxes~~been prepared in accordance with ~~FASB~~accounting ~~ASC~~principles ~~740, Income~~generally ~~Taxes,~~ accepted in the United States of America (~~ASC~~“U.S. ~~740~~GAAP”) applicable to a going concern, which ~~requires~~assumes that ~~deferred~~the ~~tax~~Company will be able to realize its assets and discharge its liabilities bein ~~recognized~~the ~~for~~normal ~~future~~course ~~tax~~of ~~consequences~~business. ~~attributable~~For tothe ~~differences~~year ~~between~~ended ~~financial~~December ~~statement~~31, ~~carrying~~2016, ~~amounts~~the Company had a net loss of ~~existing~~$266,451. ~~assets~~As ~~and~~of ~~liabilities~~December ~~and~~31, ~~their~~2016, ~~respective~~the ~~tax~~Company ~~bases~~has an accumulated deficit of $575,877. InDue ~~addition~~to the start-up nature of the Company, ~~ASC~~the ~~740~~Company ~~requires~~expects ~~recognition~~to ofincur additional operating losses in the immediate future. Given ~~tax~~the ~~benefits,~~operating ~~such~~loss asand ~~carry~~expected ~~forwards~~future operating losses, the Company’s ability to ~~the~~realize ~~extent~~its ~~that~~assets ~~realization~~and ofdischarge ~~such~~its ~~benefits~~liabilities isdepends ~~more~~on ~~likely~~its ~~than~~ability ~~not~~to generate cash from capital financing and ~~that~~generate afuture ~~valuation~~profitable ~~allowance~~operations. beThese ~~provided~~conditions ~~when~~raise itsubstantial isdoubt ~~more~~about ~~likely~~the ~~than~~Company’s ~~not~~ability ~~that~~to ~~some~~continue ~~portion~~as ofa ~~the~~going ~~deferred~~concern. ~~tax~~The ~~asset~~financial ~~will~~statements do not beinclude ~~realized~~any adjustments that might result from the outcome of this uncertainty.

The Company ~~has~~is anplanning ~~accumulated~~on ~~deficit~~obtaining ~~and~~additional afinancing ~~loss~~through ~~from~~the ~~operations. Realization~~issuance of ~~the~~equity ~~net~~or ~~deferred~~debt. ~~tax~~To ~~asset~~the isextent ~~dependent~~that ~~upon~~the ~~taxable~~funds ~~income,~~generated iffrom any private placements, ~~the~~public ~~amount~~offerings and/or ~~timing~~bank offinancing ~~which~~ are ~~uncertain.~~insufficient ~~Accordingly~~or unsuccessful, the ~~net~~Company ~~deferred~~will ~~asset~~have ~~has~~to ~~been~~raise ~~offset~~additional byworking acapital ~~full~~through ~~valuation~~other ~~allowance~~channels.

~~The~~Note ~~Company~~3 ~~accounts for income taxes in interim periods in accordance with FASB ASC 740~~-~~270, Income~~ ~~Taxes~~Summary ~~- Interim Reporting. The Company has determined an estimated annual effective tax rate which will be revised, if necessary, as~~ of ~~the~~Significant ~~end~~Accounting of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.Policies

~~F-8~~Basis of Presentation

~~Basic~~These financial statements are presented in U.S. dollars and ~~Diluted~~are ~~Loss~~prepared ~~per~~in ~~Share~~accordance with U.S. GAAP.

~~The~~Use ~~Company reports loss per share in accordance with FASB ASC 260, Earnings per share. The Company’s basic earnings per share are computed using the weighted average number~~ of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the year ended December 31, 2015 and for the period April 17, 2014 (Inception) through December 31, 2014.Estimates

~~Comprehensive~~The ~~Income~~preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's significant accounting policies are those that are both most important to the Company's financial condition and results of operations and require the most difficult, subjective or complex judgments on the part of management in their application, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Because of the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. Significant estimates include the allowance for doubtful accounts, allowance for slow-moving and obsolete inventory, valuation of deferred tax assets, rebate reserve and valuation of trademarks.

~~Net loss is the Company’s only component of comprehensive income or loss for the year ended December 31, 2015 and for the period April 17, 2014 (Inception) through December 31, 2014.~~F-6

~~Stock-Based~~Revenue ~~Compensation~~Recognition

The Company ~~accounts~~recognizes ~~for~~revenue ~~stock-based~~when ~~compensation using~~ the ~~fair~~customer ~~value~~takes ~~provisions~~ownership of ~~ASC~~the ~~718, Compensation —~~applicable ~~Stock~~goods ~~Compensation that~~and ~~requires~~assumes ~~the~~risk ~~recognition~~ of ~~compensation expense~~loss, ~~using~~collection aof ~~fair-value~~the ~~based~~relevant ~~method,~~receivable ~~for~~is ~~costs~~probable, ~~related~~persuasive toevidence ~~all~~of ~~stock-based~~a ~~payments~~sale ~~including~~exists ~~stock options~~ and ~~restricted~~the ~~stock.~~sales ~~This~~price ~~topic~~is ~~requires~~fixed ~~companies~~or todeterminable. ~~estimate~~For the ~~fair~~Company, ~~value~~title ofpasses ~~the~~when ~~stock-based~~delivery ~~awards~~has onoccurred. ~~the~~Provisions ~~date of grant~~ for ~~options~~rebates ~~are issued~~ to ~~employees~~customers ~~and~~are ~~directors.~~provided ~~The~~for ~~Company~~in ~~uses~~the asame ~~Black-Scholes~~period ~~valuation~~the ~~model~~related assales ~~the~~are ~~most~~recorded. ~~appropriate~~We ~~valuation~~account ~~method~~ for ~~pricing~~rebates ~~these~~as ~~options.~~a ~~Awards~~reduction ~~for~~of ~~consultants~~revenue ~~are~~and ~~accounted~~accrue for ~~under~~the ~~ASC~~estimated ~~505-50, Equity~~potential ~~Based~~rebates. ~~Payments~~The toCompany ~~Non-Employees.~~recognized ~~Any~~a ~~compensation~~reduction ~~expense~~to ~~related~~revenue toof ~~consultants~~$1,505 isand ~~marked~~$-~~to-market~~ ~~over~~for the ~~applicable~~years ~~vesting~~ended ~~period~~December as31, ~~they~~2016 ~~vest.~~and ~~There~~2015, ~~are customary limitations on the sale or transfer of the stock~~respectively. ~~There~~At ~~were no stock options issued during the year ended~~ December 31, ~~2015~~2016 and ~~for~~2015, ~~the~~$350 ~~period~~and ~~April~~$- ~~17,~~were ~~2014~~accrued ~~(Inception)~~for ~~through~~customer ~~December 31, 2014~~incentives.

~~Persons~~Shipping ~~holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued~~ and ~~outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.~~ Handling

~~Related~~Shipping ~~Parties~~and handling costs relating to the delivery of the applicable goods are recorded in costs of sales.

~~Parties~~Concentrations are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of ~~the~~Credit Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions.Risk

~~All~~Financial ~~transactions~~instruments ~~shall~~that besubject ~~recorded~~the atCompany ~~fair~~to ~~value~~concentrations of ~~the~~credit ~~goods~~risk orconsist ~~services~~primarily ~~exchanged.~~of ~~Property~~cash, ~~purchased~~accounts ~~from~~receivable, aaccounts ~~related~~payable, ~~party~~and isaccrued ~~recorded~~expenses atand ~~the~~approximate ~~cost~~their tofair ~~the~~value ~~related~~due ~~party and any payment~~ to ~~or on behalf of~~ the ~~related~~short ~~party~~maturities ~~in excess~~ of ~~the~~those ~~cost is reflected as a distribution to related party~~instruments.

~~F-9~~Cash

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~maintains its cash in non-interest bearing accounts at various banking institutions that are insured by the Federal Deposit Insurance Company up to $250,000. The Company’s deposits may, from time to time, exceed the $250,000 limit; however, management believes that there is no unusual risk present, as the Company places its cash with financial institutions which management considers being of high quality.

InAccounts February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our financial statements.Receivable

InThe ~~January~~allowance ~~2016,~~for ~~the~~doubtful ~~FASB~~accounts ~~issued ASU~~is ~~2016-01,~~the ~~which~~Company’s ~~revises~~best estimate of the ~~guidance~~amount of probable credit losses in ~~ASC~~the ~~825-10, Recognition~~Company’s ~~and~~existing ~~Measurement~~accounts ofreceivable. ~~Financial~~The ~~Assets~~Company ~~and~~determines ~~Financial~~the ~~Liabilities,~~allowance ~~and provides~~based ~~guidance~~on ~~for~~historical ~~the~~experience. ~~recognition,~~Account ~~measurement,~~balances ~~presentation,~~are ~~and~~charged ~~disclosure~~off against the allowance after all means of ~~financial~~collection ~~assets~~have been exhausted and ~~liabilities.~~the ~~The~~potential ~~guidance~~for recovery is ~~effective~~remote. ~~for~~The ~~reporting~~allowance ~~periods~~for ~~(interim~~doubtful ~~and~~accounts ~~annual)~~was ~~beginning~~$- ~~after~~as of December 1531, ~~2017,~~2016 ~~for~~and ~~public companies~~2015. WeThe ~~are~~Company ~~currently~~does ~~assessing~~not ~~the~~have ~~potential~~any ~~impact~~off-balance-sheet ofcredit ~~this~~exposure ~~ASU~~related to its customers. Collections on ~~our~~accounts ~~financial~~receivable ~~position~~previously ~~and~~written ~~results~~off ofare ~~operations~~included in income as received.

In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40). This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The amendments contained in this ASU apply to all companies and not-for-profit organizations. The amendments are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company is currently assessing this ASU’s impact on the Company’s financial position, results of operations, and cash flows. We are currently evaluating what impact, if any, the adoption will have to the presentation of our financial statements and related disclosures, but do not expect it to have a material impact on our financial position, results of operations, or cash flows.Inventory

InInventories ~~June~~are ~~2014,~~stated at the ~~FASB~~lower ~~issued~~of ~~ASU No. 2014-10~~cost, ~~Development~~ ~~Stage~~as ~~Entities (Topic~~determined ~~915):~~on ~~Elimination~~a ofweighted ~~Certain~~average ~~Financial Reporting Requirements~~basis, ~~including~~or anmarket. ~~Amendment~~Costs toof ~~Variable~~inventories ~~Interest~~include ~~Entities~~purchase ~~Guidance~~and inrelated ~~Topic~~costs ~~810,~~incurred ~~Consolidation. The amendments~~ in ~~this~~bringing ~~Update remove~~ the ~~definition~~products ofto atheir ~~development~~present ~~stage~~location ~~entity~~and ~~from~~condition. ~~the~~Market ~~Master~~value ~~Glossary~~is ofdetermined ~~the~~by ~~Accounting~~reference ~~Standards~~to ~~Codification,~~selling ~~thereby~~prices ~~removing~~after the ~~financial~~balance ~~reporting~~sheet ~~distinction~~date ~~between~~or ~~development~~to ~~stage~~management’s ~~entities~~estimates ~~and~~based ~~other~~on ~~reporting~~prevailing ~~entities~~market ~~from U~~conditions.S. ~~GAAP.~~Management ~~For~~writes ~~public~~down ~~business~~the ~~entities,~~inventories ~~those~~to ~~amendments~~market ~~are~~value ~~effective~~if ~~for~~it ~~annual~~is ~~reporting~~below ~~periods beginning after December 15, 2014, and interim periods therein~~cost. ~~Early~~Management ~~application~~regularly ofevaluates ~~each of~~ the ~~amendments~~composition isof ~~permitted for any annual reporting period or interim period for which~~ the ~~entity~~Company’s ~~financial~~inventories ~~statements~~to ~~have~~identify ~~not~~slow-moving ~~yet~~and ~~been~~obsolete ~~issued.~~inventories ~~The~~to ~~Company~~determine ~~adopted~~if ~~this~~a ~~standard~~valuation ~~which~~allowance ~~did~~is ~~not~~required. ~~have~~The aallowance ~~material~~for ~~impact~~slow-moving onand ~~the~~obsolete ~~Company’s~~inventories ~~financial~~was ~~position,~~$- ~~results~~as of ~~operations~~December 31, or2016 ~~cash~~and ~~flows~~2015.

