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 March 31, ~~2014~~2015

Commission File Number 000-52904

ATTITUDE DRINKS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	65-0109088
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

~~712 U~~11231U.S. Highway 1, ~~Suite 200~~#201, North Palm Beach, Florida 33408 USA (Address of principal executive offices) (Zip Code)

(Address of principal executive offices) (Zip Code)

Telephone number: (561) 227-2727

Securities registered under Section 12(b) of the Exchange Act:	None
Securities registered under Section 12(g) of the Exchange Act	Common Stock, $.00001par value (Title of class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐ No x☒

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed ~~to file~~all reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨☒ No x☐

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1)~~delinquent ~~has~~filers ~~filed~~pursuant ~~all reports required~~ to beItem ~~filed~~405 byof ~~Section~~Regulation 13S-X ~~or 15~~(d)§229.405 of ~~the~~this ~~Securities~~chapter) ~~Exchange Act~~is ofnot ~~1934~~contained ~~during~~herein, ~~the~~and ~~preceding~~will 12not ~~months~~be ~~(or~~contained, ~~for~~to ~~such~~the ~~shorter~~best ~~period~~of ~~that~~registrant’s ~~the~~knowledge, ~~registrant~~in ~~was~~definitive ~~required~~proxy toor ~~file~~information ~~such~~statements ~~reports), and~~incorporated ~~(2)~~by ~~has~~reference ~~been~~in ~~subject~~Part toIII ~~such~~of ~~filing~~this ~~requirements~~Form ~~for~~10-K ~~the~~or ~~past~~any 90amendment ~~days.~~to ~~Yes~~this ~~x No ¨~~Form 10-K ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-X (§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 x

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☒

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

~~Yes~~The ¨aggregate Nomarket xvalue of the voting stock held by non-affiliates of the issuer on September 30, 2014, based upon the $.0003 per share close price of such stock on that date, was $207,074 based upon 690,246,659 shares held by non-affiliates of the issuer. The total number of issuer's shares of common stock outstanding held by affiliates and non-affiliates as of September 25, 2015 was 2,330,565,835 shares.

~~The~~Transitional Small ~~issuer's~~Business ~~gross~~Disclosure ~~revenues~~Format ~~for~~(check ~~its~~one): ~~most~~Yes ~~recent~~☐ ~~fiscal~~No ~~year were $202,994.~~☒

~~The aggregate market value of the voting~~Documents ~~stock~~Incorporated ~~held~~By byReference: non-affiliates of the issuer on February 2, 2015, based upon the $.0004 per share close price of such stock on that date, was $301,099 based upon 752,746,659 shares held by non-affiliates of the issuer. The total number of issuer's shares of common stock outstanding held by affiliates and non-affiliates as of January 5, 2015 was 752,777,229 shares.None

~~Transitional Small Business Disclosure Format (check one): Yes ¨ No x~~1

TABLE OF CONTENTS

		Page
PART I
ITEM 1	Description of Business	3
ITEM 2	Description of Property	610
ITEM 3	Legal Proceedings	710
ITEM 4	Mine Safety Disclosures	811
	PART II
ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
ITEM 6	Selected Financial Data	9
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
ITEM 8	Financial Statements	24
ITEM 9	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	24
ITEM 9A	Controls and Procedures	25
ITEM 9B	Other Information	26
	PART III
ITEM 10	Directors and Executive Officers of the Registrant	26
ITEM 11	Executive Compensation	28
ITEM 12	Security Ownership of Certain Beneficial Owners and Management	30
ITEM 13	Certain Relationships and Related Transactions and Director Independence	31
ITEM 14	Principal Accountant Fees and Services	32
	PART IV
ITEM 15	Exhibits	33

DOCUMENTS INCORPORATED BY REFERENCE: See Exhibits

ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
ITEM 6	Selected Financial Data	13
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 8	Financial Statements	38
ITEM 9	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	38
ITEM 9A	Controls and Procedures	38
ITEM 9B	Other Information	39

	PART III

ITEM 10	Directors and Executive Officers of the Registrant	40
ITEM 11	Executive Compensation	41
ITEM 12	Security Ownership of Certain Beneficial Owners and Management	43
ITEM 13	Certain Relationships and Related Transactions and Director Independence	45
ITEM 14	Principal Accountant Fees and Services	46

	PART IV

ITEM 15

Exhibits

FORWARD-LOOKING STATEMENTS

Statements that are not historical facts, including statements about our prospects and strategies and our expectations about growth contained in this report, are "“forward-looking statements"” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our present expectations or beliefs concerning future events. We caution that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the uncertainty as to our future profitability; the accuracy of our performance projections and our ability to obtain financing on acceptable terms to finance our operations until profitability. Unless the context requires otherwise, references to “we”, “us”, “our” and “Attitude” refer to the business of Attitude Drinks Incorporated and our subsidiaries.

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

~~The Company~~Overview

~~Attitude Drinks Incorporated (“Attitude,” “~~We,” are ~~“Company”~~currently orengaged ~~“Our”) was formed~~ in ~~Delaware~~two onsegments ~~May~~of ~~10, 1988 under~~ the ~~name~~beverage ~~International Sportfest,~~industry: ~~Inc.~~(i) Inthe ~~January~~functional ~~1994,~~beverage wesegment ~~acquired~~through ~~100%~~our ofdevelopment ~~the issued~~ and sale ~~outstanding~~of ~~common~~non-alcoholic ~~stock~~beverages ofto ~~Pride~~retail ~~Management~~establishments ~~Services~~and ~~Plc~~ (~~"PMS"~~ii)~~. PMS~~ ~~was~~the acraft ~~holding~~brewing ~~company~~segment ofthrough ~~six~~our ~~subsidiaries~~indirect ininterest ~~the United Kingdom engaged~~ in ~~the~~a World ~~leasing~~ of ~~motor~~Beer ~~vehicles~~franchise ~~throughout~~restaurant ~~the~~that ~~United Kingdom.~~sells, ~~Simultaneously~~among ~~with~~other ~~the acquisition of PMS~~items, webeer ~~changed our name~~ to ~~Pride, Inc~~consumers. ~~From~~Our ~~January~~plan ~~1994~~of ~~through~~operation ~~October~~during ~~1999, we~~the ~~engaged~~next in12 months ~~the~~is ~~leasing~~to offocus ~~motor~~our ~~vehicles~~management’s ~~throughout~~attention on the ~~United~~non-alcoholic ~~Kingdom.~~single Onserving ~~October~~beverage 1business, ~~1999,~~developing weand ~~acquired~~marketing milk ~~all~~based ofproducts ~~the~~in ~~issued~~two ~~and outstanding~~fast ~~stock~~growing ofsegments: ~~Mason~~sports ~~Hill~~recovery ~~& Co.~~ and ~~changed~~functional ~~our~~dairy. ~~name~~Our toindirect ~~Mason~~subsidiary, ~~Hill~~Attitude ~~Holdings,~~Beer Holding ~~Inc~~Co. ~~During~~(“ABH”), ~~the~~which ~~quarter~~is ~~ended~~now ~~June~~owned ~~30,~~by ~~2001,~~ our ~~operating~~majority owned subsidiary Harrison, ~~Mason~~Vickers ~~Hill~~and &Waterman CoInc. (“HVWC”), is ~~was~~a ~~liquidated~~51% byowner ~~the~~of ~~Securities~~a ~~Investors~~World ~~Protection~~of ~~Corporation.~~Beer Asfranchise arestaurant ~~result, we~~located ~~became~~in aConnecticut ~~shell~~and ~~corporation~~intends ~~whose~~to ~~principal~~establish ~~business~~additional ~~was~~franchise torestaurants in ~~locate~~other ~~and~~locations ~~consummate~~in aConnecticut ~~merger~~and ~~with~~the angreater ~~ongoing~~Boston ~~business~~area.

~~On September 19, 2007, we acquired Attitude~~Recent ~~Drink~~Developments ~~Company, Inc., a Delaware corporation (“ADCI”), under an Agreement~~ and ~~Plan~~Change of Merger among Mason Hill Holdings, Inc., MH 09122007, Inc. and ADCI. Pursuant to the Merger Agreement, each share of ADCI common stock was converted into 40 shares of Company common stock, resulting in ~~the~~Business issuance of 4,000,000 shares of our common stock. The acquisition was accounted for as a reverse merger (recapitalization) with ADCI deemed to be the accounting acquirer, and Attitude deemed to be the legal acquirer. Accordingly, the financial information presented in the financial statements is that of ADCI as adjusted to give effect to any difference in the par value of the issuer’s and the accounting acquirer’s stock with an offset to capital in excess of par value. The basis of the assets, liabilities and retained earnings of ADCI, the accounting acquirer, has been carried over in the recapitalization. On September 30, 2007, we changed our name to Attitude Drinks Incorporated. Our wholly owned subsidiary, ADCI, was incorporated in Delaware on June 18, 2007. Our principal executive offices are located at 712 U.S. Highway 1, North Palm Beach, Florida 33408. The telephone number is 561-227-2727. Our company’s common stock shares (PINX: ATTD) began trading in June 2008. Our fiscal year ends on March 31.Model

~~Nature~~On April 21, 2015, ABH and ABH’s other owners, Alpha Capital Anstalt, a company organized under the laws of ~~Business~~Liechtenstein (“Alpha”) and Tarpon Bay Partners LLC, a Florida limited liability company (“Tarpon Bay”), (collectively all three companies as shareholders of ABH), entered into a Purchase Agreement with HVWC pursuant to which the shareholders of ABH sold to HVWC all of the outstanding shares of stock of ABH, and ABH thereupon became a wholly owned subsidiary of HVWC. In consideration for the purchase of the shares of common stock of ABH, HVWC issued: (i) to us 51 shares of a newly created HVWC Series B Preferred Stock (the “Series B Preferred Stock”) and a seven year warrant (the “B Warrant”) to purchase 5,000,000 shares of HVWC’s common stock, par value $.0001 per share (the “HVWC’s Common Stock”), at an exercise price of $0.075 per share (subject to customary anti-dilution adjustments); (ii) to Alpha, a secured convertible note due April 20, 2017 (the “Secured Convertible Note”) in the principal amount of $1,619,375, a seven year warrant (the “Alpha Warrant”), to purchase 1,295,500,000 shares of HVWC’s Common Stock at an exercise price of $0.0025 per share (subject to customary anti-dilution adjustments), and an additional investment right (“AIR”) to purchase up to $3,750,000 in additional notes (the “AIR Note”) and corresponding warrants (“the “AIR Warrant”); and (iii) to Tarpon, a Secured Convertible Note in the principal amount of $554,791.67, a seven year warrant (the “Tarpon Warrant”) to purchase 443,833,333 shares of HVWC’s Common Stock at an exercise price of $0.0025 per share (subject to customary anti-dilution adjustments), and an AIR to purchase up to $1,250,000 in additional notes and corresponding AIR Warrants. In addition, Alpha acquired 32,300 shares of the HVWC’s Series A Preferred Stock (convertible into 32,300,000 shares of HVWC’s Common Stock) from HVW Holdings LLC (an entity of which Mr. James Giordano, HVWC’s prior Chief Executive Officer and Chairman of the Board, is the managing member), subject to the terms of a Purchase Agreement (the “Series A Purchase Agreement”). We purchased 87,990,000 shares of HVWC’s Common Stock from HVW Holdings LLC at a price of $65,000, subject to the terms of a Purchase Agreement (the “Common Stock Purchase Agreement”) thereby making us the majority owner of HVWC. We will consolidate 100% of HVWC’s financial results after April 21, with the recording of applicable minority interest eliminations.

~~Currently,~~From ~~our~~the ~~plan~~formation of ~~operation~~ABH ~~during~~ on December 1, 2014 until April 21, 2015, we were the ~~next~~majority 12holder ~~months~~of isthe outstanding toequity ~~focus~~of onABH (we held 87.5% of the ~~non-alcoholic~~outstanding ~~single~~common ~~serving~~stock ~~beverage~~of ~~business,~~ABH ~~developing~~and Alpha and ~~marketing~~Tarpon ~~milk~~Bay ~~based~~held ~~products~~9.9% and 2.6%, respectively, inof ~~two~~the ~~fast~~outstanding ~~growing~~common ~~segments:~~stock ~~sports~~of ~~recovery~~ABH) and ~~functional~~the ~~dairy.~~active Wemanager doof ~~not~~ABH, accordingly ~~directly~~for ~~manufacture~~the ~~our~~year ~~products~~ended ~~but~~March ~~instead~~31, ~~outsource~~ 2015, the ~~manufacturing~~financial ~~process~~results toof aABH ~~third~~were ~~party~~consolidated ~~contract~~into ~~packer~~our overall financial statements with the recording of any minority interest related activities.