~~In May 2014~~Property, ~~the~~plant Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In July 2015, the FASB finalized a one year delay in the effective date of this standard, which will now be effective for the Company on January 1, 2018, however early adoption is permitted any time after the original effective date, which for us is January 1, 2017. We are evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures, but do not expect it to have a material impact on our financial position, results of operations, or cash flows.equipment

~~The~~Property, ~~Company~~plant ~~believes~~and ~~that~~equipment, ~~there~~are ~~were~~stated noat ~~other~~cost ~~accounting~~less ~~standards~~depreciation. ~~recently~~Cost ~~issued~~represents ~~that~~the ~~had~~purchase orprice ~~are~~of ~~expected~~the asset and other costs incurred to ~~have~~bring athe ~~material~~asset ~~impact~~into onits ~~our~~existing ~~financial~~use. ~~position~~Maintenance, orrepairs ~~results~~and betterments, including replacement of ~~operations~~minor items, are charged to expense; major additions to physical properties are capitalized.

F-107

~~Reclassification~~Depreciation of property, plant and equipment is calculated based on cost, less their estimated residual value, if any, using the straight-line method over their estimated useful lives and included in operating expenses.

~~Certain reclassifications have been made to prior year amounts to conform with the current year presentation.~~Trademarks

~~Note~~Trademarks 4represent the trade names contributed by the founder through his wholly owned company Trademark Holdings, LLC. The four trademarks are Blue Diamond, Diamond Girl, Blue Crystal and White Crystal. Trademarks are initially measured at the carryover basis of the founder. Amortization of the trademarks is calculated based upon cost using a straight-line ~~Common~~method ~~Stock~~over their estimated useful lives from registration and are stated at a historical cost. Amortization expense is included in operating expenses.

~~The~~Impairment ~~Articles~~ of ~~Incorporation~~Long-Lived ~~authorized Vodka Brands Corp to issue 100,000,000 shares of common stock with no par value.~~ Assets

~~Each~~In ~~share~~accordance ofwith ~~our~~Financial ~~common~~Accounting ~~stock~~Standards ~~entitles~~Board ~~the~~(“FASB”) ~~holder~~ASC to360, Long-Lived ~~one~~Assets, such ~~(1)~~as ~~vote~~property, ~~either~~plant inand ~~person~~equipment and intangibles are reviewed for impairment whenever events or bychanges ~~proxy,~~in atcircumstances ~~meetings~~indicate that the carrying amount of ~~shareholders. The~~an ~~shareholders~~asset ~~are~~may not ~~permitted~~be torecoverable. ~~vote~~Recoverability ~~their~~of ~~shares~~assets ~~cumulatively. Accordingly,~~to ~~the~~be ~~holders~~held ofand ~~more~~used ~~than~~is ~~fifty~~measured ~~percent~~by ~~(50%)~~a comparison of the ~~total~~carrying ~~voting~~amount ~~rights~~of onan ~~matters~~asset ~~presented~~ to ~~our~~future ~~common~~net ~~stockholders~~cash ~~can~~flows ~~elect~~expected ~~all~~to ofbe ~~our~~generated ~~directors~~by ~~and,~~the inasset. If such ~~event,~~assets ~~the~~are ~~holders~~considered ofto be impaired, the ~~remaining~~impairment ~~minority~~to ~~shares~~be ~~will~~recognized ~~not~~is bemeasured ~~able~~by tothe ~~elect~~amount ~~any~~by ~~such~~which ~~directors. The~~the ~~vote~~carrying amount of the ~~holders~~assets ofexceeds athe ~~majority~~fair value of the ~~holders~~assets. ~~entitled~~Assets to ~~vote~~be ondisposed ~~matters~~of ~~submitted~~are toreported ~~our~~at ~~common~~the ~~stockholders~~lower ~~including~~ of ~~our~~the ~~preferred~~carrying ~~stock~~amount ~~described~~or ~~below~~fair isvalue ~~sufficient~~less costs to ~~authorize,~~sell. ~~affirm,~~The ~~ratify,~~Company ordetermined ~~consent~~that tothere ~~such~~was ~~act~~no orimpairment ~~action,~~at ~~except~~December as31, ~~otherwise~~2016 ~~provided~~and ~~by law~~2015.

InAdvertising ~~April~~and ~~2014,~~Promotional 10,010,000 shares of common stock were issued to the initial founder as the consideration for assigning the Company the title of trademarks, which were owned by a company wholly owned by the founder. The trademarks were valued at its net book value of $365. In addition, the founder purchased 90,000 shares for cash of $27,000 at $0.30 per share in April of 2014Costs

~~From~~The ~~April~~Company ~~2014~~expenses ~~through~~advertising ~~December~~and ~~2014,~~promotional ~~348,000~~costs ~~shares~~as ofincurred ~~common~~or ~~stock~~the ~~were~~first ~~issued~~time ~~for~~the ~~cash~~advertising ofor ~~$104,400~~promotion attakes ~~$0.30~~place, ~~per~~whichever ~~share~~is earlier, ofin ~~which~~accordance ~~$11,000~~with ~~and~~the ~~$31,000~~FASB ~~remained~~ASC in720, Other ~~subscription~~Expenses. For ~~receivable~~the asyears ofended December 31, ~~2015~~2016 and ~~2014.~~2015 Anthe ~~additional~~Company ~~500~~recorded $28,~~000~~882 ~~shares~~and of$46,041 ~~common~~in ~~stock~~advertising ~~were~~and ~~issued~~promotional ~~for~~cost ~~cash~~which ofare ~~$90,000~~included atin ~~$0.18~~selling ~~per~~expenses ~~share~~in ~~to our Treasurer/Secretary of~~ the ~~Company’s~~accompanying ~~Board~~statements of ~~Directors~~operations.

~~From~~Research ~~April 2014 through December 2014, 70,000 shares of common stock were issued for services rendered~~ and ~~rent.~~Development ~~These 70,000 shares were valued at $0.30 per share. In April 2014, 439,320 shares of common stock were issued for legal services. These shares were valued at $10,000.~~Costs

~~From~~The ~~January~~Company ~~2015~~charges ~~through~~research ~~December~~and ~~2015,~~development ~~347,333~~costs ~~shares~~to ofexpense ~~the~~when ~~Company’s~~incurred ~~common~~in ~~stock~~accordance ~~were~~with ~~issued~~the ~~for~~FASB ~~cash~~ASC ~~of $104~~730,~~200~~ Research atand $0Development.30 ~~per~~Research ~~share.~~and ~~From~~development ~~January~~costs ~~2015 through December 2015, 150,000 shares of the Company’s common stock~~ were ~~issued~~$- for ~~cash~~the ofyears ~~$30,000~~ended ~~at $0.20 per share. From January 2015 through~~ December ~~2015~~31, ~~100,000~~2016 ~~shares~~and ~~of the Company’s common stock were issued for $18,000 at $0~~2015.~~18 per share to our Treasurer/Secretary of the Company’s Board of Directors.~~

~~From~~Income January 2015 through December 2015, 154,000 shares of common stock were issued for services and rent. These 154,000 shares were valued at $0.30 per share. An additional 23,847 shares of common stock were issued in connection with Hamilton & Associates Law Group, P.A. agreement.Taxes

The ~~common~~Company ~~shares~~accounts ~~issued~~for income taxes in accordance with FASB ASC 740, Income Taxes, (ASC 740) which requires that deferred tax assets and liabilities be recognized for ~~services~~future tax consequences attributable to differences between financial statement carrying amounts of existing assets and ~~rent~~liabilities ~~during~~and their respective tax bases. In addition, ASC 740 requires recognition of future tax benefits, such as carry forwards, to the ~~periods~~extent ~~were~~that ~~immediately~~realization ~~vested~~of ~~upon~~such ~~issuance.~~benefits ~~The~~is ~~service~~more likely than not and ~~rental~~that ~~period~~a ~~were~~valuation ~~varied~~allowance ~~from~~be ~~twelve~~provided ~~months~~when toit ~~eighteen~~is ~~months~~more ~~from~~likely ~~the~~than ~~date~~not that some portion of the ~~agreements~~deferred tax asset will not be realized.

OnThe ~~March 7, 2015 the~~ Company ~~entered~~has ~~into~~ an ~~employment~~accumulated ~~agreement~~deficit ~~with~~and ~~its~~a ~~Chief~~loss ~~Executive~~from ~~Officer (“CEO”)~~operations. Realization ~~Under the terms~~ of the ~~agreement,~~net ~~the~~deferred ~~CEO~~tax ~~will~~asset ~~earn~~is ~~36,000~~dependent ~~shares~~upon offuture ~~common~~taxable ~~stock for his services annually. The agreement was effective April 1~~income, ~~2015.~~if ~~From April 2015 through December 2015~~any, ~~27,000~~the ~~shares~~amount ofand ~~common~~timing ~~stock were issued as stock-based compensation. These 27,000 shares were valued at $8,100~~ of ~~compensation~~which atare $0uncertain.30 ~~per share. See Note 12. The agreement may terminate~~Accordingly, ~~at any time, by mutual agreement of both parties or~~ the ~~employment~~net ~~agreement~~deferred ~~period~~asset ~~terminates~~has ~~upon~~been ~~the~~offset ~~earliest~~by ofa ~~certain~~full ~~conditions~~valuation ~~or April 1, 2020~~allowance.

F-118

InThe ~~April~~Company ~~2015,~~evaluates the ~~Company~~tax ~~entered~~position ~~into~~for anrecognition ~~arrangement~~by todetermining ~~repurchase~~if ~~363,167~~the ~~shares~~weight of ~~common~~available ~~stock~~evidence ~~issued~~indicates ~~for~~that ~~legal~~it ~~services.~~is ~~The~~more ~~Company~~likely ~~paid~~than ~~$20~~not that the position will be sustained on audit,~~000~~ ~~for~~including ~~these~~resolution ~~shares~~of related appeals or litigation processes, if any. In ~~August~~the ~~2015~~second step, the Company ~~entered~~measures ~~into~~the antax ~~arrangement~~benefit toas ~~repurchase~~ the ~~remaining~~largest ~~100,000~~amount ~~shares~~that ofis ~~common~~more ~~stock~~than ~~issued~~50% ~~for~~likely ~~legal~~of ~~services.~~being ~~The~~realized ~~Company~~upon ~~paid~~settlement. ~~$10,000~~As ~~for~~of ~~these~~December ~~shares.~~31, In2016 ~~September~~and 2015, ~~the~~there ~~Company~~were ~~executed~~no uncertain tax positions with a ~~cancellation~~more ~~resolution~~than 50% likelihood of ~~the~~being ~~463,167~~realized ~~repurchased~~upon ~~shares~~settlement. The ~~cancelation~~Company isclassifies ~~reflected~~interest and penalties related to unrecognized tax benefits as a ~~reduction~~component ~~common~~of ~~stock~~income attax ~~the~~expense. ~~price~~There ~~paid~~were ofno ~~$35,000~~such expenses in 2016 or 2015.

~~Note~~Basic 5and -Diluted ~~Income~~Loss ~~Tax~~per Share

The Company ~~has~~reports ~~operating~~loss ~~losses~~per ~~that~~share ~~may~~in beaccordance ~~applied~~with ~~against~~FASB ~~future~~ASC ~~taxable~~260, Earnings ~~income~~per share. The ~~potential~~Company’s ~~tax~~basic ~~benefits~~earnings ~~arising~~per ~~from~~share ~~these~~are ~~loss~~computed ~~carry~~using ~~forwards,~~the ~~which~~weighted ~~expire~~average ~~beginning~~number inof shares outstanding for the ~~year~~periods ~~2034,~~presented. ~~are~~Diluted ~~offset~~earnings byper ashare ~~valuation~~are ~~allowance~~computed ~~due~~based toon the ~~uncertainty~~assumption ofthat ~~profitable~~any ~~operations~~dilutive inoptions ~~the~~or ~~future~~warrants were converted or exercised. ~~The~~ ~~cumulative~~Dilution ~~net~~is ~~operating~~computed ~~loss~~by ~~carry~~applying ~~forward~~the astreasury ofstock ~~December~~method. Under 31this method, ~~2015~~the ~~was~~Company’s ~~$153~~outstanding stock warrants are assumed to be exercised,~~717~~ and ~~$14,935~~funds asthus ofobtained ~~December~~were ~~31,~~assumed ~~2014. The~~to ~~U.S.~~be ~~federal~~used ~~statutory~~to ~~tax~~purchase ~~rate~~common isstock 35at the average market price during the period.~~00%.~~ There were no dilutive instruments outstanding during the years ended December 31, 2016 and 2015.

~~The~~Treasury ~~significant components of the deferred tax assets are as follows:~~Stock

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Loss carry forwards	$ (63,783)	$ (6,197)
Less: Valuation allowance	63,783	6,197
Total net deferred tax asset	$ -	$ -

The Company accounts for treasury stock using the cost method. There were 10,000 shares of treasury stock at historical cost of $3,000 at December 31, 2016. There were no treasury shares at December 31, 2015.

~~The~~Comprehensive Company’s tax years open to examination begin with the 2014 federal and state income tax returns. The Company’s policy is to record estimated interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company has not recognized any interest or penalties for the underpayment of income taxes or unrecognized tax benefits.Income

ANet ~~reconciliation~~loss ofis ~~income~~the ~~taxes~~Company’s atonly ~~the~~component ~~U.S.~~of ~~federal~~comprehensive ~~statutory~~income ~~rate~~or toloss for the ~~effective~~year ~~tax~~ended ~~rate~~December ~~for~~31, ~~income~~2016 ~~taxes~~and ~~is as follows:~~2015.

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Federal tax benefit at statutory rate	(35.00%)	(35.00%)
Non-deductible professional expenses	17.60%	27.44%
State tax benefit, net of federal benefits	(3.23%)	(1.40%)
Net changes in valuation allowance	20.63%	8.96%
Effective tax rate	0.00%	0.00%

Stock-Based Compensation

~~Note~~The 6Company accounts for stock-based ~~Related~~compensation ~~Party~~using ~~Transactions~~the fair value provisions of ASC 718, Compensation — Stock Compensation that requires the recognition of compensation expense, using a fair-value based method, for costs related to all stock-based payments including stock options and restricted stock. This topic requires companies to estimate the fair value of the stock-based awards on the date of grant for options are issued to employees and directors. The Company uses a Black-Scholes valuation model as the most appropriate valuation method for pricing these options. Awards for consultants are accounted for under ASC 505-50, Equity Based Payments to Non-Employees. Any compensation expense related to consultants is marked-to-market over the applicable vesting period as they vest. There are customary limitations on the sale or transfer of the stock. There were no stock options issued during the years ended December 31, 2016 and 2015.

OnPersons ~~April~~holding 20restricted securities, ~~2014~~including ~~the~~affiliates, ~~Company~~must ~~purchased~~hold ~~inventory~~their ~~from~~shares ~~Beverage~~for ~~Brands,~~a ~~Inc~~period of at least six months. The Company’s Chief Executive Officer (“~~BBI~~CEO”) ~~which~~may isnot ~~wholly~~sell ~~owned~~more bythan ~~the~~one ~~CEO,~~percent inof the ~~amount~~total ofissued ~~$25~~and outstanding shares in any 90-day period,~~502.~~ ~~This~~and ~~amount~~must ~~represents~~resell the ~~cost~~shares ofin ~~the~~an ~~inventory~~unsolicited tobrokerage ~~BBI~~transaction at the market price.

FShort-12term advance – related party

InThe ~~addition, BBI paid third parties for storage and administrative services on behalf of the~~ Company. ~~These~~had ~~amounts~~advanced ~~were~~cash ~~charged~~payments to ~~cost~~a ofcontractor ~~sales.~~for ~~The~~future ~~total~~service ~~amount~~obligations ~~expensed~~of ~~was~~ $3,~~841~~350 ~~and~~at ~~$2,922 for the year ended~~ December 31, 2015. ~~for~~The ~~the~~Company ~~period~~recognized ~~April~~this ~~17,~~amount ~~2014~~as ~~(Inception)~~an ~~through~~expense ~~December~~during ~~31,~~2016 ~~2014,~~upon ~~respectively.~~the Incompletion ~~September~~of ~~2015,~~ the ~~storage~~service ~~services~~obligations. ~~were~~There ~~invoiced~~was ~~directly~~no toamount ~~the~~outstanding ~~Company.~~as At of December 31, ~~2015 and 2014, the Company owed $5,201 and $6,359 to this related party and these amounts are included in accounts payable - related party~~2016.

Effective April 28, 2015 the Company executed a consulting agreement with a consultant who is an affiliate with BBI. The Company compensates $1,000 per month to the consultant and requires a minimum of fifty hours of services per month. The agreement may terminate, at any time, by written notice of the Company. At December 31, 2015, the Company advanced this consultant $3,350 for future services which are expected to be performed within one year. The total fees incurred related to this consultant were $14,700 and $F- ~~for the year ended December 31, 2015 and for the period April 17, 2014 (Inception) through December 31, 2014. The fees are included in consulting fees. See Note 11.~~9

~~The~~Related Company has an informal consulting agreement with a consultant who performs services as the Company’s interim Chief Financial Officer (“CFO”). The total amount expensed was $3,150 and $- for the year ended December 31, 2015 and for the period April 17, 2014 (Inception) through December 31, 2014, respectively. The expense is reflected in professional fees. See Note 11. At December 31, 2015 and 2014, the Company owed $500 and $- to this related party and these amounts are included in accounts payable - related party.Parties

~~See~~Parties ~~additional~~are ~~transactions~~considered ~~with~~to be related to the Company if the parties, indirectly ~~Note~~or 4indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and ~~Note~~its 8management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company has disclosed all related party transactions.

~~Note~~Recent 7Accounting ~~- Concentrations~~Pronouncements

~~The~~In ~~Company’s~~August ~~revenues~~2016, ~~include~~the ~~two~~Financial ~~major~~Accounting ~~customers~~Standards Board (“FASB”) issued ASU 2016-15, Statement ~~the~~of ~~Commonwealth~~Cash Flows (Topic 230): Classification of ~~Pennsylvania~~Certain Cash Receipts and ~~the~~Cash ~~Mississippi~~Payments, which ~~Department~~amends ofASC ~~Revenue~~230, ~~which~~to ~~account~~clarify ~~for~~guidance on ~~100%~~the classification of ~~revenues~~certain ~~for~~cash ~~year~~receipts ~~ended~~and ~~December~~payments ~~31,~~in ~~2015. For~~ the ~~period~~statement ~~April~~of ~~17,~~cash ~~2014~~flows. ~~(Inception)~~The ~~through~~FASB ~~December~~issued ~~31,~~ASU ~~2014~~2016-15 with the ~~Company~~intent ~~had~~of ~~one~~reducing ~~major~~diversity ~~customer,~~in ~~the~~practice ~~Commonwealth~~with respect to eight types of ~~Pennsylvania,~~cash ~~which~~flows. ~~accounted~~This guidance is effective for ~~100%~~fiscal ofyears ~~the~~beginning ~~revenues~~after December 15, 2017, including interim periods within those fiscal years. ~~Outstanding~~Early adoption ~~accounts~~is ~~receivable~~permitted. ~~from~~This ~~these~~new ~~customers~~standard ~~amounted~~will tonot have a material impact on the ~~following:~~presentation of our financial statements, financial position, results of operations, cash flows or related disclosures.

		December 31, 2015		December 31, 2014
Accounts receivable		$ 7,607		$ 7,155

During March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation - Stock Compensation. The objective of this update is part of the FASB’s Simplification Initiative as it applies to several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The effective date of the update is for fiscal years beginning after December 15, 2016 and interim periods within that reporting period Early adoption was permitted. We will adopt this standard effective January 1, 2017. The adoption will not have a material impact on the presentation of our financial statements, financial position, results of operations, cash flows or related disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842). The ~~Company~~new ~~imports~~standard ~~and~~establishes ~~distributes~~a ~~alcoholic~~right-of-use ~~beverages~~(ROU) ~~from~~model ~~one~~that ~~supplier~~requires ~~which~~a ~~accounted~~lessee to record a ROU asset and a lease liability on the balance sheet for ~~100%~~all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the ~~Company’s~~income ~~purchases~~statement. The new standard is effective for ~~the~~fiscal ~~year~~years ~~ended~~beginning after December 3115, ~~2015~~2018, ~~and~~including interim periods within those fiscal years. A modified retrospective transition approach is required for ~~the~~lessees ~~period~~for ~~April~~capital 17and operating leases existing at, ~~2014~~or ~~(Inception)~~entered ~~through~~into ~~December~~after, 31the beginning of the earliest comparative period presented in the financial statements, ~~2014. All~~with ~~purchases~~certain ~~require~~practical ~~prepayment~~expedients ~~terms~~available. ~~Accounts~~This ~~payable~~new tostandard ~~this~~will ~~vendor~~not ~~amounted~~have toa $-material asimpact on the presentation of ~~December~~our 31financial statements, ~~2015~~financial ~~and~~position, ~~2014~~results of operations, cash flows or related disclosures.

~~Note~~In 8January 2016, the FASB issued ASU 2016-01, ~~Commitments~~which revises the guidance in ASC 825-10, Recognition and ~~Contingencies~~Measurement of Financial Assets and Financial Liabilities, and provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The guidance is effective for reporting periods (interim and annual) beginning after December 15, 2017, for public companies. We are currently evaluating the impact of our pending adoption of the new standard on our financial statements and do not expect a significant impact on our financial statements, financial position, results of operations, cash flows or related disclosures.

~~Control by principal stockholder and CEO~~F-10

~~The~~In ~~CEO~~November ~~owns~~2015, ~~beneficially~~the ~~and~~FASB inissued ~~the~~ASU ~~aggregate~~2015-17, Balance ~~the~~Sheet ~~majority~~Classification of ~~the~~Deferred ~~common~~Taxes, ~~shares~~which ofwill ~~the~~require ~~Company~~entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. ~~Accordingly,~~The ASU simplifies the ~~CEO~~current ~~has~~guidance, ~~the~~which ~~ability~~requires entities to ~~control~~separately ~~the~~present ~~approval~~DTAs ofand ~~most~~DTLs ~~corporate~~as ~~actions~~current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for financial statements issued for annual periods beginning after December 15, ~~including~~2016 ~~approving~~(and ~~significant~~interim ~~expenses~~periods within those annual periods), ~~increasing~~or January 1, 2017 for the ~~authorized~~Company. ~~capital~~Early ~~stock~~adoption ~~and~~was ~~the~~permitted. ~~dissolution,~~ASU ~~merger~~2015-17 may be either applied prospectively to all deferred tax assets and liabilities or ~~sale~~retrospectively to all periods presented. There will be no impact on our results of operations as a result of the ~~Company's~~adoption ~~assets~~of ASU 2015-17.