The Business

From 2001 to 2007, we were a shell corporation, whose principal business was to locate and consummate a merger with an ongoing business which occurred on September 19, 2007. Once the merger was completed, we developed our first product which was a “healthful” energy drink called VisViva™. This particular product was formulated as a juice blend with our proprietary IQZOL™ energy formula in 12 ounce “slim” cans. This additive blend provided a unique energy boost with low calories, carbohydrates and caffeine levels, thereby revolutionizing the energy experience derived from energy drinks. Production began in January 2008 with the first generated sales in late March 2008. Our initial co-packer for the VisViva ™ product was Carolina Beer & Beverage LLC in Mooresville, North Carolina. We stopped the production and sale of the VisViva™ product during 2010 and will consider reintroducing this product as a “focus drink” in late 2014 or 2015. Our second product which is branded as “Phase III® Recovery” is a milk-based protein drink which is available in chocolate and vanilla flavors with expectation to produce a banana flavor in 2014. Our co-packer for our dairy based product is O-AT-KA Milk Products Cooperative, Inc. in Batavia, New York. As our company grows and matures, a disruption or delay in production of any of such products could significantly affect our revenues.

Our ability to estimate demand for our products is imprecise and may be less precise during periods of rapid growth, particularly in new markets. If we materially underestimate demand for our products or are unable to secure sufficient ingredients or raw materials, we might not be able to satisfy demand on a short-term basis. We completed development on our second product, “Phase III® Recovery”, in 2010 which was introduced to address the growing need for sophisticated, exercise recovery solutions while offering a natural protein/carbohydrate ratio optimal for fitness recovery. This product contains 35 grams of protein that are naturally inherent in ultra filtered milk. The product is packaged as retort processed shelf stable dairy-based 100% milk based sports recovery drink, currently in both chocolate and vanilla flavors, in new state of the art, eco-friendly convenient re-sealable 14.5 oz aluminum bottles. We began distribution of this product in early 2010. Storage, distribution and sale of this product can be done at room temperature while our current retail presence is predominantly in coolers.

~~Other products to be considered in the~~The ~~future~~Functional ~~will~~Beverage ~~be Blenders™ ‘Meal on the Move’ which will be a lactose free milk based meal replacement in various flavors~~Business. ~~This product is expected to be developed and marketed in 2015, depending on available capital.~~

We currently sell a milk-based protein drink, branded as “Phase III® Recovery,” which is available in chocolate and vanilla flavors with expectation to produce a banana flavor in 2016. Phase III® Recovery is designed for the third phase of exercise, the “after phase” of before, during and after. This product is the first milk-based protein drink we believe ever to be produced in the U.S. and is shelf-stable with a twelve (12) months long shelf life. We completed development of our, “Phase III® Recovery” product, in 2010 and began selling this product in February 2010, which was introduced to address the growing need for sophisticated, exercise recovery solutions while offering a natural protein/carbohydrate ratio optimal for fitness recovery. This product contains 35 grams of protein that are naturally inherent in ultra-filtered milk. The product is packaged as a retort processed shelf stable dairy-based 100% milk based sports recovery drink, in a new state of the art, eco-friendly convenient re-sealable 14.5 ounce aluminum bottles. We began distribution of this product in early 2010. Storage, distribution and sale of this product can be done at room temperature while our current retail presence is predominantly in coolers. We do not directly manufacture our products but instead outsource the manufacturing process to a third party contract packer. Our co-packer for our dairy based product is O-AT-KA Milk Products Cooperative, Inc. in Batavia, New York and has the most advanced retort processor and know-how to produce this product with state-of-the-art milk filtration systems as well as the packaging of this product in new Ball Container aluminum eco-friendly re-sealable bottles. The primary target for Phase III Recovery® is active sports minded males and females from ages 15 to 35, but we will target active sports and exercise consumers at all levels. Gyms, sports teams, body builders and even high-endurance athletes are all beginning to focus on sports recovery drinks which we consider the “next generation” sports drink. We anticipate the development of other dairy based drink products in 2016, depending upon available capital As our company grows and matures, a disruption or delay in production of any of such products could significantly affect our revenues.

To date we have derived $53,196 in net revenue from the sale of our “Phase III® Recovery” product. Our ability to estimate demand for our products is imprecise and may be less precise during periods of rapid growth, particularly in new markets. If we materially underestimate demand for our products or are unable to secure sufficient ingredients or raw materials, we might not be able to satisfy demand on a short-term basis.

We developed our first product which was a “healthful” energy drink called VisViva™ in 2008. This particular product was formulated as a juice blend with our proprietary IQZOL™ energy formula in 12 ounce “slim” cans. This additive blend provided a unique energy boost with low calories, carbohydrates and caffeine levels, thereby revolutionizing the energy experience derived from energy drinks. Production began in January 2008 with the first generated sales in late March 2008. Our initial co-packer for the VisViva ™ product was Carolina Beer & Beverage LLC in Mooresville, North Carolina. We stopped the production and sale of the VisViva™ product during 2010 to focus on production of our “Phase III® Recovery” product. We do intend, however, to consider reintroducing this product as a “focus drink” when the market is favorable and when available capital is available, possibly in 2016.

Other products to be considered in the future will be Blenders™ ’Meal on the Move’ which is expected to be a lactose free milk based meal replacement in various flavors. This product is expected to be developed and marketed in 2016, depending on available capital.

We organized a Scientific Advisory Board of three well known experts that have extensive experience in sports nutrition. This board is helpful in communicating the scientific benefits of our sports recovery drink as well as new functional milk drinks. Their contacts in the world of sports will be very important in our sales efforts, especially in the early days.

Attitude Beer Holding Co. (World of Beer)

On December 24, 2014, we entered into a joint venture agreement with New England WOB, LLC (“NEWOB”), ABH (“ABH”), Glenn E. Straub (“Straub”) and James D. Cecil (“Cecil”). NEWOB entered into an Area Development Agreement with World of Beer Franchising, Inc which is in the business of entering into franchise agreements with third parties to own and operate World of Beer themed bar/restaurants. NEWOB developed a World of Beer franchise in Stamford, Connecticut as well as West Hartford, Connecticut. Pursuant to the terms of the joint venture agreement, ABH was granted the right to participate in any World of Beer franchise that NEWOB proposes to develop. ABH has the option to become a 51% owner of any new World of Beer franchise if it contributes 100% of the budgeted development costs of developing such new World of Beer franchise locations. NEWOB manages the operations of each World of Beer franchise location. The financial results of each World of Beer franchise location will be consolidated into the overall results of ABH which in turn will be consolidated into the overall results of HVWC subsequent to its acquisition of ABH and our financial statements until such date. All applicable minority interest related items will be recorded for proper consolidations and reported results for Attitude’s consolidated financial statements.

Also on December 24, 2014, ABH acquired a 51% equity interest in the West Hartford, Connecticut World of Beer franchise location, which is a 4,000 sq. foot tavern that sells a selection of over 500 craft and imported beers along with tavern food and other spirits and cocktails. New England World of Beer holds franchise rights for the right to develop World of Beer franchise locations in all of Connecticut and Massachusetts. ABH also obtained an option for two years to purchase 51% of the Stamford, Connecticut World of Beer franchise location that was opened earlier in 2014. To date, the option has not been exercised.

ABH expects to actively pursue the development of other World of Beer franchise locations in the state of Connecticut and the greater Boson areas with our joint venture partner, New England WOB LLC. Since opening its first tavern in Tampa, Florida in 2007, World of Beer has grown to over 80 locations in 20 states. What began as a neighborhood tavern to sample great craft beers and swap beer-talk for co-founders Scott Zepp and Matt LaFon is becoming a unique cultural phenomenon celebrating the world of craft beers, great food and camaraderie. Centered on a diverse selection of local and global craft beers, delicious “tavern fare” and live music, World of Beer offers the best craft variety on the planet to the beer aficionado and casual beer fan alike. Additional information can be found by visiting the World Beer website at www.worldobeer.com

World of Beer restaurants feature a family friendly environment that offers over 500 imported and craft beers, 50 beers on tap plus a wide variety of menu items. The restaurant creates a welcoming neighborhood atmosphere that includes a multi-media system, a full beer and spirit bar and an open layout, which is designed to appeal to sports fans and families alike. We believe that the World of Beer restaurant differentiates its dining experience from those at other restaurants by appealing to a wide demographic base. First, for any beer aficionado, they can sample all sorts of brews not commonly found in a welcoming social environment. Second, for the sports fans, they can find their favorite event on a wide variety of televisions. Third, for any family group that is looking for a dining experience that is different from typical restaurants, the restaurant allows its guests to customize their experience to meet their time demands and experience requirements. The restaurant gains acceptance through other World of Beer locations throughout the country. The concept is further strengthened by the restaurant’s emphasis on operational excellence supported by operating guidelines and employee training.

The joint venture is expected to be a growth enterprise that tailors its restaurants to meet the needs of its target demographic base. To implement its strategy, the joint venture intends to

•

Identify, invest in and develop new locations;

•

Continuously develop and deliver unique guest experiences;

•

Create an inviting neighborhood atmosphere;

•

Focus on operational excellence;

•

Increase same-store sales, average unit volumes, and profitability.

ABH’s joint venture (JV) with NEWOB is expected to originally concentrate in the New England area where ABH believes its strategy is most likely to take hold. The JV has developed procedures for identifying new opportunities, determining its expansion strategy in those areas and developing sites for franchised restaurants and taverns. The current growth strategy is to continue to open franchised locations.

In New England, the JV plans to continue to open new restaurants and taverns until a market is penetrated to a point that enables it to gain marketing, operational, cost and other efficiencies. The JV intends to have a franchise system through the development of new locations.

Along with planned unit growth, the JV is focused on innovating its customer experience in order to enhance each visit to its establishment and strengthen brand loyalty by customizing its menu for specific events that it believes will draw a particular crowd (e.g. - Daytona 500) as well as combining foods with specific beer promotions (e.g. - Bavarian pretzels with German lager promotions).

The World of Beer menu is standard for most items throughout all locations, but there are typically some specialty items added for local tastes and preferences that vary based upon specific promotions or sporting events. The typical menu includes “Tavern shares” which are appetizers that include onion rings, shrimp and potatoes. Entrees include traditional bar fare such as hamburgers, salads and desserts.

The West Hartford restaurant and tavern features a full bar which offers an extensive selection of over 500 different local, regional and imported bottle beer selections and craft and favorite beer on 50 rotating taps as well as popular and craft wine and spirits. NEWOB periodically introduces new menu items in order to improve the experience. The strategy is to balance the established menu offerings that appeal to loyal guests with new menu items that increase guest frequency and attract new guests.

The restaurants and taverns are “open layouts” which provide for complete visibility for patrons. The open layout, combined with the detailed selection of beers, we believe makes for an excellent experience that combines a friendly atmosphere, sporting events and its outstanding beer selection. ABH strives to provide a high-energy atmosphere where friends can gather for camaraderie and to celebrate competition, as well as allow guests the flexibility to customize their dining experience. The inviting and energetic environment of the restaurant is designed using furnishings that can be easily rearranged to accommodate parties of various sizes. The restaurant and tavern also features distinct dining and bar areas.

The site selection process is integral to the successful execution of ABH’s growth strategy. Criteria examined include key demographics, population density and other measures. The JV examines site-specific details including visibility, signage, access to main roads and parking. New England WOB LLC’s managing directors have many years of commercial real estate development and broad business experience as entrepreneurs, operators as well as having managed numerous businesses and commercial real estate ventures.

All franchise agreements will be subject to approval of World of Beer Franchising Inc. and will require that each franchised location operate in accordance with their defined operating procedures, adhere to the established menus, meet applicable quality, service, health and cleanliness standards and comply with all applicable laws.

The West Hartford store utilizes a standard point-of-sale system which tabulates sales as well as items sold. The restaurant has daily reporting of revenues and expenses plus inventory on hand.

The restaurant industry is intensely competitive. ABH competes on the basis of the taste, quality and price of food offered, guest service, ambience, location and overall guest experience. We believe that the restaurant’s attractive price-value relationship, the atmosphere of the restaurant, the sports viewing experience, the focus on guests and the quality and distinctive flavor of our food enable ABH to differentiate itself from its competitors. We believe ABH competes primarily with local and regional sports bars and national casual dining and quick casual establishments and to a lesser extent with quick service restaurants. Many of its direct and indirect competitors are well-established national, regional or local chains, and some have greater financial and marketing resources than ABH’s does.

In House Intellectual Property

We have a trademark for Phase III® from the United States Patent and Trademark Office that was registered December 28, 2010.

While working on trademark and brand development for the dairy platform of functional drinks and protein delivery, we were approached by the owners of the entire intellectual property portfolio once developed and commercialized at Bravo Brands, Inc., a public company where Roy Warren (our CEO and director), Tommy Kee (our CFO) and Mike Edwards (our director) were previously employed. On August 8, 2008, we entered into an Asset Purchase Agreement with RFC BB Holdings, LLC (seller) ~~with~~and issued them a $507,500 secured convertible promissory note to purchase the right, title, trademarks and interest to this intellectual property portfolio, notably “Slammers” and “Blenders”. As these particular brands have been marketed and sold in the past, it is anticipated that these products can be reintroduced into the market much quicker and less expensive than developing a brand new product. The entire $507,500 note has been converted into shares of common stock.