~~Reliance~~In onJuly 2015, ~~other~~the ~~parties~~FASB issued ASU No. 2015-11, Inventory, Simplifying the Measurement of Inventory. The amended guidance requires that inventory be measured at the lower of cost and ~~related~~net ~~parties~~realizable value. The amended guidance is limited to inventory measured using the first-in, first-out (“FIFO”) or average cost methods and excludes inventory measured using last-in, first-out (“LIFO”) or retail inventory methods. ASU 2015-11 is effective for fiscal years, and interim periods, beginning after December 15, 2016, or January 1, 2017 for the Company. Early adoption is permitted. The adoption of ASU 2015-11 is not expected to have a material impact on the Company’s financial position or results of operations.

~~The~~In ~~Company~~August ~~currently~~2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern (Subtopic 205-40). This standard is ~~primarily~~intended ~~engaged~~to indefine ~~the~~management’s ~~business~~responsibility ofto ~~importing~~evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and ~~distributing~~to ~~alcoholic~~provide ~~beverages~~related footnote disclosures. The amendments contained in ~~the~~this ~~United~~ASU ~~States~~apply to all companies and not-for-profit organizations. ~~However,~~The ~~from~~amendments ~~April~~are ~~17,~~effective ~~2014~~for ~~(Inception)~~the ~~through~~annual ~~March~~period ~~2015~~ending after December 15, ~~the~~2016, and for annual and interim periods thereafter. The Company ~~did~~adopted ~~not~~this ~~have~~guidance aon ~~permit~~December to31, ~~import~~2016 and ~~distribute~~management ~~alcoholic~~assessed ~~beverages~~the inentity’s ability to continue as a going concern. After considering the ~~United~~Company’s ~~States~~historical negative cash flow from operating activities, ~~nor~~recurring ~~did~~losses itand ~~have~~accumulated adeficit ~~permit~~management concluded that there is substantial doubt about the entities ability to ~~distribute~~continue ~~alcoholic~~as ~~beverages~~a ~~within~~going concern. Certain disclosures were added to comply with the ~~United~~disclosure ~~States~~requirements of the ASU.

FIn May 2014, the FASB issued Accounting Standards Update No. 2014-1309, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In July 2015, the FASB finalized a one year delay in the effective date of this standard, which will now be effective for the Company on January 1, 2018, however early adoption is permitted any time after the original effective date. We are evaluating the effect that ASU 2014-09 will have on our financial statements and related disclosures, but do not expect it to have a material impact on our financial position, results of operations, or cash flows.

~~The~~In ~~Company~~August ~~contracted~~2015, ~~with~~the ~~BBI~~FASB issued ASU 2015-14, towhich ~~import~~defers ~~alcoholic~~the ~~beverages~~effective ~~from~~date ~~Europe~~of toASU 2014-09 for all entities by one year. Accordingly, public business entities should apply the Uguidance in ASU 2014-09 to annual reporting periods (including interim periods within those periods) beginning after December 15, 2017.S Early adoption is permitted but not before annual periods beginning after December 15, 2016. ~~under~~The ~~BBI’s~~standard ~~federal~~permits ~~importing~~the ~~permit~~use of the retrospective or the modified approach method. ~~Once~~We ~~imported~~have not yet selected a transition method, and are currently in the ~~inventory~~process isof ~~stored~~evaluating inthe aimpact ~~bonded~~of ~~warehouse~~adoption ~~operated~~of bythis ASU on our financial statements and disclosures, but do not expect it to have a ~~third~~material ~~party~~impact ~~licensed~~on byour ~~the~~financial ~~federal~~position, ~~government~~results of operations, or cash flows. We will adopt ASU 2014-09 on January 1, 2018.

~~When~~The ~~the~~ Company ~~sells~~believes ~~alcoholic~~that ~~beverages~~there towere ~~its~~no ~~customer,~~other ~~the~~accounting ~~Pennsylvania~~standards ~~Liquor~~recently ~~Control~~issued ~~Board,~~that ithad ~~uses~~or aare ~~third~~expected ~~party who has an alcoholic beverage sale permit in the U.S.,~~ to ~~enter~~have ~~into purchase orders with the customer. The third party would not transact with the Company until the federal importing permit was obtained. Therefore, BBI acted as~~ a ~~conduit~~material ~~between~~impact ~~the~~on ~~Company~~our ~~and~~financial ~~the~~position ~~third party. There were no fees~~ or ~~expenses~~results ~~paid~~of ~~to or retained by BBI with regards to this arrangement.~~operations

~~In April 2015, the Company obtained its own federal importing permit.~~Reclassification

~~When~~Certain ~~the~~reclassifications ~~Company~~have ~~sells~~been ~~alcoholic~~made ~~beverages~~ to ~~its~~prior ~~customer,~~year ~~the~~amounts ~~Mississippi Department of Revenue, the alcoholic beverages are sent~~ to aconform ~~bailment~~with ~~warehouse, operated by~~ the ~~Mississippi~~current ~~Department~~year ~~of Revenue~~presentation. ~~The Company maintains ownership of the alcoholic beverages while in the bailment warehouse, without fee, until final withdraw by the Mississippi Department of Revenue.~~

When the alcoholic beverage leaves the bonded warehouse, the Company retains a third party as a customer broker to process the paper work with United States Customs and advance the federal tax payment for the alcoholic beverage sold. Payment of the tax is due as the product leaves the bonded warehouse.F-11

Note 94 –- ~~Property,~~Common ~~plant and equipment~~Stock

The ~~net~~Articles ~~book~~of ~~value~~Incorporation ~~related~~authorized Vodka Brands Corp to ~~this~~issue ~~property~~100,000,000 ~~plant~~shares ~~and~~of ~~equipment~~common ~~was~~stock ~~the~~with ~~following:~~no par value.

	December 31, 2015	December 31, 2014
Cost	$ 931	$ -
Accumulated depreciation	(141)	-
Property, plant and equipment, net	$ 790	$ -

Each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our preferred stock described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

~~Depreciation~~From January 2015 through December 2015, 347,333 shares of ~~these~~the ~~assets~~Company’s ~~are~~common asstock ~~follows:~~were issued for cash of $104,200 at $0.30 per share. From January 2015 through December 2015, 150,000 shares of the Company’s common stock were issued for cash of $30,000 at $0.20 per share. From January 2015 through December 2015, 100,000 shares of the Company’s common stock were issued for $18,000 at $0.18 per share to our Treasurer/Secretary of the Company’s Board of Directors.

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Depreciation	$ 141	$ -

From January 2015 through December 2015, 154,000 shares of common stock were issued for services and rent. These 154,000 shares were valued at $0.30 per share. An additional 23,847 shares of common stock were issued in connection with Hamilton & Associates Law Group, P.A. agreement.

~~The~~On ~~estimated~~March ~~useful~~7, ~~lives~~2015 the Company entered into an employment agreement with its Chief Executive Officer (“CEO”). Under the terms of the ~~assets~~agreement, ~~are~~the CEO will earn 36,000 shares of common stock for his services annually. The agreement was effective April 1, 2015. From April 2015 through December 2015, 27,000 shares of common stock were issued as ~~follows:~~stock-based compensation. These 27,000 shares were valued at $8,100 of compensation at $0.30 per share. See Note 12. The agreement may terminate, at any time, by mutual agreement of both parties or the employment agreement period terminates upon the earliest of certain conditions or April 1, 2020.

~~Office~~In ~~equipment~~April ~~and~~2015, ~~furniture 3-5~~the ~~years~~Company entered into an arrangement to repurchase 363,167 shares of common stock issued for legal services. The Company paid $20,000 for these shares. In August 2015, the Company entered into an arrangement to repurchase the remaining 100,000 shares of common stock issued for legal services. The Company paid $15,000 for these shares. In September 2015, the Company executed a cancellation resolution of the 463,167 repurchased shares. The cancelation is reflected as a reduction of common stock at the price paid of $35,000.

~~Note~~From January 1, 2016 through December 31, 2016, 36,000 shares of common stock were issued as stock-based compensation. These 36,000 shares were valued at $10,800 –of ~~Trademarks~~compensation at $0.30 per share in connection with the employment agreement with the Company’s CEO. See Note 12.

~~The~~From ~~net~~January ~~book~~1, ~~value~~2016 ~~related~~through toDecember ~~these~~2016, ~~trademarks~~507,000 ~~was~~shares ~~the~~of ~~following:~~common stock were issued for cash of $151,990 at $0.30 per share.

	December 31, 2015	December 31, 2014
Cost	$ 1,125	$ 1,125
Accumulated amortization	(956)	(844)
Trademarks, net	$ 169	$ 281

From January 1, 2016 through December 2016, 13,000 shares of common stock were issued for services. The 13,000 shares were valued at $0.30 per share.

~~F-14~~The common shares issued for services and rent during the periods were immediately vested upon issuance. The service and rental period were varied from twelve months to eighteen months from the date of the agreements.

~~Amortization expense related to these trademarks was the following:~~F-12

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Amortization	$ 112	$ 84

Note 5 - Income Tax

The Company ~~did~~has ~~not~~operating ~~incur~~losses ~~costs~~that tomay ~~renew~~be orapplied ~~extend~~against ~~the~~future ~~term~~taxable ofincome. The ~~the~~potential ~~trademarks~~tax ~~during~~benefits ~~the~~arising ~~year~~from ~~ended~~these ~~December~~loss 31carry forwards, ~~2015~~which ~~and~~expire ~~the~~beginning ~~period~~in ~~April~~the 17year 2034, ~~2014~~are ~~(Inception)~~offset ~~through~~by ~~December~~a ~~31,~~valuation ~~2015.~~allowance ~~The~~due ~~future~~to ~~cash~~the ~~flows~~uncertainty of ~~the~~profitable ~~Company~~operations ~~are~~in ~~significantly~~the ~~affected~~future. The bycumulative ~~the~~net ~~Company’s~~operating ~~ability~~loss tocarry ~~renew~~forward ~~the~~as ~~trademarks~~of ~~with~~December ~~the~~31, ~~United~~2016 ~~States~~and ~~Patent~~2015 ~~and~~was ~~Trademark~~$417,604 ~~Office~~and $153,717. The U.S. federal statutory tax rate is 35.00%.

The ~~estimated~~significant ~~useful~~components ~~lives~~ of the deferred tax assets are as follows:

Trademarks 10 years


	Year ended	Year ended
	December 31,	December 31,
	2016	2015

Loss carry forwards	$ 173,279	$ 63,783
Less: Valuation allowance	(173,279)	(63,783)
Total net deferred tax asset	$ -	$ -

The ~~estimated~~Company’s ~~amortization~~tax ~~expense~~years open to examination begin with the 2014 federal and state income tax returns. The Company’s policy is to record estimated interest and penalty related to the underpayment of income taxes or unrecognized tax benefits as ~~follows:~~a component of its income tax provision. The Company has not recognized any interest or penalties for the underpayment of income taxes or unrecognized tax benefits.