Production Contracts/Administration

Our operations are only in the United States and are run directly by our subsidiary, Attitude Drink Company, Inc. (“ADC”) which also is the operating company. On December 16, 2008, the ~~Company~~ADC signed a manufacturing co-packing agreement with O-AT-KA Milk Products Cooperative, Inc. for the production of our latest product, Phase III® Recovery and future new dairy-based products. The manufacturer ~~shall~~is obligated to manufacture, package and ship such products. ~~The Company~~ ADC pays for all shipping of the products F.O.B., the facility, as title of the products is passed to the receiver once products are delivered and received on premise.

Industry Trends

~~We are an innovative beverage brand-development~~The ~~company~~Functional ~~that~~Beverage was formed to exploit the accelerating shift in beverage consumption patterns of Americans. Consumers are embracing two distinct trends which have redefined the ever-growing single serve beverage industry. First, consumers representing all demographics are purchasing fewer “empty-calorie”, sugar sweetened, carbonated beverages, a trend that has continued for the last ten years. Second, and according to the CSP 2012 Category Management Handbook, “we’ll definitely see more and more functional beverages offering nutrient, vitamins and probiotics”. In our opinion, consumers are demanding drinks with functionality, delivering either nutritional or experiential impact. During recent years, our experience has indicated beverage consumers have demonstrated growing enthusiasm to pay significant premiums for these functional beverages while exhibiting passionate brand loyalty to the brands.Market

~~Management has extensive experience innovating~~Milk, ~~functional~~while ~~products and pioneered~~ the ~~milk-based~~second ~~platform~~highest ~~of this~~ beverage ~~“revolution”~~consumed ~~previously~~in atAmerica ~~Bravo!~~in ~~Brands Inc.~~terms ~~During~~of ~~that~~overall ~~time~~volume, ~~management~~is ~~worked~~still ~~with Coca~~under-~~Cola~~represented ~~Enterprises~~in tothe ~~launch~~American ~~branded milk beverages nationwide. We enjoy strategic~~single ~~relationships,~~serve ~~know~~ready-~~how,~~to-drink ~~creativity~~beverage ~~and~~industry. ~~perspective~~While inknown ~~this~~for ~~space.~~generations Weby ~~believe~~nutritionists ~~that~~and ~~the~~more ~~two~~recently ~~platforms~~identified ~~that~~by ~~we will address~~sports, ~~sports~~hydration, ~~recovery~~metabolism and ~~functional~~protein ~~dairy,~~professionals ~~represent~~and ~~the~~scientists ~~fastest~~as ~~growing,~~“mother nature’s most ~~innovative~~perfect ~~and~~food”, ~~highest~~milk ~~priced~~has ~~drinks~~yet ~~ever~~to be ~~seen~~successfully inbranded ~~the~~and ~~beverage industry~~commercialized.

~~Market~~We are ~~Analysis~~an innovative beverage brand-development company that was formed to exploit the accelerating shift in beverage consumption patterns of Americans. Consumers are embracing two distinct trends which have redefined the ever-growing single serve beverage industry. First, consumers representing all demographics are purchasing fewer “empty-calorie”, sugar sweetened, carbonated beverages, a trend that has continued for the last ten years. Second, and according to the May, 2015 edition of Beverage World, in the Back-to-basics functionality section, “consumers are growing wary of some functional claims, and that is beginning to shape the functional drink market. Consumers are increasingly looking for beverages to deliver more than just taste and refreshment; namely some kind of functionality. Within functional drinks, the new “it” ingredient is “protein” We believe consumers are demanding drinks with functionality, delivering either nutritional or experiential impact. During recent years, we have seen beverage consumers demonstrate a growing willingness to pay significant premiums for these functional beverages, while exhibiting passionate brand loyalty to the chosen brands.

~~While there may be more current information,~~Management ~~the~~has ~~most~~extensive ~~recent~~experience ~~data~~innovating ~~that~~functional weproducts ~~have~~and ~~analyzed~~helped ispioneer ~~informative.~~the ~~According to data from Chicago~~ milk-based ~~Mintel,~~platform ~~the~~of ~~sports~~this ~~drink~~beverage ~~category~~“revolution” ~~grew~~previously 30at ~~percent~~Bravo! ~~from~~Brands $5Inc.4 ~~billion~~During tothat ~~nearly~~time, $7management ~~billion~~worked ~~between~~with ~~2008~~Coca-Cola ~~and~~Enterprises ~~2013.~~to ~~The~~launch ~~growth~~branded ~~was~~milk ~~driven by advertising and new product~~beverages ~~lines from brands between 2010 and 2012~~nationwide. ~~Sports~~We ~~drinks~~enjoy ~~face~~strategic ~~increasing~~relationships, ~~competition~~know-how, ~~from~~creativity ~~other~~and ~~beverage~~perspective ~~categories~~in ~~offering~~this ~~consumers increasingly comparable functionality~~space. ~~Mintel~~We ~~stated~~believe that ~~sports drinks carry a positive health perception, with 39 percent of sports drink consumers viewing~~ the ~~beverage~~two ~~as a healthy alternative to carbonated soft drinks (“CSD’s”) or juices.~~platforms ~~Twenty-four~~that ~~percent~~we ofwill ~~parents~~address, ~~also indicated giving their children~~ sports ~~drinks~~recovery ~~as a replacement for CSD’s or juices. Functional claims are expanding across food~~ and ~~drink~~functional ~~categories~~dairy, asrepresent ~~brands seek to differentiate themselves from~~ the ~~competition,~~fastest ~~and consumers seek added value for their shopping dollars. Look for many more variations in flavor claims~~growing, ~~packaging~~most innovative and ~~messaging~~highest aspriced drinks ~~ways~~ever ~~for brands~~seen in ~~this~~the ~~category~~beverage ~~to grow~~industry.

Chicago based Euromonitor noted that the U.S. sports drink market began to slow in 2012 and was essentially flat in 2013. The category has been subject to a confluence of external pressures with consumers open to exiting the category— for other hydration-focused packaged beverages which favor our Phase III® Recovery products. Euromonitor International continued to report that consumers have shied away from high-sugar, high-calorie packaged beverages over the past two years but despite the pressure they are facing from these outside categories, sports drinks still have opportunities to re-engage consumers as there is considerable opportunity for ‘natural’ alternative recovery and hydration beverages.6

~~When it comes to sports drinks, two brands~~Craft ~~are~~Brewing ~~synonymous~~Market with the category: Gatorade and Powerade. According to Siselk Purchasek, New York based PepsiCo Inc.’s Gatorade brand and Atlanta-based The Coca Cola Co,’s Powerade brand accounted for 96 percent of the category for the 52 weeks ending November 3, 2013. For the non-aseptic sports drink segment, the two accounted for 99 percent in IRI-measured channels ending March 23, 2014. Gatorade makes up 78 percent of that share. Although Gatorade makes up the majority, Powerade has gained traction over the years.

4Craft brewing is indeed booming in the United States. The demand for more flavorful beers is much higher. The 2015 beer drinker is more knowledgeable, more adventurous and sophisticated and does not hesitate to pay premium prices for a premium product. The Brewers Association point out that on a per capital basis, the United States is still underserved by existing craft brewers. There are more beer drinkers than wine drinkers. The average craft beer drinker earns about $75,000 income and when they go out for the evening, they are seeking a pub with 50 beers on tap, supporting ABH’s decision to develop and manage World of Beer franchise taverns in the New England area which attracts millions of visitors each year who look to partake in the local flavors including craft beers. We believe that the World of Beer locations will have what these customers want, both major and craft brands.

~~Sports drinks aren’t the only ready-to-drink~~Market (RTD) beverages that consumers are turning to in order to support their active, healthy lifestyles. According to Chicago-based The NPB Group’s “Protein Perceptions and Needs” report, 78 percent of U.S. consumers say that protein is important for a healthy diet. However, they are split on what the best sources of protein are, with half naming non-meat sources and the other half naming meat. Those non-meat sources included eggs, yogurt, nuts and seeds, but consumers also are finding favor in protein drinks. Smaller than the sports drinks category, nutritional drinks, including meal replacement beverages, accounted for less than half of the sales of sports drinks in 2013 at $3.2 billion, according to Mintel’s January report “Nutritional and Performance Drinks – US.” Even smaller than that was protein drinks, with $2.1 billion in sales in 2013; however, this is a 51.2 percent increase from 2011 when sales were $1.4 billion the report notesAnalysis: “Protein RTDs within the sports nutrition category are growing strongly,” says Euromonitor’s Chris Schmidt, consumer health analyst. Their push into mainstream retailers and an increasing focus on lifestyle and functional nutrition branding – as opposed to hardcore sports recovery – along with the glowing praise heaped on protein by the popular media, is driving growth in both relatively mature and emerging markets.” Schmidt notes that Euromonitor defines protein drinks as beverages that contain 20 or more grams of protein and are positioned for sports performance and recovery. Schmidt notes that although RTD protein drinks have gained a bigger following n the past few years, the segment appeals more to everyday consumers versus hard-core athletes because of the price difference compared with protein powders.

~~Due to limited capital, we are not able~~Protein to purchase the most updated data, but we consider the following information as very informative about the beverage industries. The CSP (convenience store/petroleum) recently released their “2012 Category Management Handbook.” In their release and according to the Nielsen Co. and Dr. Pepper Snapple Group, Inc., the Sports Drinks category represented 9.2% of the nonalcoholic beverages sector for the 52 weeks ended January 28, 2012. In addition and according to the Symphony/IRI Group, the Sports Drinks category reflected increases in unit sales in 2011 as follows: food – 9.6%; drug -10.4%; and convenience stores – 12.9%. In fact the pace of sports-drink sales increases held steady in 2011, with dollars up nearly 10% and units up almost 13%. In the last quarter of the year, the pace actually accelerated.

~~Further,~~According to ~~findings~~“Back-to-basics functionality” data from the ~~Sports~~Beverage World edition for May, 2015, “Ready-to-drink protein beverages are seeing strong growth and ~~Performance~~Euromonitor International puts the U.S. RTD protein beverage market at $550 ~~Nutrition~~million. ~~2011~~The ~~Conference~~segment asis ~~published~~forecast byto ~~Multi~~see 50 percent growth through 2018, Euromonitor says.” Well-~~Sport~~documented ~~Research~~nutritional benefits ~~Ltd~~bode well for protein’s continued growth. onEnergy ~~May~~shots 26have not fared as well and the segment seems to be already a mature one, ~~2011~~with ~~indicated~~sales declines the ~~following:~~past two years. “Sports drinks saw a slight uptick last year” at .2% volume growth (per May 2015 Beverage World). We believe there will be many more variations in flavor claims, packaging and messaging as ways for brands in this category to grow.

-Jessica Jacobsen, ~~Combined~~editor ~~enrollment~~of atBeverage ~~Ironman~~Industry released a research on May 12, 2015. In the research, she listed some interesting comments IMfrom 70other key analysts in the beverage industry.3 ~~and~~“Howard ~~ITU~~Telford, ~~(World~~beverage ~~Cup~~analyst &for ~~World~~Chicago-based ~~Championship)~~Euromonitor ~~events~~International, notes ~~grew~~that ~~more~~the ~~than~~U.S. ~~20%~~sports ondrink ~~year~~market began to slow in ~~2009~~2012 asand ~~this~~was ~~growth~~essentially ~~came~~flat ~~amidst~~in ~~global~~2013.” “The category has ~~recession~~been subject to a confluence of external pressures with consumers open to exiting the category--- for other hydration-focused packaged beverages,” he says which we believe favor our Phase III® Recovery products. “Consumers have shied away from high-sugar, high-calorie packaged beverages over the past two years,” Telford says and continued “But despite the pressure they are facing from these outside categories, sports drinks still have opportunities to re-engage consumers. There is considerable opportunity for ’natural’ alternative recovery and hydration beverages,” Telford explains.

-Jessica Jacobsen Ancontinued ~~online~~to ~~and~~present TVher ~~push~~findings on comments from Elizabeth Sisel, ~~notably~~beverage analyst for Chicago-based Mintel. by“When ~~ITU~~it incomes ~~2010~~to sports drinks, ~~presents~~two ~~strong~~brands ~~broadcast~~are ~~and~~synonymous ~~revenue~~with ~~opportunities~~the –category: ~~particularly~~Gatorade ~~leading~~and Powerade. According to Sisel, ~~2012~~Purchase, N.Y.-based PepsiCo Inc’s Gatorade brand and ~~beyond~~Atlanta-based The Coco-Cola Co.’s Powerade brand accounted for 96 percent of the category for the 52 weeks ending Nov. 3, 2013. For the non-aseptic sports drink segment, the two accounted for 99 percent in IRI-measured channels ending March 23, 2014. Gatorade makes up nearly 78 percent of that share.”

Further reports from Jessica Jacobsen on “Protein, please” stated that “Sports drinks aren’t the only ready-to-drink ~~Sales~~(RTD) beverages that consumers are ~~largely~~turning ~~via~~to ~~specialty~~in order to support their active, healthy lifestyles. According ~~retail~~to ~~rather~~Chicago-based The NPD Group’s “Protein Perceptions and Needs” report, 78 percent of U.S. consumers say that protein is important for a healthy diet. However, they are split on what the best sources of protein are, with half naming non-meat sources and the other half naming meat. Those non-meat sources included eggs, yogurt, nuts and seeds, but consumers also are finding favor in protein drinks. Smaller than ~~‘big~~the ~~box~~sports drinks category, nutritional drinks, including meal replacement beverages, accounted for less than half of the sales of sports drinks in 2013 at $3.2 billion, according to Mintel’s ~~retail~~January report “Nutritional and Performance Drinks – US. Even smaller than that was protein drinks, with $2.1 billion in sales in 2013; however, this is a 51.2 percent increase from 2011 when sales were $1.4 billion the report notes. Protein RTDs within the sports nutrition category are growing strongly, says Euromonitor’s Chris Schmidt, consumer health analyst. Their push into mainstream retailers and an increasing focus on lifestyle and functional nutrition branding – as opposed to hardcore sports recovery – along with the glowing praise heaped on protein by the popular media, is driving growth in both relatively mature and emerging markets. Schmidt notes that Euromonitor defines protein drinks as beverages that contain 20 or more grams of protein and are positioned for sports performance and recovery.” In continuation, “Schmidt notes that although RTD protein drinks have gained a bigger following n the past few years, the segment appeals more to everyday consumers versus hard-core athletes because of the price difference compared with protein powders.”

~~- Price segmentation fits within standard premium/mainstream/value pricing brands with some ‘super-premium’ pricing across product sectors.~~7

~~- Interviews on sports nutrition~~Craft ~~usage~~Beer ~~indicated~~and ~~that~~World ~~16%~~ of ~~athletes~~Beer ~~and~~franchise ~~coaches~~restaurants ~~use the products daily, 24% use the products 4+ times a week~~ and ~~23% use the products 2-3 times a week.~~taverns

-According to ~~Feedback~~the ~~indicated~~May, 2015 edition of Beverage World, “craft beer may only hold 11% of the ~~top~~U.S. market in terms of volume, but craft ~~four~~brewers ~~factors~~dominate ~~that~~when ~~influence~~you ~~choice~~look at the number of ~~sports~~operating ~~nutrition~~breweries in the U.S. Craft by the numbers: ~~availability~~total ~~near~~retail ~~training~~dollar ~~facilities~~value, $19.6 billion; ~~results~~dollar ~~published~~share of beer, 19.3%; total number of craft breweries, 3418; number of breweries in ~~peer~~planning ~~review~~as of December ~~articles~~31, 2014, 2,051; ~~research~~number ~~evidence~~of ~~and~~brewery ~~blind~~openings ~~tests~~in 2014, 615; number of brewery closings in 2014, 46; and ~~taste~~increase in number of breweries 2013/14, +19%. The overall U.S. beer market posted modest growth of about 0.5% last year; now that craft commands 11% volume share (and ~~consistency~~19.3% dollar share) of the total category, it’s starting to have an impact on the industry’s growth trajectory. Craft is playing a much larger role in keeping total beer volume in the black.” Additional statistics reflected in the same Beverage World edition are as follows:

2014 CRAFT BEER STYLES
RANKED BY U.S. $ SHARE

	Dollar share of			2014
	top styles		Segment	growth

	22.7	%	India Pale Ale (IPA)	+46.9%
	16.6	%	Seasonal	+9.9%
	10.6	%	Pale ale	+10.1%
	7.8	%	Variety	+20.3%
	5.7	%	Amber ale	+5.7%
	4.9	%	Amber lager	+1.7%
	4.0	%	Bock	+5.4%
	27.7	%	All others

We believe that the drinking age is more willing to pay more for something new and perceived as higher quality than what their parents drank. Brand loyalty is perceived to be replaced by style. World of Beer franchises are expected to meet that demand as well as providing a social and active lifestyle with its consumers. Beverage World even states that “the craft spirits segment isn’t slowing down; if it continues on its current trajectory expect the number of small distilleries in the U.S. to surpass 1,000 by the end of 2017.” We expect the improvement in economy to also improve the growth of this industry.

Market Segment Strategy

~~As we have operated for nearly seven years,~~Our ~~our~~ future strategy will be to directly develop our products in the two fast growing segments: sports recovery and functional milk. We produced our first product, VisViva™ which is an energy drink; however, we are not currently producing that product ~~has~~as we ~~been~~have ~~tabled~~decided ~~for~~to ~~now~~focus our attention initially on our Phase III® Recovery product. Phase III® Recovery is our second product which is a protein sports recovery drink. We expect to develop two to three new products in the next two to three fiscal years, depending on available capital.

We know from experience that the largest retailers of milk products are demanding new and more diverse refreshment drinks, thus our response to consumer interest and demand with our dairy based product, “Phase III® Recovery” that was introduced in early 2010.

We also will continue to seek other territories for the development of additional World of Beer franchises.

Competition

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

5Important factors affecting our ability to compete successfully include taste and flavor of products, trade and consumer promotions, rapid and effective development of new, unique cutting edge products, attractive and different packaging, branded product advertising and pricing. We will also compete for distributors who will concentrate on marketing our products over those of our competitors, provide stable and reliable distribution and secure adequate shelf space in retail outlets. Competitive pressures in the sports beverage market could cause our products to be unable to gain market share, or we could experience price erosion, which could have a material adverse effect on our business and results.

Important factors affecting our ability to compete successfully include taste and flavor of products, trade and consumer promotions, rapid and effective development of new, unique cutting edge products, attractive and different packaging, branded product advertising and pricing. We will also compete for distributors who will concentrate on marketing our products over those of our competitors, provide stable and reliable distribution and secure adequate shelf space in retail outlets. Competitive pressures in the sports beverage market could cause our products to be unable to gain market share, or we could experience price erosion, which could have a material adverse effect on our business and results. According to The Beverage Industry magazine for May 2012, the domestic sports drink category is now estimated at approximately $4.1 billion annual sales.

We compete not only for customer acceptance but for maximum marketing efforts by multi-brand licensed bottlers, brokers and distributors, many of which have a principal affiliation with competing companies and brands. Certain large companies such as The Coca-Cola Company and Pepsico Inc. market and/or distribute products in that market segment such as Muscle Milk® and other protein beverages.

Our subsidiaries’ entry into development of new World of Beer franchises is new to us and is subject to the usual learning curve that is common among new developments. There is a large competition with other restaurant and/or bar establishments in the Northeast, specifically Connecticut and Boston, for customers and patrons. Our restaurants must outperform its competition, provide customers with the best value, service and satisfaction for their dining and drinking experiences.

Marketing

Management believes that the impact of the internet and the enhanced communication systems that it has enabled have dramatically changed the way we live our lives today. There is vastly improved access to information, and the public is bombarded with messages that have diminished the value and impact of traditional media advertising. There have been increases in interest in protein RTD “ready to drink” beverages.

Based on available capital, strong emphasis will be placed on public relations initiatives in an effort to capture and maintain consumer awareness. Validation of the advanced science behind each introduced brand will provide clear and reliable messaging behind each functional line. Carefully developed and executed focus groups will also be conducted, designed to raise awareness about the true functionality and lifestyle enhancement offered with each innovative line. We plan to focus on gorilla and grass roots marketing programs, investing in sponsorships and spokespeople in venues of competitive sports activities. This strategy allows promoters to develop brand essence, communicate directly with spectators and participants and promote trial with consumers directly. This marketing approach, best executed by the Red Bull energy drink brand, escapes the filters that consumers use to reduce messaging. When executed properly, as Red Bull has, this technique defines the brand image while consumers embrace the branding as trend setting entertainment. In addition, we intend to continue participating in nationwide events and programs supporting the unique causes.

Each World of Beer franchise store contributes funds to the overall marketing programs and campaigns of corporate World of Beer. These grouped marketing campaigns are expected to greatly spread the message about World of Beer stores over a much broader territory and increase brand awareness and value of the World of Beer name. In addition, we believe that social media will greatly aid efforts to attract customers to the restaurants as well as the promotion of local events and activities.

Government Regulation

The production, distribution and sale in the United States of many of our products are subject to the Federal Food, Drug and Cosmetic Act; the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health Act; various environmental statutes; and various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling and ingredients of such products.

Measures have been enacted in various localities and states that require that a deposit be charged for certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other deposit, recycling or product stewardship proposals have been introduced in certain states and localities and in Congress, and we anticipate that similar legislation and regulations may be proposed in the future at the local, state and federal levels, both in the United States and elsewhere.

We do not expect that compliance with these provisions will have a material adverse effect upon our capital expenditures, net income or competitive position.

The World of Beer locations are governed by state and local government regulatory agencies for the sale of alcohol.

Our History

We were formed in Delaware on May 10, 1988 under the name of L.H.M. Corp which later became Mason Hill Holdings, Inc. On September 19, 2007, we acquired Attitude Drink Company, Inc., a Delaware corporation (“ADCI”), under an Agreement and Plan of Merger among Mason Hill Holdings, Inc., MH 09122007, Inc. and ADCI. Pursuant to the Merger Agreement, each share of ADCI common stock was converted into 40 shares of Company common stock, resulting in the issuance of 4,000,000 shares of our common stock. The acquisition was accounted for as a reverse merger (recapitalization) with ADCI deemed to be the accounting acquirer, and Attitude deemed to be the legal acquirer. On September 30, 2007, we changed our name to Attitude Drinks Incorporated. Our wholly owned subsidiary, ADCI, was incorporated in Delaware on June 18, 2007. Our principal executive offices are located at 11231 U.S. Highway 1, #201, North Palm Beach, Florida 33408. The telephone number is 561-227-2727. Our company’s common stock shares (PINX: ATTD) began trading in June 2008. Our fiscal year ends on March 31th.

Employees

As of March 31, ~~2014~~2015, we currently have forty-eight full time employees. ~~Four~~as offour ~~these~~ individuals are employed at ~~the~~our corporate office. ~~with~~In ~~one~~addition, ~~sales~~44 ~~representative~~of the intotal ~~New York~~full ~~and,~~time ~~three~~employees ~~sale~~are ~~representatives~~employed at the World of Beer franchise location in ~~Florida~~West Hartford, Connecticut.

Research and Development

Over the last two years, ~~the~~we ~~Company~~ spent approximately $56,~~205~~600 and $25,~~425~~205, respectively, on research and development activities related to the Phase III® Recovery products. All costs were borne by ~~the Company~~us.

ITEM 2 - DESCRIPTION OF PROPERTY

~~On February 7, 2013, we moved to our current~~Corporate office at 712 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408 from our previous address at 10415 Riverside Drive, Suite 101, Palm Beach Gardens, Florida 33410. We entered into a three-year lease that began on February 1, 2013 with two (2) year renewable terms with a termination date of January 31, 2016. The minimum monthly base rent for the first year is $1,602 plus operating expense of $2,670 for a total monthly amount of $4,272 (excluding certain variable operating expenses and taxes), and the lease provides for annual 3% increases throughout its term. The lease covers 3,333 square feet and includes our right of first refusal to contiguous space.

6On February 7, 2013, we moved to our current office at 712 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408 from our previous address at 10415 Riverside Drive, Suite 101, Palm Beach Gardens, Florida 33410. We entered into a three-year lease that began on February 1, 2013 with two (2) year renewable terms with a termination date of January 31, 2016. The total minimum monthly base rent including operating expense for March 31, 2015 is $4,370 (excluding certain variable operating expenses and taxes), and the lease provides for annual 3% increases throughout its term. The lease covers 3,333 square feet and includes our right of first refusal to contiguous space. During late 2014, we had a disagreement with our landlord as they filed a motion in the circuit court of Palm Beach County, Florida to enforce a settlement for past due fees. We contest some of the amounts as we were forced to vacate the premises in an unsatisfactory limited amount of time which we had to abandon some of our office furniture and inventory. We now have a new mailing address of 11231 U.S. Highway, #201, North Palm Beach, Florida 33408.

World of Beer West Hartford, Connecticut

The West Hartford, Connecticut World of Beer property of 4,163 square feet of space is subject to a ten year lease that commenced May 16 2014 and provides an option to extend the lease for two (2) additional periods of five (5) years each. The minimum starting monthly base rent was $10,754 with 3% increases annually.

ITEM 3 - LEGAL PROCEEDINGS

On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the ~~state~~District Court of Denton County, Texas to recover the balance owed by us under a Sales Agent Agreement entered by the parties on November 1, 2008. This agreement requires us to pay $5,000 per month and a 5% commission on all net sales. On September 3, 2009, a final judgment by default was approved by the district court in Denton County, Texas for a total sum of $22,348. This claim has been recorded on the Company’s records. Due to the lack of adequate capital financing, we have not been able to make any payments. We ~~expect~~will toaddress ~~resolve~~ this matter as soon as practical and once we have adequate financing.