~~For~~A reconciliation of income taxes at the ~~year~~U.S. ~~ending~~federal ~~December~~statutory ~~31,~~rate ~~2016 $112~~to the effective tax rate for income taxes is as follows:

For the year ending December 31, 2017 $ 57


	Year ended	Year ended
	December 31,	December 31,
	2016	2015

Federal tax benefit at statutory rate	(35.00%)	(35.00%)
Non-deductible professional expenses	0.00%	17.60%
Meals and entertainment	0.34%	0.00%
State tax benefit, net of federal benefits	(6.43%)	(3.23%)
Net changes in valuation allowance	41.09%	20.63%
Effective tax rate	0.00%	0.00%

Note 116 –- ~~Operating~~Related ~~expenses~~Party Transactions

~~Selling~~Beverage ~~expenses~~Brands, ~~consisted~~Inc. of(“BBI”) ~~advertising~~which is wholly owned by the CEO, paid third parties for storage and ~~promotion~~administrative ~~expenses~~services on behalf of the Company. These ~~expenses~~amounts ~~consisted~~were charged to cost of sales. The total amount expensed was $3,000 and $3,841 for the ~~following:~~years ended December 31, 2016 and 2015, respectively. In September 2015 and foreword, the storage services were invoiced directly to the Company.

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Promotional	$ 24,808	$ 10,023
Advertising	21,233	750
Total	$ 46,041	$ 10,773

On various dates in 2016, BBI paid certain amounts due to vendors of the Company. For the years ended December 31, 2016 and 2015, the total amount of these amounts paid by BBI on behalf of the Company was $1,656 and $-.

FDuring 2016, the Company collected proceeds for products sold which BBI owns the trademark. The total amount collected during the years ended December 31, 2016 and 2015 was $1,624 and $-15. As of December 31, 2016 and 2015 the Company owed $1,624 and $- and these amounts are reflected in accounts payable – related party in the accompanying balance sheets, respectively.

~~General and administrative expenses consisted of the following:~~F-13

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Depreciation and amortization	$ 253	$ 84
Stock-based compensation	8,100	-
Professional fees	101,509	59,889
Consulting fees	75,196	2,750
Interest	5	-
Meals and entertainment	156	-
Office	5,247	415
Payroll taxes	1,239	-
Stock transfer fees	5,497	1,160
Office rent	8,000	1,500
Total	$ 205,202	$ 65,798

As of December 31, 2016 and 2015, the Company owed $11,481 and $5,201 to this related party and these amounts are included in accounts payable - related party in the accompanying balance sheets.

~~Note~~The 12Company –paid ~~Stock~~certain expenses attributable to BBI. These amounts were not recorded in the Company’s statement of operations for the year ended December 31, 2016. The total amount paid on behalf of BBI for the year ended December 31, 2016 and 2015 was $6,092 and $-~~based~~. ~~Compensation~~These amounts are reflected in the accounts receivable, net – related party in the accompanying balance sheets at December 31, 2016 and 2015, respectively.

Effective April 28, 2015 the Company executed a consulting agreement with a consultant who is an affiliate with BBI. The ~~fair~~Company ~~value~~compensates $1,000 per month to the consultant and requires a minimum of fifty hours of services per month. The agreement may terminate, at any time, by written notice of the ~~common~~Company. ~~stock~~At December 31, 2016 and 2015, the Company advanced this consultant $- and $3,350 for ~~compensation~~future ~~was~~services which are expected to be performed within one year, respectively. The total fees incurred related to this consultant were $35,602 and $14,700 for the ~~following:~~years ended December 31, 2016 and 2015, respectively. The fees are included in consulting fees in the accompanying statements of operations.

		April 17, 2014
	Year ended	(Inception)
	December 31,	through December 31,
	2015	2014
Shares issued for compensation	27,000	-
Fair value per share	$ 0.30	$ -
Stock –based compensation expense	$ 8,100	$ -

The Company has an informal consulting agreement with a consultant who performs services as the Company’s interim Chief Financial Officer (“CFO”). The total amount expensed was $- and $3,150 for the year ended December 31, 2016 and 2015. The expense is reflected in professional fees in the accompanying statements of operations. At December 31, 2016 and 2015, the Company owed $- and $500 to this related party and these amounts are included in accounts payable - related party. In January 2016, the interim CFO stopped performing services and the Company engaged a third-party to assist in its financial reporting responsibilities.

~~The~~During ~~fair~~2016, ~~value~~the ~~assigned~~Company entered into an informal, oninterest-free, unsecured advance from its CEO. On various dates in 2016, the CEO advanced a ~~per~~total ~~share~~of ~~basis~~$58,700 ~~used~~to asthe ~~fair~~Company. ~~value~~During ~~for~~2016, ~~stock-based~~the ~~compensation~~Company repaid $3,647 ~~consulting~~due ~~fees~~under this advance. As of December 31, 2016 and ~~rents~~2015, $55,053 and $- is ~~based~~reflected onin ~~share~~advance ~~purchases~~– byrelated ~~investors~~party ~~for~~in ~~cash.~~the accompany balance sheets, respectively.

~~F-16~~See additional transactions with related parties in Note 4 and Note 8.

Note 137 –- ~~Inventories~~Concentrations

~~Inventories~~The ~~consist~~Company’s revenues include two major customers, the Commonwealth of Pennsylvania and the Mississippi Department of Revenue, which account for 93% and 100% of revenues for years ended December 31, 2016 and 2015, respectively. Outstanding accounts receivable from these customers amounted to the following:

				April 17, 2014
	December 31, 2016		December 31, 2015
		Year ended		(Inception)
Accounts receivable	$ 24,071		$ 7,607
		December 31,		through December 31,
		2015		2014
Finished goods		$ 64,975		$ 8,690
Excise taxes		1,470		-
Total		66,445		8,690
Allowance		-		-
Total		$ 66,445		$ 8,690

~~Capitalized~~The ~~Excise~~Company ~~taxes~~imports ~~represents~~and ~~taxes~~distributes ~~paid~~alcoholic ~~for~~beverages ~~the~~from ~~removal~~one ofsupplier ~~finished~~which ~~goods~~accounted ~~from~~for ~~the~~100% ~~bonded~~of ~~warehouse~~the ~~and~~Company’s ~~transported~~purchases tofor the ~~Mississippi~~years ~~Department~~ended ofDecember ~~Revenue’s~~31, ~~bailment~~2016 ~~warehouse~~and 2015. All ~~These~~purchases ~~costs~~require ~~are~~prepayment ~~recognized~~terms. asAccounts ~~finished~~payable ~~goods~~to ~~are~~this ~~withdrawn~~vendor byamounted ~~the~~to ~~Mississippi~~$394 ~~Department~~and $- as of ~~Revenue~~December 31, 2016 and 2015, respectively.

Note 148 - ~~Subsequent~~Commitments ~~Events~~and Contingencies

~~Subsequent~~Control ~~events~~by ~~have~~principal ~~been~~stockholder ~~evaluated~~and through April 13, 2016 which is the date the financial statements were available to be issued. Management did not identify any events requiring recording or disclosure in the financial statements for the year ended December 31, 2015, except those described below:CEO

~~Effective~~The ~~March~~CEO 8,owns ~~2016~~beneficially and in the aggregate, the ~~Company~~majority ~~executed~~of anthe ~~agreement~~common ~~with~~shares aof ~~distributor~~the toCompany. ~~act~~Accordingly, asthe CEO has the ~~exclusive~~ability ~~distributor~~to control the approval of ~~Blue~~most ~~Diamond~~corporate ~~Vodka~~actions, inincluding ~~certain~~approving ~~counties~~significant inexpenses, increasing the ~~state~~authorized capital stock and the dissolution, merger or sale of ~~Tennessee~~the Company's assets.

~~On March 23, 2016, the Company was approved by West Virginia Alcoholic Beverage Control Administration for distribution in the state of West Virginia.~~ F-14

~~F-17~~Reliance on other parties and related parties

~~ITEM~~The 9Company currently is primarily engaged in the business of importing and distributing alcoholic beverages in the United States. ~~CHANGES~~However, INfrom ~~AND~~April ~~DISAGREEMENTS~~17, ~~WITH~~2014 ~~ACCOUNTANTS~~(Inception) ONthrough ~~ACCOUNTING~~March ~~AND~~2015, ~~FINANCIAL~~the ~~DISCLOSURE~~Company did not have a permit to import and distribute alcoholic beverages in the United States, nor did it have a permit to distribute alcoholic beverages within the United States.

~~Not~~In ~~Applicable~~April 2015, the Company obtained its own federal importing permit.

~~ITEM~~The 9ACompany contracted with BBI, to import alcoholic beverages from Europe to the U.S. ~~CONTROLS~~under ~~AND~~BBI’s ~~PROCEDURES~~federal importing permit. Once imported, the inventory is stored in a bonded warehouse operated by a third party licensed by the federal government.

~~Evaluation~~When the Company sells alcoholic beverages to its customer, the Pennsylvania Liquor Control Board, it uses a third party who has an alcoholic beverage sale permit in the U.S., to enter into purchase orders with the customer. The third party would not transact with the Company until the federal importing permit was obtained. Therefore, BBI acted as a conduit between the Company and the third party. There were no fees or expenses paid to or retained by BBI with regards to this arrangement. The amount collected from the Company’s customer through BBI and not remitted to the Company is reflected in accounts receivable, net – related party in the accompanying balance sheets. As of ~~Disclosure~~December ~~Controls~~31, 2016 and ~~Procedures~~2015, $- and $23,850 was collected by BBI through the third party and reflected in accounts receivable, net – related party in the accompanying balance sheets.

~~Our~~When ~~management~~the Company sells alcoholic beverages to certain of its customers, ~~with~~specifically the ~~participation~~Mississippi Department of ~~our~~Revenue ~~chief~~and ~~executive~~the ~~officer~~West Virginia Alcohol Beverage Control Administration, ~~evaluated~~the alcoholic beverages are sent to a bailment warehouse, operated by the ~~effectiveness~~Mississippi Department of ~~our~~Revenue ~~disclosure~~and ~~controls~~the ~~and~~West ~~procedures~~Virginia ~~pursuant~~Alcohol toBeverage ~~Rule~~Control ~~13(a)-15(b)~~Administration. ~~under~~The Company maintains ownership of the ~~Exchange~~alcoholic ~~Act~~beverages while in the bailment warehouse, aswithout fee, until final withdraw by the ~~end~~Mississippi Department of ~~the~~Revenue ~~period~~or ~~covered~~and bythe ~~this~~West ~~annual~~Virginia ~~report~~Alcohol onBeverage ~~Form~~Control ~~10-K~~Administration.

~~Based~~When onthe ~~this~~alcoholic ~~evaluation,~~beverage ~~our~~leaves ~~chief~~the ~~executive~~bonded ~~officer concluded that~~warehouse, asthe ofCompany ~~December~~retains ~~31,~~a ~~2015~~third ~~our~~party ~~disclosure~~as ~~controls and procedures are designed at~~ a ~~reasonable~~customer ~~assurance~~broker ~~level and are effective~~ to ~~provide~~process ~~reasonable assurance that information we are required to disclose in reports that we file or submit under~~ the ~~Exchange~~paper ~~Act~~work iswith ~~recorded,~~United ~~processed,~~States ~~summarized,~~Customs and ~~reported~~advance ~~within~~ the ~~time~~federal ~~period~~tax ~~specified~~payment infor the ~~SEC’s~~alcoholic ~~rules~~beverages ~~and~~sold. ~~forms,~~Payment ~~and~~of ~~that~~the ~~such~~tax ~~information~~ is ~~accumulated~~due ~~and communicated to our management, including our chief executive officer,~~ as ~~appropriate,~~the toproduct ~~allow~~leaves ~~timely~~the ~~decisions~~bonded ~~regarding required disclosure~~warehouse.

~~Changes~~Note in9 ~~Internal~~– ~~Control~~Property, ~~over~~Plant ~~Financial~~and ~~Reporting~~Equipment

~~There~~The ~~were~~net nobook ~~changes~~value inrelated ~~our internal control over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely~~ to ~~materially~~this ~~affect~~property, ~~our~~plant ~~internal~~and ~~control~~equipment ~~over~~was ~~financial~~the ~~reporting.~~following:

Management's Report on Internal Control over Financial Reporting


	December 31, 2016	December 31, 2015

Cost	$ 931	$ 931
Accumulated depreciation	(329)	(141)
Property, plant and equipment, net	$ 602	$ 790

~~Our~~Depreciation ~~management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f)~~ of ~~the~~these ~~Exchange~~assets ~~Act. Our~~are management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management concluded that our internal control over financial reporting was effective as ~~of December 31, 2015.~~follows:

Limitations of Effectiveness of Control and Procedures



	Year ended	Year ended
	December 31,	December 31,
	2016	2015

Depreciation	$ 188	$ 141

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.F-15

~~ITEM~~The ~~9B.~~estimated ~~OTHER~~useful ~~INFORMATION~~lives of the assets are as follows:

~~None~~Office equipment and furniture 3-5 years

26Note 10 – Trademarks

~~PART~~The ~~III~~net book value related to these trademarks was the following:


	December 31, 2016	December 31, 2015

Cost	$ 1,125	$ 1,125
Accumulated amortization	(1,069)	(956)
Trademarks, net	$ 56	$ 169

Amortization expense related to these trademarks was included in operating expenses and was the following:



	Year ended	Year ended
	December 31,	December 31,
	2016	2015

Amortization	$ 113	$ 112

The Company did not incur significant costs to renew or extend the term of the trademarks during the years ended December 31, 2016 and 2015 in excess of the Company’s capitalization policy. The future cash flows of the Company are significantly affected by the Company’s ability to renew the trademarks with the United States Patent and Trademark Office.

The estimated useful lives of the assets are as follows:

Trademarks 10 years

The estimated amortization expense is as follows:

For the year ending December 31, 2017 $ 56

Note 11 – Selling Expenses

Selling expenses consisted of commissions, advertising, promotion expenses. These expenses consisted of the following:



	Year ended	Year ended
	December 31,	December 31,
	2016	2015

Promotional	$ 8,563	$ 24,808
Advertising	20,319	21,233
Commissions	560	-
Total	$ 29,442	$ 46,041

F-16

Note 12 – Stock-based Compensation

The fair value of the common stock for compensation was the following:



	Year ended	Year ended
	December 31,	December 31,
	2016	2015
Shares issued for compensation	36,000	27,000
Fair value per share	$ 0.30	$ 0.30
Stock –based compensation expense	$ 10,800	$ 8,100

The fair value assigned, on a per share basis, used as fair value for stock-based compensation, consulting fees and rents is based on share purchases by investors for cash.

Note 13 – Inventories

Inventories consist of the following:



	Year ended	Year ended
	December 31,	December 31,
	2016	2015
Finished goods	$ 77,050	$ 64,975
Excise taxes	1,721	1,470
Total	78,771	66,445
Allowance	-	-
Total	$ 78,771	$ 66,445

Capitalized Excise taxes represents taxes paid for the removal of finished goods from the bonded warehouse. These goods were transported to various customers’ bailment warehouses.

As of December 31, 2016 and 2015, there was $33,922 and $- of finished goods in transit included in finished goods. During transit, the risk of loss is borne by the Company.

Note 14- Subsequent Events

Subsequent events have been evaluated through April 18, 2017 which is the date the financial statements were available to be issued. Management did not identify any events requiring recording or disclosure in the financial statements for the year ended December 31, 2016, except those described below:

On various dates in 2017, 35,000 shares of common stock were issued for cash of $10,500 at $0.30 per share. On various dates in 2017, 125,000 shares of common stock were issued for cash of $50,500 at $0.40 per share.

F-17

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

Not Applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and a material weakness existed.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

The design of the internal controls over the segregation of duties and financial reporting close process constitute a material weakness. Specifically, we do not have a formal written process to perform monthly close procedures nor a detailed review of such information. Further, our transactions are initiated and processed by a single individual. Accordingly, the lack of these controls results in the possibility that a material misstatement could occur and would not be prevented or detected on a timely basis.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on this assessment, management has concluded that our internal controls over financial reporting were not effective as of December 31, 2016 and a material weakness existed.

Limitations of Effectiveness of Control and Procedures

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the name, age, and position of our executive officers and directors. Executive officers are elected annually by our board of directors. Each executive officer holds his office until he resigns, is removed by the board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

Name Age Position


Name	Age	Position
Mark T. Lucero	66	Founder, Chief Executive Officer, President and Director
John J. Hadgkiss	68	Secretary and Director

Mark T. Lucero 65 Founder, Chief Executive Officer, President and Director

John J. Hadgkiss 67 Secretary and Director

Mark T. Lucero, Founder, Chief Executive Officer, President and Director

Since our inception on April 17, 2014, Mark T. Lucero has been our Founder, Chief Executive Officer, President and Director. From 2002 to the present, Mr. Lucero has been the President and owner of Beverage Brands, Inc., a Pennsylvania corporation engaged in the commercialization of vodka products.

Mr. Lucero obtained a MBA, Masters of Business Administration, from Gannon University in 1974. He received a Bachelor of Science in Industrial Management from Gannon University in 1972.

As our Founder, Chief Executive Officer, President and Director, Mark T. Lucero provides his experience in the alcoholic beverage product development, marketing and distribution.

John J. Hadgkiss, Secretary and Director

Since August 28, 2014, John J. Hadgkiss has been our Secretary and Director. From August of 2002 to the present, Mr. Hadgkiss has been the President of Americare Management LLC, a hospice and health care facility for the elderly.

Mr. Hadgkiss obtained a Bachelor of Arts degree from Gannon University in 1969. He received a Master of Arts Degree from Gannon University in 1972.

As our director, John T. Hadgkiss provides his experience in executive management.

Family Relationships

There are no family relationships among our directors and executive officers and our shareholders.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

·•

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·•

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·•

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

27•

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

·•

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity;

·•

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; or

·•

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Code of Business Conduct and Ethics

We do not have any standing audit, nominating, and compensation committees of the board of directors, or committees performing similar functions. We do not currently have a Code of Ethics applicable to our principal executive, financial, or accounting officer. All Board actions have been taken by written action rather than formal meetings.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities for the year ending December 31, ~~2015~~2016.

Name and Principal Position	Year / Period Ended Dec. 31	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation Earnings ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Mark T. Lucero, President, Founder, Chief Executive Officer, Director	~~2015~~2016	0	0	8$10,~~100~~800	0	0	0	0	8$10,~~100~~800(2)
	2014	0	0	0	0	0	0	0	0
	2015	0	0	$8,100	0	0	0	0	$8,100(1)
John J. Hadgkiss, Secretary and Director	~~2015~~2016	0	0	0	0	0	0	0	0
	2014	0	0	0	0	0	0	0	0
	2015	0	0	0	0	0	0	0	0

28(1)

From April 2015 through December 2015, we issued 27,000 shares to Mark T. Lucero for compensation.

(2)

For the year ending December 31, 2016, we issued 36,000 shares to Mark T. Lucero for compensation.

Employment Agreements with Management

On March 7, 2015, we entered into an agreement with Mark T. Lucero, our Founder, Chief Executive Officer, President and Director to provide services to us. The agreement expires on April 1, 2020, unless Mr. Lucero’s terminated for cause or disability. We must pay 36,000 shares of common stock to Mr. Lucero annually for his services.

Our board of directors determines the compensation paid to our executive officers, based upon the years of service to us, whether services are provided on a full -time basis and the experience and level of skill required.

We may award our officers and directors shares of common stock as non-cash compensation as determined by the board of directors from time to time. The board will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.

Outstanding Equity Awards at the End of the Fiscal Year

We do not have and have never had any equity compensation plans and therefore no equity awards are outstanding as of the date of this Annual Report on Form 10-K.

Director Compensation

Our directors do not receive any other compensation for serving on the board of directors.

Bonuses and Deferred Compensation

We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our board of directors.

Options and Stock Appreciation Rights

We do not currently have a stock option or other equity incentive plan. We may adopt one or more such programs in the future.

Payment of Post-Termination Compensation

We do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten years.

Board of Directors

All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors.

Our directors are reimbursed for expenses incurred by them in connection with attending board meetings, but they do not receive any other compensation for serving on the board of directors.

29ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~ITEM~~The 12following table sets forth certain information regarding our shares of common stock beneficially owned as of December 31, 2016, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A ~~SECURITY~~person ~~OWNERSHIP~~is OFconsidered ~~CERTAIN~~to ~~BENEFICIAL~~beneficially ~~OWNERS~~own ~~AND~~any ~~MANAGEMENT~~shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

~~The~~For ~~following~~purposes ~~table~~of ~~sets~~this ~~forth~~table, ~~certain~~a ~~information~~person ~~regarding~~or ~~our~~group ~~shares~~ of ~~common~~persons ~~stock~~is ~~beneficially~~deemed ~~owned as of December 31, 2015, for (i) each stockholder known~~ to behave ~~the~~ “beneficial ~~owner~~ownership” of 5%any ~~or more of our outstanding~~ shares of common stock, ~~(ii)~~that ~~each~~such ~~named~~person ~~executive~~has ~~officer~~the ~~and~~right ~~director,~~to ~~and~~acquire ~~(iii)~~within ~~all~~60 ~~executive~~days ~~officers~~of ~~and~~the ~~directors~~date asof aDecember ~~group~~31, 2016. A For ~~person~~purposes isof ~~considered~~computing tothe ~~beneficially~~percentage ~~own~~of ~~any~~outstanding shares: ~~(i)~~of ~~over~~our ~~which~~common ~~such~~stock ~~person,~~held ~~directly~~by oreach ~~indirectly,~~person ~~exercises sole~~ or ~~shared~~group ~~voting~~of orpersons ~~investment~~named ~~power~~above, orany ~~(ii)~~shares ofthat ~~which~~ such person or persons has the right to acquire ~~beneficial ownership at any time~~ within 60 days ~~through an exercise~~ of ~~stock~~the ~~options~~Closing orDate ~~warrants~~is ordeemed ~~otherwise. Unless~~to ~~otherwise~~be ~~indicated~~outstanding, ~~voting~~but ~~and~~is ~~investment~~not ~~power~~deemed ~~relating~~ to ~~the~~be ~~shares~~outstanding ~~shown~~for in the ~~table~~purpose ~~for~~of ~~our~~computing ~~directors~~the ~~and~~percentage ~~executive~~ownership ~~officers~~of isany ~~exercised~~other ~~solely~~person. The byinclusion ~~the~~herein ~~beneficial~~of ~~owner~~any orshares ~~shared~~listed byas ~~the~~beneficially ~~owner~~owned ~~and~~does ~~the~~not ~~owner’s~~constitute ~~spouse~~an oradmission ~~children~~of beneficial ownership.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of December 31, 2015. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Unless otherwise specified, the address of each of the persons set forth below is in care of the Company at 554 33^rdStreet, Pittsburgh, Pennsylvania 15201.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	~~Amount~~Percentage ~~and Nature~~ of ~~Beneficial Ownership~~Class	~~Percentage of Class~~
Executive Officers and Directors
Mark T. Lucero, Founder, Chief Executive Officer, President, Director(2)		10,127,000	86%
March T. Lucero, Founder, Chief Executive Officer, President, Director(2)	10,163,000	82%
John J. Hadgkiss, Secretary and Director(3)	600,000	~~600,000~~5%	5%
Directors and Executive Officers as a group; two persons (2)
Directors and Executive Officers, as a group; two persons(2)
TOTAL	10,763,000	~~10,272,000~~87%	~~91%~~
Other 5% Holders:
None.