On ~~June~~August 521, 2009, ~~Tuttle~~CH ~~Motor~~Fulfillment ~~Sports~~Services, ~~Inc.~~ LLC commenced a lawsuit in the ~~state~~District Court of ~~Florida~~Mobile, Alabama to recover ~~the~~past ~~balance~~due amounts owed by us under a ~~Letter~~contract ofto ~~Agreement~~provide shipping toand ~~sponsor~~fulfillment aservices. ~~Top~~The ~~Fuel Dragster~~claim is for ~~the~~$2,106 ~~2008~~plus ~~NHRA~~interest ~~racing~~and ~~season~~legal incosts. ~~the~~This amount ofwas ~~$803,750.~~already ~~Out~~recorded ofon our ~~this~~records ~~total~~as ~~amount,~~well ~~only~~as ~~$300,000~~projected isinterest ~~required~~costs toof be$682 ~~paid in~~and ~~cash~~estimated ~~with~~court ~~the~~costs ~~remainder~~of to$307 befor ~~paid~~a intotal ~~shares~~ of ~~common stock~~$3,095. ~~This~~A ~~amount~~process ~~had~~of garnishment ~~already~~by ~~been~~the ~~recorded~~district court in ~~our~~Mobile ~~records. During May~~County, ~~2010,~~Alabama ~~Tuttle~~was ~~Motor~~approved ~~Sports~~on September 25, ~~Inc.~~2009 ~~dismissed~~for the ~~lawsuit~~total ~~without~~amount ~~prejudice~~of $3,095. On ~~Prior~~October to26, ~~that time~~2009, the ~~parties~~same ~~went~~court ~~through~~authorized ~~mediation but~~a ~~were~~garnishment ~~unable~~process to ~~settle.~~pay ~~The~~$657 ~~likelihood~~which was done as part payment of anthe ~~unfavorable~~total ~~outcome~~due amount. ~~cannot~~Current beoutstanding ~~evaluated~~balance asdue ~~another~~is ~~lawsuit~~$2,438. ~~possibly~~No ~~could~~other bepayments ~~filed against~~have ~~the~~been ~~Company~~made.

On October ~~August 21~~1, ~~2009~~2013, CHBeanpot ~~Fulfillment~~Broadcasting ~~Services~~Corp. d/b/a WXRV-FM, ~~LLC~~ commenced a lawsuit in the ~~state~~Commonwealth of ~~Alabama~~Massachusetts District Court Department of the Trial Court Haverhill Division to recover past due amounts owed by us ~~under~~for arendered ~~contract~~independent tosales ~~provide shipping and~~contracting ~~fulfillment~~ services. The claim iswas for $215,~~106~~500 ~~plus~~for ~~interest~~past ~~and~~due ~~legal~~services, ~~costs.~~$4,169 ~~This~~in ~~amount~~service ~~was~~charges, ~~already~~$363 ~~recorded~~for onprejudgment ~~our records as well as projected~~ interest ~~costs~~and of $~~682~~200 ~~and estimated~~ court costs ~~of $307~~ for a total of $320,~~095~~232. AThe ~~process~~total of$20,232 ~~garnishment~~amount bywas ~~the district~~already ~~court~~recorded inon ~~Mobile~~our ~~County~~records. On November 15, ~~Alabama~~2013, ~~was~~the ~~approved~~Trial onCourt of ~~September~~Massachusetts ~~25,~~entered ~~2009~~a judgment for the ~~total~~plaintiff ~~amount~~(“Beanpot”) offor the total $320,~~095~~232. OnDue ~~October~~to ~~26, 2009,~~ the ~~same~~lack ~~court~~of ~~authorized~~adequate capital afinancing, ~~garnishment~~we ~~process~~have tonot ~~pay~~been ~~$657~~able ~~which~~to ~~was~~make ~~done~~any aspayments. ~~part~~We ~~payment~~will ofaddress ~~the~~this ~~total~~matter ~~due~~as ~~amount.~~soon ~~Current~~as ~~outstanding balance~~practical ~~due~~and isonce ~~$2,438.~~we ~~No other payments~~ have adequate ~~been made~~financing.

On November ~~September 20~~27, 2013, ~~James~~we N.received ~~Fuller, Jr.~~an ~~commenced~~order aof ~~lawsuit~~the incourt ~~the~~from ~~state~~The Trial Court of ~~Florida~~Massachusetts toDistrict ~~recover~~Court ~~past~~Department, ~~due~~Small ~~amounts~~Claims Session ~~owed~~in byPlymouth, usMassachusetts ~~for~~to ~~rendered~~attend ~~independent~~a ~~sales~~hearing ~~contracting services.~~on ~~The~~December ~~claim~~12 ~~was~~2013 ~~for~~about ~~$18,300~~a ~~plus~~small ~~filing~~claims ~~fee~~amount of $~~460~~5,000 from Marshfield Broadcasting Company, Inc. ~~The~~to recover past due amounts. A total of $185,~~300~~500 was already recorded on our records. ~~Due~~On toDecember ~~lack~~31, ~~of adequate~~2013, ~~capital~~a ~~financing~~judgment in the amount of $5,238 wewas ~~have~~entered ~~not~~in ~~been~~favor ~~able~~of toMarshfield ~~make~~Broadcasting ~~any~~Inc. No payments. Wehave ~~expect~~been made as we expect to resolve ~~that~~this matter as soon as practical and once we have adequate financing.

On February ~~October 1~~4, ~~2013~~2014, ~~Beanpot~~Philip ~~Broadcasting Corp.~~Terrano ~~d/b/a WXRV-FM,~~ commenced a lawsuit in the ~~state~~circuit court of ~~Massachusetts~~the 15th Judicial Circuit and for Palm Beach County, Florida to recover past due amounts owed by us for ~~rendered~~past ~~independent sales~~compensation ~~contracting~~in ~~services.~~the ~~The~~amount ~~claim~~of ~~was~~approximately ~~for~~ $1517,~~500~~000. ~~for~~We disagree ~~past~~with ~~due~~this ~~services,~~amount ~~$4,169~~as inour ~~service~~records ~~charges,~~reflect ~~$363 for prejudgment interest and $200 court costs for~~ a total amount owed of $206,~~232~~974. ~~The~~On ~~total~~May ~~$20~~28,~~232~~ ~~amount~~2014, ~~was~~we ~~already~~entered ~~recorded~~into ona ~~our~~settlement agreement ~~records.~~with OnTerrano ~~November~~to ~~15,~~pay ~~2013, the~~him ~~Trial~~a ~~Court~~total of ~~Massachusetts~~$11,000, ~~entered~~to abe ~~judgment~~remitted ~~for~~60 ~~the~~days ~~plaintiff~~of ~~(“Beanpot”)~~the ~~for~~effective ~~the~~date ~~total~~of ~~$20,232~~this agreement. Due to ~~the~~a lack of ~~adequate~~ capital financing, we ~~have not been able to make any payments. We~~ expect to ~~resolve~~address this matter as soon as ~~practical~~we can.

On June ~~November 27~~9, ~~2013~~2014, weNorth ~~received~~Palm anBeach ~~order of~~Broadcasting ~~the~~Company ~~court~~d/b/a/ ~~from~~WSVU-AM ~~The~~Radio ~~Trial~~filed ~~Court~~a oflawsuit ~~Massachusetts~~in ~~Small~~the ~~Claims~~15th ~~Session~~Judicial Circuit in and for Palm Beach County, Florida to ~~attend~~recover apast ~~hearing~~due onservices ~~December~~owed 12by ~~2013~~us ~~about~~in athe ~~small claims~~ amount of $522,000 ~~from~~that ~~Marshfield~~is ~~Broadcasting~~due ~~Company,~~with ~~Inc~~interest. We todo ~~recover~~not ~~past~~agree ~~due~~with ~~amounts.~~that Aamount ~~total~~as ofwe did make various payments in 2013 that totaled $58,~~500~~000. ~~was~~We ~~already~~are ~~recorded~~working with that party to arrive at a mutual agreeable outstanding amount if any. We do not have any other outstanding balance that is recorded on our records. On ~~December~~August 316, ~~2013~~2014, we received a ~~judgment~~Default inFinal ~~the~~Judgment ~~amount~~from ofPalm ~~$5,238~~Beach ~~was~~County ~~entered~~Circuit Court in ~~favor~~Florida offor ~~Marshfield~~a ~~Broadcasting~~total ~~Inc~~amount of $23, 411. NoWe ~~payments have~~are ~~been~~still ~~made~~contesting asthat weamount and will resolve ~~this~~the matter as soon as ~~practical~~possible.

On June ~~February 4~~26, 2014, ~~Philip~~Innerworkings, ~~Terrano~~Inc. ~~commenced~~ filed a lawsuit in the ~~state~~County Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida to recover past due ~~amounts~~services owed by us ~~for past compensation~~ in the amount of ~~approximately~~ $175,~~000. We~~039 ~~disagree~~that ~~with~~is ~~this~~due ~~amount~~with asinterest. ~~our~~This ~~records~~same ~~reflect a total~~ amount ~~owed of $6,974. On May 28, 2014, we entered into a settlement~~has ~~agreement~~already ~~with~~been ~~Terrano~~recorded toon ~~pay~~our ~~him a total of $11,000, to be remitted 60 days of the effective date of this agreement~~records. ~~Due~~We ~~to a lack of capital financing, we~~ expect to address this ~~matter~~issue as soon as practical and when we ~~can~~have adequate capital.

On June 9, 2014, North Palm Beach Broadcasting Company d/b/a/ WSVU-AM Radio filed a lawsuit in the state of Florida to recover past due services owed by us in the amount of $22,000 that is due with interest. We do not agree with that amount as we did make various payments in 2013 that totaled $8,000. We are working with that party to arrive at a mutual agreeable outstanding amount if any. We do not have any other outstanding balance that is recorded on our records. On August 6, 2014, we received a Default Final Judgment from Palm Beach County Circuit Court in Florida for a total amount of $23, 411. We are still contesting that amount and will resolve the matter as soon as possible.10

On November ~~June 26~~11, 2014, ~~Innerworkings~~C.A. Courtesy Demos, Inc. ~~filed~~ commenced a lawsuit in the ~~state~~County ofCourt, Palm Beach County, Florida civil action to recover past due ~~services~~amounts owed by us infor ~~the~~rendered ~~amount~~services. ofThe claim was for $5,~~039~~803. ~~that~~We isdo ~~due~~not agree with ~~interest.~~this ~~This same~~ amount ~~has~~and ~~already~~have not ~~been~~ recorded this amount on our records. Weas ~~expect~~services were supposed to be rendered, but a hurricane in the northeastern section of the United States occurred at that given time. We will address this ~~issue~~matter as soon as practical and once we have adequate financing.

On November 1120, 2014, ~~C.A.~~Pavilion ~~Courtesy~~Law ~~Demos~~Center, ~~Inc.~~ ~~commenced~~LLC filed a ~~lawsuit~~motion in the ~~state~~Circuit Court of ~~Florida~~the toFifteenth ~~recover~~Judicial ~~past~~Circuit ~~due~~in ~~amounts~~and ~~owed by us~~ for ~~rendered services. The claim was for~~Palm $5Beach County,~~803.~~ WeFlorida doto ~~not~~enforce ~~agree~~a ~~with~~settlement ~~this~~agreement ~~amount~~for ~~and~~past ~~have~~due ~~not~~fees. ~~recorded~~We ~~this~~are ~~amount~~contesting onsome ~~our records as services were supposed to be rendered, but a hurricane in the northeastern section~~ of the ~~United~~amounts ~~States~~and ~~occurred~~will ~~at that given time. We expect to~~ resolve this matter as soon as practical.

7On April 22, 2015, Edgar Agents LLC filed a lawsuit in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida to recover past due amounts owned by us for rendered services. The claim was for $23,323.50 plus interest and costs. We have recorded $19,069.50 in our records as we have not received the backup for the $4,254.00 difference. On August 13, 2015, the court entered into a final judgment against us for a total amount of $24,215. We expect to resolve this matter as soon as practical and once we have adequate financing.

On August ~~November~~26, 202015, ~~2014~~Harrison, ~~Pavilion~~Vickers ~~Law~~and ~~Center,~~Waterman ~~LLC~~Inc. ~~filed~~(“HVW”) awhich ~~motion~~we own the majority of the outstanding shares received a lawsuit from James Giordano, previous CEO of HVW that was filed in the ~~circuit~~State ~~court~~ of ~~Palm~~Connecticut ~~Beach~~Superior ~~County,~~Court ~~Florida~~in toStamford, ~~enforce~~Connecticut. The aclaim ~~settlement~~is ~~agreement~~approximately $220,833 for past ~~due fees~~salaries. WeHVW ~~are~~does ~~contesting~~not ~~some of~~agree ~~the~~with ~~amounts~~this complaint and will ~~resolve~~address ~~this matter~~ as soon as ~~practical~~possible. HVW does have a recorded amount of $175,000 on its books.

ITEM 4- Mine Safety Disclosures – ~~(None)~~ Not Applicable

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common stock market price

The Company’s common stock began trading on the OTC Electronic Bulletin Board (ticker symbol ~~ATTD~~PINK.OB) on June 19, 2008. The approximate number of record holders of the Company’s common stock at ~~October~~September 3122, ~~2014~~2015 was 6,~~678~~515.

The following quarterly quotations for common stock transactions on the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. Source is NASDAQ.COM:

QUARTER	HIGH STOCK PRICE		LOW STOCK PRICE	~~LOW STOCK PRICE~~
Fiscal year – 2012/2013 (adjusted for reverse stock split)
Fiscal year – 2013/2014
First Quarter	$0.10	~~1.70~~	$0.05	$	~~0.50~~
Second Quarter	$0.05	~~0.50~~	$0.002	$	~~0.25~~
Third Quarter	$0.0024	~~0.50~~	$0.0005	$	~~0.05~~
Fourth Quarter	$0.003	~~0.20~~	$0.0008	$	~~0.05~~
Fiscal year – 2013/2014
Fiscal year – 2014/2015
First Quarter	$0.0019	~~0.10~~	$0.0004	$	~~0.05~~
Second Quarter	$0.0006	~~0.05~~	$0.0002	$	~~0.002~~
Third Quarter	$0.001	~~0.0024~~	$0.0002	$	~~0.0005~~
Fourth Quarter	$0.0012	~~0.003~~	$0.0001	$	~~0.0008~~
Fiscal year – 2015/2016
First Quarter	$0.0002		$0.0001

Dividends

The holders of common stock are entitled to receive, pro rata, such dividends and other distributions as and when declared by our board of directors out of the assets and funds legally available therefore. We have not paid dividends on our common stock and do not anticipate paying dividends to holders of our common stock in the foreseeable future. Management intends to retain future earnings, if any, to finance working capital and to expand our operations.

Securities Authorized for Issuance under Equity Compensation Plans


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

2013 Equity Incentive Plan approved by stockholders (Filed on January 28, 2013 as a Definitive 14C Information Statement	1,060,000		Options have not been granted, thus no exercise price	1,060,000
Equity compensation plan (Filed on May 25, 2010 a Form S-8)	7,500	$	30.00	3,922
Total	1,067,500	$	30.00	1,063,922

Sale of Unregistered Securities

Quarter Ended March 31, ~~2014~~2015

~~During January, 2014, we issued a promissory~~Attitude ~~convertible~~Drinks note dated January 1, 2014 in the principal amount of $25,000 as payment of the January, 2014 consulting services provided by Southridge Partners II, LP pursuant to the Consulting Agreement entered on July 19, 2012. We received no cash proceeds. The principal of this note is payable at the option of the holder at any time after the maturity date of May 31, 2015 in shares of the Company’s common stock. The note is not subject to interest and is convertible into shares of common stock in denominations of ten thousand dollars ($10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000. The note may be converted into common stock at a conversion price equal to the current market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for the common stock as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market, for the five (5) trading days ending on the trading day immediately before the relevant conversion date. The holder of this note may not convert this note to the extent such conversion would result in excess of 9.99% of the then issued and outstanding shares of common stock held by such holder. No conversions have been made for this note.Incorporated:

8On January 14, 2015, we issued a convertible note to Southridge Partners II LP pursuant to which we received $13,500. The note is subject to an interest rate of ten percent (10%) and has a maturity date of January 14 2017. The note is subject conversion terms of 75% of the average of the three lowest closing bid prices for the Common Stock for the ten trading days preceding a conversion date but in no event greater than $.02. No conversions have been made for this note.

~~During~~On January ~~February~~14, ~~2014~~2015, we issued a ~~promissory~~ convertible note ~~dated~~to ~~February~~Alpha 1,Capital ~~2014~~Anstalt ~~in the principal amount of $25,000 as payment of the February, 2014 consulting services provided by Southridge Partners II, LP~~ pursuant to ~~the~~which ~~Consulting~~we ~~Agreement entered on July 19, 2012. We~~ received ~~no cash proceeds. The principal of this note is payable at the option of the holder at any time after the maturity date of June 30~~$13, ~~2015 in shares of the Company’s common stock~~500. The note is ~~not~~ subject to an interest ~~and~~rate ~~is convertible into shares~~ of ~~common stock in denominations of~~ ten ~~thousand~~percent ~~dollars~~ ($10~~,000~~%) and ~~integral~~has ~~multiples~~a ~~thereof,~~maturity ~~provided~~date ~~that the number~~ of ~~shares~~January to14 ~~be issued upon conversion is a minimum of 3,000~~2017. The note ~~may~~is besubject ~~converted into common stock at a~~ conversion ~~price~~terms ~~equal~~of ~~to the current market price multiplied~~75% byof ~~eighty percent (80%). Current market price means~~ the average of the three lowest closing bid prices for the ~~common~~Common ~~stock~~Stock ~~as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market,~~ for the ~~five~~ten ~~(5)~~ trading days ~~ending~~preceding ona ~~the trading day immediately before the relevant~~ conversion date~~. The holder of this note may not convert this note to the extent such conversion~~ ~~would~~but ~~result~~ in ~~excess~~no ofevent ~~9.99%~~greater ofthan ~~the then issued and outstanding shares of common stock held by such holder~~$.02. No conversions have been made for this note.

On January ~~February 11~~14, ~~2014~~2015, we ~~entered~~issued ~~into~~a ~~an allonge~~convertible ~~number~~note 16to Whalehaven Capital Fund Ltd. pursuant to awhich ~~secured~~we received $31,500. The note is ~~held~~subject byto ~~Alpha~~an ~~Capital~~interest ~~Anstalt~~rate ~~which~~of ~~was~~ten ~~issued~~percent ~~February~~(10%) ~~22,~~and ~~2012~~has ina ~~the~~maturity ~~amount~~date of ~~$55,000~~January ~~less~~14 2017. The note is subject conversion aterms ~~finder’s~~of ~~fee~~75% of ~~$5,000~~the average of the three lowest closing bid prices for ~~net~~the ~~proceeds~~Common ~~received~~Stock infor the ~~amount~~ten oftrading days preceding a conversion date but in no event greater than $~~50,000~~.02. No conversions have been made for this note.

~~During March, 2013, we issued a promissory~~All ~~convertible note dated March 1, 2014 in the principal amount~~ of ~~$25,000 as payment of~~ the ~~March, 2013 consulting services provided by Southridge Partners II, LP pursuant to the Consulting Agreement entered on July 19, 2012. We received no cash~~ proceeds. ~~The principal~~from ~~of this note is payable at~~ the ~~option~~above ofnew ~~the~~financings ~~holder~~were atused any time after the maturity date of July 31, 2015 in shares of the Company’s common stock. The note is not subject to interest and is convertible into shares of common stock in denominations of ten thousand dollars ($10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000. The note may be converted into common stock at a conversion price equal to the current market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for ~~the~~working ~~common~~capital stock as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market, for the five (5) trading days ending on the trading day immediately before the relevant conversion datepurposes. The holder of this note may not convert this note to the extent such conversion would result in excess of 9.99% of the then issued and outstanding shares of common stock held by such holder. No conversions have been made for this note.

These securities were issued in reliance upon an exemption from registration under Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended. All of the investors were accredited investors and/or had preexisting relationships with the Company, there was no general solicitation or advertising in connection with the offer or sale of securities and the securities were issued with a restrictive legend.12

~~During the three months ended March 31,~~Attitude ~~2014,~~Beer ~~the~~Holding Company did not issue any new shares of common stock, mainly due to the Company’s hold on conversions while the Company was restating its Form 10-K for March 31, 2013 and its Form 10-Q for June 30, 2013Co.

From December 24, 2014 through March 24, 2015, ABH issued four installment convertible notes payable, the proceeds of which were used for the purchase and financing of the West Hartford World of Beer restaurant and tavern:


DATE OF NOTE ISSUANCE	ALPHA CAPITAL ANSTALDT		TARPON BAY PARTNERS LLC		TOTAL NOTES		MATURITY DATE		% INTEREST RATE

12/24/2014	$	246,187	$	91,063				12/24/2015		10	%
1/23/2015		225,000		75,000				12/24/2015		10	%
2/24/2015		225,000		75,000				12/24/2015		10	%
3/24/2015		200,437		66,813				12/24/2015		10	%

TOTAL	$	896,624	$	307,876	$	1,204,500

All of the above funds were used for building and opening the West Harford World of Beer. The conversion terms shall be either (i) if ABH’s common stock is traded on a trading market, the conversion price is 50% of the lowest bid price for the previous 50 days; (ii) if ABH’s common stock is not traded on a trading market, it is $0.40.

These securities were issued in reliance upon an exemption from registration under Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended. All of the investors were accredited investors and/or had preexisting relationships with the Company, there was no general solicitation or advertising in connection with the offer or sale of securities and the securities were issued with a restrictive legend.

During the three months ended March 31, 2015, the Company issued a total of 470,916,133 shares of common stock for the conversions of $94,750 of principal of convertible notes payable. No additional consideration was given for these conversions by the note holders. The shares of common stock issued upon conversion of these notes were issued pursuant to an exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) thereof as the conversions were an exchange of securities with existing holders exclusively, and no commission or other remuneration was paid or given in connection with the exchange.

ITEM 6 - SELECTED FINANCIAL DATA

Not applicable.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

EXECUTIVE LEVEL OVERVIEW

Our Business Model

~~Our plan of operation during the next 12~~Phase months is to focus on the non-alcoholic single serving beverage business, developing and marketing milk based products in two fast growing segments: sports recovery and functional dairy. We do not directly manufacture our products but instead outsource the manufacturing process to a third party contract packer. Our efforts were focused in our first full year operations primarily on developing our first energy drink which is called VisViva™ which sales began in late March 2008. We have since tabled that product.III

~~Milk,~~Our ~~while~~plan ~~the~~of ~~second~~operation ~~highest~~during ~~beverage~~the next ~~consumed~~12 inmonths ~~America~~is into ~~terms~~continue the implementation of ~~overall~~market ~~volume,~~and issales ~~still~~promotion ~~under-represented~~programs to gain awareness of our “Phase III® Recovery drink in ~~the~~new ~~American~~markets ~~single~~as ~~serve~~well ~~ready-~~as to~~-drink~~ ~~beverage~~build a national sales campaign throughout key markets in the west coast, southwest, ~~industry~~Midwest, southeast and northeast parts of the United States. ~~While~~We ~~known~~plan ~~for~~to ~~generations~~build byan ~~nutritionists~~aggressive and ~~more~~experienced ~~recently~~sales ~~identified~~team byto ~~sports,~~bring the ~~hydration~~brand to discerning consumers. In addition, ~~metabolism~~we intend to increase our efforts to sell our products online and ~~protein~~through increased ~~professionals~~social ~~and~~media ~~scientists~~marketing. asOur ~~“mother~~management ~~nature’s~~will ~~most~~continue ~~perfect~~to ~~food”~~focus on the non-alcoholic single serving beverage business, developing and marketing milk ~~has~~based ~~yet~~products toin betwo ~~successfully~~fast ~~branded~~ growing segments: sports recovery and ~~commercialized~~functional dairy. We do not directly manufacture our products but instead outsource the manufacturing process to a third party contract packer.

9The pricing and gross profit margin for the products will vary. Each product delivers different functionality and utilizes different types of packaging and package sizes. Without exception, these products are expected to command premium pricing due to the functionality and value-added formulation and will therefore be priced according to the nearest competitive brands in their respective spaces. The functional milk drinks are also expected to command approximately the same percentage margin due to the premium pricing commanded by the experiential functionality. Singles should obtain higher margin than multi-packs.

We completed research and development work in developing our latest dairy based product which is called “Phase III® Recovery” and is designed for the third phase of exercise, the “after phase” of before, during and after. This product is the first milk based protein drink ever to be produced in America and is shelf-stable with a twelve (12) months long shelf life. We started to sell this new product in February, 2010. Our co-pack partner, O-AT-KA Milk Products, is the largest retort milk processor in America, located in Batavia, New York and has the most advanced retort processor and know-how to produce this product with state-of-the-art milk filtration systems as well as the packaging of this product in new Ball Container aluminum eco-friendly re-sealable bottles. The primary target for Phase III Recovery® is active sports minded males and females from ages 15 to 35, but we will target active sports and exercise consumers at all levels. Gyms, sports teams, body builders and even high-endurance athletes are all beginning to focus on sports recovery drinks which we consider the “next generation” sports drink. We anticipate the development of other dairy based drink products in late 2014 or early 2015, depending upon available capital.13

~~We organized a Scientific Advisory Board~~World of three well known experts that have extensive experience in sports nutrition. This board is helpful in communicating the scientific benefits of our sports recovery drink as well as new functional milk drinks. Their contacts in the world of sports will be very important in our sales efforts, especially in the early days. Beer

WeAs ~~plan~~already tostated, ~~initially~~ABH ~~focus~~and onits ~~the~~joint ~~largest~~venture ~~markets~~partners ~~for~~of ~~beverages~~New inEngland ~~the~~WOB, ~~eastern~~LLC, ~~United~~anticipate ~~States. We~~developing ~~intend~~new toWorld ~~develop~~of ~~key~~Beer ~~working~~franchise ~~partnerships~~locations ~~with~~throughout ~~regional~~its ~~direct~~protected ~~store~~territories ~~delivery (DSD) beverage distributors~~ in ~~these~~Connecticut ~~markets~~ and ~~will~~greater ~~support them~~Boston, ~~based on available capital, with field representatives to assure sufficient shelf compliance~~Massachusetts. ~~Regional~~ ~~distributors~~It ~~have~~is ~~lost~~anticipated ~~four~~that ~~major~~ABH ~~beverage~~will ~~lines~~provide in the ~~last~~financing ~~couple of~~for ~~years~~construction ~~including~~of ~~Monster Energy (moved to Anheuser Bush)~~these stores, ~~Fuze~~and ~~(purchased~~New byEngland ~~Coca-Cola)~~WOB, ~~Vitamin~~LLC ~~Water (purchased by Coca-Cola, and the V-8 brands (now distributed by Coca-Cola). We~~ will ~~develop~~provide ~~regionally exclusive DSD agreements that are desperately needed by~~ the ~~distributors~~real toestate ~~replace~~location ~~these~~search ~~losses~~and development as well as ~~shipping~~manage ~~direct~~the tooperations of ~~our~~each ~~customers via our own storage system~~store.