(1) Based on 1112,~~796~~342,333 shares of common stock ~~issued and~~ outstanding as of the date of December 31, ~~2015~~2016. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(2) Represents 10,010,000 shares which we issued to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director for the Blue Diamond, Diamond Girl, Crystal and Blue Crystal trade names on April 21, 2014, and 90,000 shares purchased on April 21, 2014 at the price of $0.30 per share or an aggregate of $27,000. From April 2015 through December 2015, we issued 27,000 shares to Mark T. Lucero for compensation. For the year ending December 31, 2016, we issued 36,000 shares to Mark T. Lucero for compensation.

30(3) Represents 500,000 shares sold to John J. Hadgkiss, our Secretary and Director on August 27, 2014, at the per share price of $0.18 or an aggregate price of $90,000. On July 7, 2015, we sold an additional 100,000 shares to John J. Hadgkiss at a price of $0.18 per share or an aggregate of $18,000.

(3) Represents 500,000 shares sold to John J. Hadgkiss, our Secretary and Director on August 27, 2014, at the per share price of $0.18 or an aggregate price of $90,000. On July 7, 2015, we sold an additional 100,000 shares to John J. Hadgkiss at a price of $0.18 per share or an aggregate of $18,000. 32

On April 17, 2014, we sold 90,000 shares to Mark T. Lucero, our Founder, Chief Executive Officer, President and Director, at the price of $0.30 per share or an aggregate price of $27,000.

On August 27, 2014, we sold 500,000 shares to John J. Hadgkiss, our Secretary and Director, at the price of $0.18 per share or an aggregate price of $90,000. On July 7, 2015, we sold an additional 100,000 shares to John J. Hadgkiss at a price of $0.18 per share or an aggregate of $18,000.

On April 21, 2014, we acquired the brand names Blue Diamond, Diamond Girl, White Crystal, and Blue Crystal from Mark T. Lucero and Trademark Holdings LLC, a Pennsylvania limited liability company, owned by our Founder, Chief Executive Officer, President and Director, Mark T. Lucero in exchange for 10,010,000 common shares. We valued these shares at $.00004 per share or an aggregate price of $365.

On April 30, 2014, we entered into an agreement with Beverages Brands, Inc., a Pennsylvania corporation controlled by Mark T. Lucero, to act as our importer. There were no fees charged by Beverage Brands, Inc. to act as the importer. We received our importer’s license in April 2015.

On April 20, 2014 the Company purchased its first batch of inventory from Beverage Brands, Inc. (“BBI”) which is wholly owned by the CEO, in the amount of $25,502. This amount represents the cost of the inventory to BBI.

In addition, BBI paid third parties for storage and administrative services on behalf of the Company. These amounts were charged to cost of sales. The total amount ~~paid~~expensed was $3,~~841~~000 and $23,~~922~~841 for the ~~year~~years ended December 31, ~~2015and~~2016 ~~April~~and 172015, ~~2014~~respectively. ~~(Inception)~~In ~~through~~September ~~December 31~~2015, ~~2014,~~the ~~respectively~~storage services were invoiced directly to the Company.

~~The~~On ~~Company~~various ~~owes~~dates $5in 2016,~~201~~ ~~and~~BBI ~~$6,359~~paid certain amounts due to ~~this~~vendors ~~related~~of ~~party~~the Company. For the years ended December 31, 2016 and ~~these~~2015, ~~amounts~~the ~~are~~total ~~included~~amount inof ~~accounts~~these ~~payable~~amounts -paid ~~related~~by ~~party~~BBI aton ~~December~~behalf ~~31,~~of ~~2015~~the ~~and~~Company ~~December~~was 31$1,656 ~~2014,~~and ~~respectively~~$-.

OnDuring ~~March 7~~2016, ~~2015,~~the weCompany ~~entered~~collected ~~into~~proceeds anfor ~~agreement~~products ~~with~~sold ~~Mark~~which TBBI owns the trademark. ~~Lucero,~~The ~~our~~total ~~Founder,~~amount ~~Chief~~collected ~~Executive~~during ~~Officer~~the years ended December 31, ~~President~~2016 and ~~Director~~2015 towas ~~provide~~$1,624 ~~services~~and ~~to us~~$-. ~~The~~ ~~agreement~~As ~~expires~~of onDecember ~~April 1~~31, ~~2020,~~2016 ~~unless~~and ~~Mr.~~2015 ~~Lucero~~the isCompany ~~terminated~~owed ~~for~~$1,624 ~~cause~~and or$- ~~disability.~~and Wethese ~~must~~amounts ~~pay~~are ~~36,000~~reflected ~~shares~~in ofaccounts ~~common~~payable ~~stock~~– torelated ~~Mr.~~party ~~Lucero~~in ~~annually~~the ~~for~~accompanying ~~his~~balance ~~services~~sheets, respectively.

~~From~~As ~~April~~of ~~2015~~December ~~through June 2015~~31, we2016 ~~issued~~and 92015,~~000~~ ~~shares~~the toCompany ~~Mark~~owed ~~T. Lucero for compensation. We valued these shares at~~ $~~0.30~~11,481 ~~per~~and ~~share or an aggregate of~~ $25,~~700.~~201 ~~From July through September 2015, we issued 9,000 shares of common stock~~ to ~~Mark~~this T.related ~~Lucero~~party asand ~~compensation.~~these ~~These~~amounts ~~shares~~are ~~were~~included ~~valued~~in ataccounts ~~$0.30~~payable ~~per~~- ~~share~~related orparty anin ~~aggregate~~the ofaccompanying ~~$2,700.~~balance ~~From October through December 2015, we issued 9,000 shares of common stock to Mark T~~sheets. ~~Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700.~~

~~Effective~~The ~~April~~Company ~~28,~~paid ~~2015,~~certain weexpenses ~~executed~~attributable ato ~~consulting agreement with a consultant who is an affiliate with~~ BBI. ~~The~~These ~~Company~~amounts ~~compensates~~were ~~$1,000~~not ~~per~~recorded ~~month~~in to the ~~consultant~~Company’s ~~and~~statement ~~requires~~of aoperations ~~minimum~~for ofthe ~~fifty~~year ~~hours~~ended ofDecember ~~services~~31, ~~per month~~2016. The ~~agreement~~total ~~may~~amount ~~terminate,~~paid aton ~~anytime,~~behalf byof ~~written~~BBI ~~notice~~for of the ~~Company.~~year Atended December 31, ~~2015,~~2016 weand ~~advanced~~2015 ~~this~~was ~~consultant~~ $36,~~350~~092 ~~for~~and ~~future~~$-. ~~services~~These ~~which~~amounts are ~~expected~~reflected toin bethe ~~performed~~accounts ~~within~~receivable, ~~one~~net ~~year.~~– ~~The total fees incurred~~ related toparty ~~this~~in ~~consultant~~the ~~were~~accompanying ~~$14,700~~balance ~~and~~sheets $-at ~~for the year ended~~ December 31, ~~2015~~2016 and ~~for the period April 17~~2015, ~~2014 (Inception) through December 31, 2014~~respectively. ~~The fees are included in consulting fees.~~

31On March 7, 2015, we entered into an agreement with Mark T. Lucero, our Founder, Chief Executive Officer, President and Director to provide services to us. The agreement expires on April 1, 2020, unless Mr. Lucero is terminated for cause or disability. We must pay 36,000 shares of common stock to Mr. Lucero annually for his services.

WeFrom ~~have~~April an2015 ~~informal~~through ~~consulting~~June ~~agreement~~2015, ~~with~~we aissued ~~consultant~~9,000 ~~who~~shares ~~performs~~to ~~services~~Mark asT. ~~the~~Lucero ~~Company’s~~for ~~interim~~compensation. ~~Chief~~We ~~Financial~~valued ~~Officer~~these ~~(“CFO”)~~shares at $0.30 ~~The~~per ~~total~~share ~~amount~~or ~~expensed~~an ~~was~~aggregate of $32,~~150~~700. ~~and~~From $-July ~~for~~through ~~the~~September ~~year~~2015, ~~ended~~we ~~December~~issued 319,000 ~~2015~~shares ~~and~~of ~~for~~common ~~the~~stock ~~period~~to ~~April~~Mark 17T. Lucero as compensation. These shares were valued at $0.30 per share or an aggregate of $2,700. ~~2014~~From ~~(Inception)~~October through December 312015, ~~2014~~we issued 9,000 ~~respectively~~shares of common stock to Mark T. ~~The~~ ~~expense~~Lucero isas ~~reflected~~compensation. inThese ~~professional~~shares ~~fees~~were valued at $0.30 Atper ~~December~~share ~~31,~~or ~~2015~~an ~~and~~aggregate ~~2014~~of $2,700. For the weyear ~~owed~~ending ~~$500~~December ~~and~~31, $-2016, towe ~~this~~issued ~~related~~36,000 ~~party~~shares ~~and~~valued ~~these~~at ~~amounts~~$0.30 ~~are~~per ~~included~~share inor ~~accounts~~an ~~payable~~aggregate -of ~~related party~~$10,800.

Other than stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:33

·Effective April 28, 2015 the Company executed a consulting agreement with a consultant who is an affiliate with BBI. The Company compensates $1,000 per month to the consultant and requires a minimum of fifty hours of services per month. The agreement may terminate, at any time, by written notice of the Company. At December 31, 2016 and 2015, the Company advanced this consultant $- and $3,350 for future services which are expected to be performed within one year, respectively. The total fees incurred related to this consultant were $35,602 and $14,700 for the years ended December 31, 2016 and 2015, respectively. The fees are included in consulting fees in the accompanying statements of operations.

~~Any~~During 2016, the Company entered into an informal, interest-free, unsecured advance from its CEO. On various dates in 2016, the CEO advanced a total of ~~our~~$58,700 ~~directors~~to orthe ~~officers;~~Company. During 2016, the Company repaid $3,647 due under this advance. As of December 31, 2016 and 2015, $55,053 and $- is reflected in advance – related party in the accompany balance sheets, respectively.