WeWorld of ~~will~~Beer ~~pre-sell~~is an organization of over 80 company owned and franchised craft taverns and growing in ~~four~~20 ~~sales~~states. ~~channels;~~Most World of Beer ~~grocery,~~locations ~~convenience~~provide a selection of over 500 unique craft and imported beers, ~~drug~~modern tavern fare spirits and ~~sports~~craft cocktails and a ~~gym~~complete ~~specialty. Certain~~entertainment ~~accounts~~experience ~~like~~including ~~chained~~live ~~convenience~~music, ~~stores~~sports viewing, ~~grocery~~seasonal and ~~drug~~ ~~stores~~local ~~will~~celebrations ~~require~~and ~~warehouse~~highly ~~distribution. The~~trained ~~shelf~~servers with in-~~stable~~depth ~~and~~beer ~~long~~knowledge. ~~shelf~~ABH’s ~~life~~first ~~attributes~~World of ~~our~~Beer ~~products~~location ~~will~~is located in West Hartford, Connecticut which opened in ~~accommodate~~late ~~any~~January, 2015. The West Hartford location is a 4,000 square foot tavern and ~~all~~serves ~~distribution~~lunch and ~~warehouse~~dinner ~~systems~~daily and hosts live music performances on Friday and Saturday nights. ToNew ~~accommodate~~England ~~this~~World ~~business~~of Beer, weLLC ~~will~~opened ~~employ~~its ~~beverage~~first ~~brokers~~store ~~and~~in ~~work~~Stamford, Connecticut in 2014 as ABH has an option with ~~the~~a ~~“tobacco~~2 &years ~~candy”~~life ~~and~~to ~~food~~purchase ~~service~~51% ~~warehouse~~of ~~distributors~~this ~~like~~store ~~McLane~~as ~~Company~~that ~~and~~option ~~Sysco~~has ~~Foods~~not been exercised.

~~The~~Celebrating the ~~pricing~~popularity ~~and~~of ~~gross~~craft ~~profit~~beer ~~margin~~and ~~for the~~its ~~products~~culture, ~~will~~ABH ~~vary.~~and ~~Each~~New ~~product~~England ~~delivers~~WOB, ~~different~~LLC ~~functionality~~plan to develop and ~~utilizes~~build ~~different~~other ~~types~~World of ~~packaging~~Beer ~~and~~franchises in ~~package~~key ~~sizes. Without exception,~~market ~~these~~areas ~~products~~in ~~will~~the ~~command~~state ~~premium~~of ~~pricing~~Connecticut ~~due~~and toin certain areas in Massachusetts with primary emphasis in the ~~functionality~~greater ~~and~~Boston areas. ~~value-added~~Depending ~~formulation~~on available financing and market conditions, we will ~~therefore be~~seek ~~priced~~other ~~according~~territories to expand in the ~~nearest~~future ~~competitive~~as ~~brands~~well. New England World of Beer, LLC is an expert in ~~their~~commercial ~~respective~~real ~~spaces. The~~estate ~~functional~~development ~~milk~~and ~~drinks~~restaurant/bar ~~are~~operations ~~also~~and management ~~expected~~and tohas ~~command~~broad ~~approximately~~business ~~the~~experience ~~same~~as ~~percentage~~entrepreneurs, ~~margin~~operators ~~due~~and todevelopers, ~~the~~having ~~premium~~managed ~~pricing~~numerous ~~commanded~~businesses byand ~~the~~commercial real ~~experiential~~estate ~~functionality~~ventures. ~~Singles~~ The planned stores will ~~obtain~~be ~~higher~~built ~~margin~~in ~~than~~areas ~~multi-packs~~where we believe these operations will command premium pricing and respectable profit margins.

ABH’s future plan of operations for the World of Beer franchises is to continue the search, development and operations of World of Beer franchises throughout the state of Connecticut and the greater Boston areas over the next few years, especially in that we have these protected territories. Its joint venture partners are commercial real estate developer specialists and based on the availability of financing, plan to aggressively to build and open as many World of Beer locations as financing will allow. The West Hartford, Connecticut store which opened in late January, 2015 has exceeded expectations and budgets and is profitable since the opening date. Future new taverns are projected to be at least 4,000 square feet and have one of the world’s widest selections of craft beers, bottled and on tap with more than 500 bottles and 50 rotating taps. The stores will serve lunch and dinner daily with dishes inspired by international flavors such as Giant Bavarian Pretzels, Guinness Brat Sliders and the Chimay Burger. The taverns will host live music performances on Friday and Saturday nights each weekend. The taverns will also provide signature craft spirit cocktails, ciders, wine along with nonalcoholic beverages. ABH is expected to continue the World of Beer theme as being uncommon establishments where the experience is as essential as the products.

Plan of Operations

We are continuing to seek other sources of financing to develop our business plan, implement our sales and marketing plan and to meet other operational expense requirements. and to find and develop new World of Beer locations. Historically, we have had to rely on convertible debt financings to cover operating costs. Based on the available cash, we have no assurance that we will be able to obtain additional funding to sustain our limited operations. If we do not obtain additional funding, we may need to cease operations until we do so and, in that event, may consider a sale of the rights to our product line(s) and intangible assets such as our trademarks or a joint venture partner that will provide funding to the enterprise. We may also need to sell our interest in the World of Beer locations if we do not continue to obtain the proper financing for our needs. However, certain of our Attitude Drinks Incorporated convertible debt obligations totaling $56,~~991~~208,~~182~~842 and ABH convertible debt obligations for $1,204,500 are secured by ~~our~~Attitude’s assets. Failure to fulfill our obligations under these notes and related agreements could lead to the loss of these assets, which would be detrimental to our operations.

Our future operations are totally dependent upon obtaining additional funding. Past fundings have been subject to defaults by the company’s inability to meet due dates for certain notes payable, thereby triggering anti-dilution rights which created the need to issue additional shares of common stock and/or additional warrants to purchase additional shares of common stock in order to extend the applicable due dates for certain notes payable. There can be no assurance that these defaults will not happen again in the future, thereby creating the potential need for additional issuances of shares of common stock and/or warrants, assuming the holders agree to further extensions.

We will consider equity and/or convertible debt financings, either or both of a private sale or a registered public offering of our common stock; however, at this time and with the current economy, it seems unlikely that we can obtain an underwriter.

We anticipate that, depending on market conditions and our plan of operations, we may incur operating losses in the future based mainly on the fact that we may not be able to generate enough gross profits from our sales to cover our operating expenses and to increase our sales and marketing efforts. Our ~~most recently developed~~ “Phase III® Recovery” drink product was introduced in early 2010 and based on historical spending, we anticipate a need of funding in the range of $1,500,000 to $1,~~900~~700,000 for the next twelve months to meet our business plan and operating needs only. This figure does not include any new product research and development activities.

This discussion and analysis of our consolidated financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles that are generally accepted in the United States of America. Our fiscal year end is March 31.14

10This discussion and analysis of our consolidated financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles that are generally accepted in the United States of America.

Increase in Authorized Shares and Reverse Stock Split

The state of Delaware approved on January 30, 2013 the increase in our authorized shares of common stock from five billion (5,000,000,000) to twenty billion (20,000,000,000). As such, we are reflecting the twenty billion number in our financial statements for the year ended March 31, 2014 and March 31, 2013.

We implemented a 1-for-500 reverse stock split on July 1, 2013. This change occurred before the release of our March 31, 2013 audited financial statements. As such, we restated all applicable financial data throughout this report for the year ended March 31, 2013 for proper disclosure and comparability purposes.

Critical Accounting Policies

The preparation of financial statements in conformity with 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 most critical estimates included in our financial statements are the following:

Financial Instrument Valuation

In estimating the fair value of our derivative financial instruments that are required to be carried as liabilities at fair value pursuant to the FASB Accounting Standards Codification for the period ended March 31, ~~2014~~2015, we use all available information and appropriate techniques including outside consultants to develop our estimates. However, actual results could differ from our estimates.

Derivative Financial Instruments

We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have and will frequently enter into certain other financial instruments and contracts, such as debt financing arrangements and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts or (iii) may be net-cash settled by the counterparty to a financing transaction. As required by the FASB Accounting Standards Codification, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements. However, in the past, we were allowed to elect fair value measurement of the hybrid financial instruments, on a case-by-case basis, rather than bifurcate the derivative for all of our previous convertible notes up to February 21, 2013 when we issued new consolidated exchange convertible notes under different terms and language. We believed that fair value measurement of the hybrid convertible promissory notes arising from our various financing arrangements provided a more meaningful presentation of that financial instrument; however, as just previously mentioned on February 21 2013, we consolidated all the past outstanding convertible notes into new consolidated exchange notes that contained different language and eliminated many of the toxic elements listed in the old convertible notes.

We estimate fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring of fair values. In selecting the appropriate technique(s), we consider, among other factors, the nature of the instrument, the market risks that such instruments embody and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes-Merton option valuation technique, since it embodies all of the requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments. For complex hybrid instruments, such as convertible promissory notes that include embedded conversion options, puts and redemption features embedded in them, we generally use techniques that embody all of the requisite assumptions (including credit risk, interest-rate risk, dilution and exercise/conversion behaviors) that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. After consulting with a new outside valuation firm, we found that many companies are using other valuation models, primarily the lattice model to bifurcate the derivative and record the derivatives at fair value. We elected to use this new valuation model for the new consolidated notes because that model would value all convertible notes based on a probability weighted scenario model and future projections of the various potential outcomes on all assumptions, observable inputs and inherent valuation of risk, The embedded derivatives that were analyzed and incorporated into our model included the conversion feature with the variable market based conversion and the default provisions. This lattice model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur and the specific terms that would be in effect at the time (i.e. interest rates, stock price, conversion price, etc.). Projections were then made on these underlying factors which led to a set of potential scenarios. Probabilities were assigned to each of these scenarios based on management projections. This led to a cash flow projection and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed, and it was compared to the discounted cash flow of the 2 year 4% instrument without the embedded derivatives, thus determining a value for the compound embedded derivatives at the point of issue. These derivative liabilities need to be marked-to-market each reporting period with the change in fair value to be recorded in the profit/loss statement. Fair value is defined as the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion.

1115

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility.

Impairment of Long-Lived Assets

Our long-lived assets consist principally of intangible assets, and to a much lesser extent, furniture and equipment. We evaluate the carrying value and recoverability of our long-lived assets when circumstances warrant such evaluation by applying the provisions of the FASB Accounting Standards Codification which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. We did note record anany ~~expense~~impairment ~~of $18,722~~ expense for the ~~year~~years ended March 31, ~~2013~~2015 ~~for~~and ~~old~~March ~~trademarks~~31, ~~that are not currently used.~~2014,

Recent accounting pronouncements

In August, ~~December 2011~~2014, the Financial Accounting Standards Board issued an ~~Accounting Standards Update (“~~ASU”) that ~~provides~~contained ~~amendments~~guidance for disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the ~~effect~~disclosure of ~~those arrangements on its financial position.~~uncertainties ~~Entities are required to disclose both gross information and net information~~ about ~~both~~an ~~instruments~~entity’s ~~and~~ability ~~transactions eligible for offset in the statement of financial position and instruments and transactions subject~~ to ancontinue ~~agreement~~as ~~similar to~~ a ~~master~~going ~~netting arrangement~~concern. ~~This~~There ~~scope~~is ~~would~~no ~~include~~impact derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, securities borrowing and securities lending arrangements. The amendments are effective for annual reporting periods beginning on ~~or after~~the ~~January~~Company 1,through ~~2013, and interim periods within those annual periods. Disclosures required by~~ the ~~amendments~~adoption ~~should~~of ~~be provided~~this ~~retrospectively~~update ~~for~~as ~~all comparative periods presented. For~~ the Company, ~~the~~has ~~amendment~~always isprovided ~~effective~~such ~~for~~required ~~fiscal~~disclosures ~~year~~on ~~2014.~~doubt ~~The~~about ~~Company~~the entity’s ~~evaluation~~ ~~determined~~ability ~~that~~to ~~there~~continue isas noa going ~~restatement~~concern ~~impact~~for onone ~~the Company’s financial statements~~year.