·Other than stated above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

~~Any proposed nominee for election as our director;~~•

·Any of our directors or officers;

~~Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our shares; or~~•

·Any proposed nominee for election as our director;

Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.•

WeAny ~~have~~person ~~two members of our board of directors, Mark T. Lucero~~ who ~~also~~beneficially ~~serves as our President~~owns, ~~Chief~~directly ~~Executive~~or ~~Officer~~indirectly, ~~Director~~shares ~~and~~carrying ~~majority~~more ~~shareholder~~than ~~and~~10% ~~John~~of J.the ~~Hadkiss~~voting ~~who~~rights ~~serves~~attached asto our ~~Secretary~~shares; ~~and Director.~~or

We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer. Our Board of Directors has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. The Board of Directors does not have an executive committee or any committees performing a similar function. •

WeAny ~~are~~relative ~~not currently listed on a national securities exchange~~ or inspouse anof ~~inter-dealer~~any ~~quotation system that has requirements that a majority~~ of the ~~board~~foregoing ~~of directors be independent. Our two Directors~~persons, ~~Mark~~or T.any ~~Lucero~~relative ~~and~~of ~~John~~such J.spouse, ~~Hadkiss~~who ~~are~~has ~~not “independent” as~~ the ~~term~~same ishouse ~~used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934,~~ as ~~amended,~~such ~~and~~person asor ~~defined~~who byis ~~Rule 4200(~~a~~)(15)~~ ofdirector ~~the~~or ~~NASDAQ~~officer ~~Marketplace Rules which is the definition that the Board~~ of ~~Directors~~any ~~has~~parent ~~chosen~~or tosubsidiary ~~use for the purposes~~ of ~~determining~~our ~~independence~~company. ~~All Board of Director actions have been taken by Written Action rather than formal meetings.~~

~~ITEM~~We 14have two members of our board of directors, Mark T. ~~PRINCIPAL~~Lucero ~~ACCOUNTANT~~who ~~FEES~~also ~~AND~~serves ~~SERVICES~~as our President, Chief Executive Officer, Director and majority shareholder and John J. Hadkiss who serves as our Secretary and Director.

~~Audit~~We ~~Fees:~~do ~~The~~not ~~aggregate~~currently ~~amount~~have ~~billed~~a byCode ~~our~~of ~~principal~~Ethics ~~accountant,~~applicable ~~Urish~~to ~~Popeck~~our &principal ~~Co.~~executive, ~~LLC~~financial ~~(“UPCO”),~~or ~~for~~accounting ~~audit~~officer. ~~services~~Our ~~performed~~Board ~~for~~of ~~the~~Directors ~~fiscal~~has ~~year~~not ~~ended~~established ~~December~~Audit, 31Compensation, ~~2015~~ and ~~the~~Nominating ~~period~~or ~~April~~Governance ~~17,~~Committees ~~2014~~as ~~(Inception)~~standing ~~through~~committees. ~~December~~The ~~31,~~Board ~~2014~~of ~~was~~Directors ~~approximately~~does ~~$17,000~~not ~~and~~have ~~$30,000,~~an ~~respectively.~~executive ~~Audit~~committee ~~services~~or ~~include~~any ~~the~~committees ~~auditing~~performing ofa ~~the~~similar ~~financial statements and quarterly reviews~~function.

~~Audit~~We ~~Related~~are ~~Fees:~~not ~~The~~currently ~~aggregate~~listed ~~amount~~on ~~billed~~a bynational ~~UPCO~~securities ~~for~~exchange or in an inter-dealer quotation system that has requirements that a majority of the ~~fiscal~~board ~~year~~of ~~ended~~directors ~~December~~be 31independent. Our two Directors, ~~2015~~Mark T. Lucero and John J. Hadkiss are not “independent” as the ~~period~~term ~~April~~is ~~17,~~used ~~2014~~in Item 7(~~Inception~~d)(3)(iv)(B) ~~through~~of ~~December~~Schedule ~~31,~~14A ~~2014~~under ~~was~~the ~~approximately~~Securities ~~$12~~Exchange Act of 1934,~~750.~~ ~~These~~as ~~costs~~amended, ~~included~~and ~~amounts~~as ~~billed~~defined ~~for~~by ~~review~~Rule 4200(a)(15) of the ~~Form~~NASDAQ ~~S-1,~~Marketplace ~~assistant~~Rules ~~with~~which ~~Staff~~is ~~comment~~the ~~letters,~~definition ~~and~~that ~~consultation~~the onBoard ~~various~~of ~~accounting~~Directors ~~matters~~has inchosen ~~support~~to ofuse ~~our~~for ~~financial~~the ~~statements~~purposes of determining independence. All Board of Director actions have been taken by Written Action rather than formal meetings.

~~Tax~~ITEM ~~Fees:~~14. ~~There~~PRINCIPAL ~~were~~ACCOUNTANT noFEES ~~fees~~AND ~~billed by our principal accountant for tax related services for the fiscal year ended December 31, 2015 and the period April 17, 2014 (Inception) through December 31, 2014.~~ SERVICES

~~All~~Audit ~~other~~ Fees: ~~Other~~The ~~than~~aggregate ~~those~~amount ~~fees~~billed ~~described~~by ~~above~~our principal accountant, ~~during~~Urish ~~the~~Popeck ~~fiscal~~& ~~year~~Co., ~~ended~~LLC ~~December 31~~(“UPCO”), ~~2015~~for ~~and the~~audit ~~period~~services ~~April~~performed ~~17,~~for ~~2014~~the ~~(Inception)~~fiscal ~~through~~years ended December 31, ~~2014,~~2016 ~~there~~and ~~were~~2015 nowas ~~other~~approximately ~~fees~~$58,947 and ~~billed~~$39,307, ~~for~~respectively. Audit services ~~performed~~include bythe ~~our~~auditing ~~principal~~of ~~accountant~~the financial statements and quarterly reviews.

32Audit Related Fees: The aggregate amount billed by UPCO for the fiscal years ended December 31, 2016 and 2015 was approximately $1,450 and $9,575. These costs included amounts billed for review of the Form S-1, assistant with Staff comment letters, and consultation on various accounting matters in support of our financial statements.

~~Pre-Approval~~Tax ~~Procedures.~~Fees: ~~Our~~There ~~Chief~~were ~~Executive~~no ~~Officer/President/Director~~fees ~~pre-approves~~billed ~~the audit and non-audit services performed~~ by ~~UPCO,~~ our principal ~~accountants,~~accountant infor ~~order~~tax torelated ~~assure~~services ~~that~~for the ~~provision~~fiscal ofyears ~~such~~ended ~~services~~December 31, ~~does~~2016 ~~not~~and ~~impair UPCO’s independence~~2015.

~~The term of any pre-approval is 12 months from the date of pre-approval, unless our Chief Executive Officer/President/Director specifically provides for a different period.~~ 34

~~PART~~All IVother Fees: Other than those fees described above, during the fiscal years ended December 31, 2016 and 2015, there were no other fees billed for services performed by our principal accountant.

~~ITEM~~Pre-Approval 15Procedures. ~~EXHIBITS~~Our ~~AND~~Chief ~~FINANCIAL~~Executive ~~STATEMENT~~Officer/President/Director ~~SCHEDULES~~pre-approves the audit and non-audit services performed by UPCO, our principal accountants, in order to assure that the provision of such services does not impair UPCO’s independence.

~~Documents~~The ~~filed~~term asof ~~part~~any pre-approval is 12 months from the date of ~~this~~pre-approval, ~~Report:~~unless our Chief Executive Officer/President/Director specifically provides for a different period.

1. Financial Statements – See Index to Financial Statements which appears on page F-1 hereof. The financial statements listed in the accompanying Index to the Financial Statements are filed herewith in response to this Item.35

2.ITEM ~~The Financial Statement Schedules~~15. EXHIBITS ~~All schedules are omitted because they are no applicable or because the required information is contained in the financial statements or notes included in this report.~~

33EXHIBIT INDEX

3. Exhibit Index as seen below.



Exhibit No.	Exhibit Description	Form	Date	Number	Filed Herewith
3.1	Articles of Incorporation	S-1	7/1/15	3.1
3.2	By Laws	S-1	2/9/16	3.2
3.3	Certificate of Amendment to Certificate of Incorporation	S-1	2/9/16	3.3
3.4	By Laws	S-1	2/9/16	3.4
10.1	Employment Agreement Mark T. Lucero	S-1	2/9/16	10.1
10.2	Trademark Assignment Agreement		4/21/14	10.2
10.3	Trademark Assignment Agreement		4/20/15	10.3
10.4	Lease Agreement with Jason Valenti		7/1/15	10.4
10.5	Lease Agreement with RCH Pittsburgh LLC		7/1/15	10.5
10.6	Consulting Agreement with Subromoniam Jayakumar		7/1/15	10.6
10.7	Consulting Agreement with Ching Kui Weng		7/1/15	10.7
10.8	Agreement with George Dayieb		7/1/15	10.8
10.9	Agreement with William Scott Baker		7/1/15	10.9
10.10	Agreement with Anthony Kim		7/1/15	10.10
10.11	Consulting Agreement with Todd Diperna		7/1/15	10.11
10.12	Purchase Order with the State of Pennsylvania Liquor Control Board		8/3/15	10.12
10.13	Purchase Order with our European distiller		8/3/15
10.14	Rate Schedule-Overflo Warehouse		8/3/15	10.14
10.15	Distribution Agreement – Mississippi	10-Q	Period Ended 6/3/15 -Filed with the SEC 8/21/15	10.15
10.18	Agreement with Pasquale D’Onofrio	10-K	Period Ended 12/31/15 – Filed with the SEC on 4/14/16	10.18
31.1	Certificate Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended			31.1	X
32.1	Certificate Pursuant to 18 U.S.C. Section 1350			32.1	X

~~EXHIBIT INDEX~~36

Exhibit No.	Exhibit Description	Form	Date	Number	Filed Herewith
3.1	Articles of Incorporation	S-1	7/1/15	3.1
3.2	By Laws	S-1	2/9/16	3.2
3.3	Certificate of Amendment to Certificate of Incorporation	S-1	2/9/16	3.3
3.4	By Laws	S-1	2/9/16	3.4
10.1	Employment Agreement Mark T. Lucero	S-1	2/9/16	10.1
10.2	Trademark Assignment Agreement		4/21/14	10.2
10.3	Trademark Assignment Agreement		4/20/15	10.3
10.4	Lease Agreement with Jason Valenti		7/1/15	10.4
10.5	Lease Agreement with RCH Pittsburgh LLC		7/1/15	10.5
10.6	Consulting Agreement with Subromoniam Jayakumar		7/1/15	10.6
10.7	Consulting Agreement with Ching Kui Weng		7/1/15	10.7
10.8	Agreement with George Dayieb		7/1/15	10.8
10.9	Agreement with William Scott Baker		7/1/15	10.9
10.10	Agreement with Anthony Kim		7/1/15	10.10
10.11	Consulting Agreement with Todd Diperna		7/1/15	10.11
10.12	Purchase Order with the State of Pennsylvania Liquor Control Board		8/3/15	10.12
10.13	Purchase Order with our European distiller		8/3/15
10.14	Rate Schedule-Overflo Warehouse		8/3/15	10.14
10.15	Distribution Agreement – Mississippi	10-Q	Period Ended 6/3/15 -Filed with the SEC 8/21/15	10.15
10.18	Agreement with Pasquale D’Onofrio			10.18	X
31.1	Certificate Pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934 as amended			31.1	X
32.1	Certificate Pursuant to 18 U.S.C. Section 1350			32.1	X

SIGNATURES

34Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES



	VODKA BRANDS CORP


Date: April 18, 2017	By:	/s/ Mark T. Lucero
		Mark T. Lucero Chief Executive Officer
		Mark T. Lucero Chief Executive Officer

Pursuant to the requirements of ~~Section 13 or 15(d) of~~ the Securities Exchange Act of 1934, ~~the~~this ~~registrant~~report has ~~duly~~been ~~caused~~signed ~~this~~below ~~report~~by tothe befollowing ~~signed~~persons on ~~its~~ behalf byof the ~~undersigned,~~registrant ~~thereunto~~and ~~duly~~in ~~authorized~~the capacities and on the dates indicated.

	VODKA BRANDS CORP
Date: April 18, 2017	By:	/s/ Mark T. Lucero
Date: April 14, 2016	By:	/s/ Mark T. Lucero
		Mark T. Lucero Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.37

Date: April 14, 2016	By:	/s/ Mark T. Lucero
		Mark T. Lucero Chief Executive Officer

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