In ~~October~~ November, ~~2012~~2014, the Financial Accounting Standards Board issued an ASU that contained ~~amendments~~guidance ~~that~~about ~~affect~~derivatives and hedging and determining whether the host contract in a ~~wide~~hybrid ~~variety~~financial ofinstrument ~~topics~~issued in the ~~Codification~~form ~~and represent~~of ~~changes~~a share is more akin to ~~clarify~~debt ~~the~~or ~~Codifications,~~to equity. ~~correct~~There ~~unintended~~are ~~application~~predominantly oftwo ~~guidance~~methods orused ~~make~~in ~~minor~~current ~~improvements~~practice toby issuers and investors in evaluating whether the ~~Codification~~nature ~~that~~of ~~are~~the ~~not~~host ~~expected~~contract towithin ~~have~~ a ~~significant~~hybrid ~~effect~~instrument onissued ~~current~~in ~~accounting~~the ~~practice~~form orof ~~create~~ a ~~significant~~share ~~administrative~~is ~~cost~~more akin to ~~most~~ ~~entities.~~debt ~~These~~or ~~amendments~~to ~~will~~equity. beThis ~~effective~~ASU ~~for~~is ~~fiscal~~to eliminate ~~periods~~the ~~beginning~~use ~~after~~of ~~December~~different ~~15,~~methods ~~2012~~in practice. ~~The~~As ~~effect~~the Company utilizes the services of ~~adoption will~~an ~~have~~outside aprofessional ~~minimum~~specialty firm ~~impact~~for onsuch valuations, the Company believes there is no change needed for this update.

In ~~January~~ February, ~~2013~~2015, the Financial Accounting Standards Board issued an ASU that contained ~~amendments~~guidance toabout ~~apply~~Consolidation ~~to derivatives accounted for in accordance with~~ (Topic ~~815,~~ ~~Derivative and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements~~810) and ~~securities~~amendments ~~borrowing~~to ~~and~~the ~~securities~~consolidation ~~lending~~analysis. ~~transactions~~These ~~that~~provisions ~~are~~provide ~~either~~amendments ~~offset or subject~~ to anlimited ~~enforceable~~partnerships ~~master~~and ~~netting arrangement or~~ similar ~~agreement~~legal entities. As ~~These~~the ~~amendments~~Company ~~should~~owns bethe ~~applied~~51% ~~for~~majority ~~fiscal~~of ~~years~~the ~~beginning~~World onof orBeer ~~after~~location ~~January~~in 1,West ~~2013~~Hartford ~~and interim~~which ~~periods~~is ~~within~~an ~~those~~LLC ~~annual~~corporation, ~~periods.~~the ~~The~~ Company ~~has implemented such procedures for its convertible notes issued at February~~believes ~~21,~~there ~~2013~~is ~~and~~no ~~any~~change ~~other~~needed ~~issued~~for ~~convertible~~this ~~notes payable subsequent to that date~~update.

In February, 2013, the Financial Accounting Standard Board issued an ASU that contained amendments that provide guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. Examples of obligations within the scope of this ASU include debt arrangements, other contractual obligations and settled litigation and judicial rulings. These amendments will be effective for fiscal periods and interim periods within those years beginning after December 15, 2013. The effect of adoption will have a minimum impact on the Company.16

RESULTS OF OPERATIONS

Revenues and Gross Margin

Consolidated Revenues


Revenues		3/31/2015			3/31/2014			$ Change		% Change

Phase III
Revenues	$	70,905		$	202,994		$	(132,089	)	-65.1	%
Less slotting expense		—			(875	)		875		-100.0	%
Less returns and allowance		(15,826	)		(11,535	)		(4,291	)	37.2	%
Less Sales Discounts		(1,201	)		(8,002	)		6,801		-85.0	%
Net Revenues		53,878			182,582			(128,704	)	-70.5	%
Less cost of sales		154,999			164,639			(9,640	)	-5.9	%
Gross profit/(loss)		(101,121	)		17,943			(119,064	)	-663.6	%

World of Beer
Revenues		754,895			—			754,895		N/M
Less sales discounts		(681	)		—			(681	)	N/M
Less comps		(11,372	)		—			(11,372	)	N/M
Less promotions		(4,377	)		—			(4,377	)	N/M
Net revenues		738,465			—			738,465		N/M
Less costs of sales		209,908			—			209,908		N/M
Gross profit/(loss)	$	528,557		$	—		$	528,557		N/M

Total Net Revenues	$	792,343		$	182,582			609,761		334.0	%
Total costs of sales		364,907			164,639			200,268		121.6	%
Total gross profit/(loss)	$	427,436		$	17,943		$	409,493		2282.2	%

	For The Years Ended March 31,
	2014			2013			$ Change			% Change
Revenues	$	202,994		$	445,488		$	(242,494	)		-54.4	%
Less slotting expense		(875	)		(2,625	)		1,750			-66.7	%
Less sales returns and allowances		(11,535	)		(37,961	)		26,426			-69.6	%
Less discounts		(8,002	)		(15,085	)		7,083			47.0	%
Net Revenues	$	182,582		$	389,817		$	(207,235	)		-53.2	%

All revenues were generated in the United States. The increase in our revenues for the year ended March 31, 2015 as compared to the prior year ended March 31, 2014 is the result of opening the first World of Beer tavern in late January, 2015. Phase III revenues were lower for the year ended March 31, 2015 by 65.1% mainly due to the fact that we no longer sell our products in the Florida Walgreens’ stores.

~~All~~Slotting fees ~~revenues~~are ~~were~~common ~~generated~~ in the ~~United~~large store channels and represent cash payments made for rights to place our products on customer retail ~~States~~shelves for a stipulated period of time. ~~The~~A ~~decrease~~component inof our ~~revenues~~growth plan includes increasing penetration in the large store channel which may be subject to future slotting fees. We recorded a total of $875 for slotting fees for the year ended March 31, 2014 only. asAs ~~compared~~part toof ~~the~~opening ~~prior~~and ~~year~~operating ~~ended~~a ~~March~~new 31World of Beer location, ~~2013~~we isprovided ~~the~~certain free complimentary drinks and services ~~result~~to ofcustomers ~~decreased~~in ~~customer~~the ~~accounts~~amount ~~mainly~~of $15,749 for ~~our~~the ~~Phase~~reporting ~~III®~~period ~~Recovery~~from ~~products~~late inJanuary, ~~the~~2015 ~~Florida~~through ~~Walgreens’~~March ~~stores~~31, 2015.

~~Slotting~~Based on ~~fees~~available ~~are~~capital, ~~common~~we, inon ~~the~~our ~~large~~own ~~store channels~~or ~~and~~through ~~represent~~our ~~cash~~subsidiaries, ~~payments~~plan ~~made for rights~~ to ~~place~~increase our ~~products~~revenues onduring ~~customer~~the ~~retail~~next ~~shelves~~twelve ~~for~~months by aimplementing ~~stipulated~~marketing ~~period~~and ~~of time. A~~sales ~~component~~promotion ofprograms to introduce our ~~growth~~“Phase ~~plan~~III® ~~includes~~Recovery” ~~increasing~~drink ~~penetration~~to new markets in the ~~large~~2015 ~~store~~calendar ~~channel~~year, ~~which~~developing ~~may~~a besales ~~subject to~~force, ~~future~~securing ~~slotting~~additional ~~fees. We~~national ~~recorded~~distributors, aexpanding ~~total~~our ofproducts ~~$875~~offering, developing ~~for~~and ~~slotting~~opening ~~fees~~new ~~for~~World ~~the~~of ~~year~~Beer ~~ended March 31~~taverns, ~~2014~~increasing ~~and~~our ~~$2,625~~volume ~~for~~per ~~slotting fees~~outlet ~~for~~and ~~the~~implementing ~~year~~new ~~ended~~grass ~~March~~roots ~~31,~~marketing and ~~2013~~sample programs.

Based on available capital, we plan to increase our revenues during the next twelve months by implementing marketing and sales promotion programs to introduce our “Phase III® Recovery” drink to new markets in the 2014 calendar year, increasing our internal sales force, securing additional national distributors, expanding our products offering, increasing our volume per outlet and implementing new grass roots marketing and sample programs.

Consolidated Product and Shipping Costs	For The Years Ended March 31,
	2014		2013		$ Change			% Change
Product costs	$	137,373	$	307,907	$	(170,534	)		-55.4	%
Shipping costs		22,119		38,164		(16,045	)		-42.0	%
Inventory obsolescence		4,999		8,874		(3,875	)		-43.7	%
Repackaging costs		148		887		(739	)		-83.3	%
Total costs	$	164,639	$	355,832	$	(191,193	)		-53.7	%

The computation of the percentage of expenses to revenues is not meaningful at this time and is not representative of expected future operations.

Product and shipping costs for the Phase III products for the year ended March 31, ~~2014~~2015 were less than the year ended March 31, ~~2013~~2014 mainly due to the lower sales of the Phase III® Recovery ~~product~~ products.

Operating Expenses	For The Years Ended March 31,
	2014		2013		$ Change			% Change
Salaries, taxes and employee benefit costs	$	883,306	$	1,220,287	$	(336,981	)		-27.6	%
Marketing and promotion		52,659		205,036		(152,377	)		-74.3	%
Consulting fees		312,500		202,111		110,389			54.6	%
Professional and legal fees		196,071		247,082		(51,011	)		-20.6	%
Travel and entertainment		30,632		58,198		(27,566	)		-47.4	%
Product development costs		5,205		2,425		2,780			114.6	%
Stock compensation expense		26,997		99,504		(72,507	)		-72.9	%
Other overhead expenses		257,990		362,861		(104,871	)		-28.9	%
Total operating expenses	$	1,765,360	$	2,397,504	$	(632,144	)		-26.4	%

~~Salaries,~~Operating ~~taxes and employee benefit costs~~Expenses

For the year ended March 31, 2014, total expenses of $883,306 were lower by $336,981 over last year’s comparable figures of $1,220,287 mainly due to fewer employees and no further corrections for prior years’ salary lock-out agreements.


Revenues		3/31/2015		3/31/2014		$ Change		% Change

Attitude Drink Company Inc. and Attitude Drinks Incorporated
Salaries, taxes and employee benefit costs	$	695,336	$	883,306	$	(187,970	)	-21.3	%
Consulting fees		322,462		312,500		9,962		3.2	%
Other administrative and general expenses		129,634		280,935		(151,301	)	-53.9	%
Marketing and promotion expenses		25,555		52,659		(27,104	)	-51.5	%
Professional and legal fees		17,251		196,071		(178,820	)	-91.2	%
Product development costs		6,600		5,205		1,395		26.8	%
Stock compensation expense		84		26,997		(26,913	)	-99.7	%
Depreciation and amortization		7,401		7,687		(286	)	-3.7	%

Total operating expenses		1,204,323		1,765,360		(561,037	)	-31.8	%

Attitude Beer Holding Co.
Restaurant/tavern salaries, taxes and employee benefit costs		215,676		—		215,676		N/M
Restaurant/tavern other administrative and general expenses		221,949		—		221,949		N/M
Depreciation and amortization		29,753		—		29,753		N/M

Total operating expenses		467,378		—		467,378		N/M

Consolidated operating expenses	$	1,671,701	$	1,765,360	$	(93,659	)	-5.3	%

13Attitude Drink Company Inc. and Attitude Drinks Incorporated:

~~Marketing~~Administrative salaries, taxes and ~~promotion~~employee benefit costs

For the year ended March 31, ~~2014~~2015, ~~we incurred~~ total ~~marketing~~expenses ~~and promotion costs~~ of $52695,~~659~~336 aswere ~~compared~~lower toby $~~205~~187,~~036~~970 ~~for~~(21.3%) ~~the~~over last year’s ~~ended~~comparable ~~March 31, 2013 for a decrease~~ figures of $~~152~~883,~~377 or~~306 ~~74.3%.~~mainly ~~This decrease was~~ due ~~primarily~~ to ~~the decision to spend~~ fewer ~~marketing~~employees ~~dollars~~caused ~~for~~by ~~the~~a ~~year~~lack ~~ended~~of ~~March 31, 2014 due to limited resources and capital.~~financing

~~Consulting~~Administrative consulting fees

Consulting fees of $~~312~~322,~~500~~462 for the year ended March 31, ~~2014~~2015 were $~~110~~9,~~389~~962 or 543.62% higher than last year’s figures. ~~mainly~~These ~~due~~fees relate to the use of an outside financial services consulting firm ~~for a full year ended March 31, 2014 as compared to a partial year for the year ended March 31, 2013~~.

~~Professional~~Other administrative and ~~legal~~general ~~fees~~expenses

~~These costs related to the use of outside~~For ~~legal, accounting and auditing firms. Total costs for~~ the year ended March 31, ~~2014~~2015, total expenses of $~~196~~129,~~071~~634 were $51151,~~011~~301 ~~lower~~(53.9%) less than ~~the~~last ~~previous~~ year’s comparable ~~costs~~ figures of $~~247~~280,~~082~~935 mainly due to ~~lower~~decreased ~~legal~~activities ~~requirement~~from a lack of financing. These expenses mainly relate to rent expense for $54,951, board of directors accrued fees of $36,000, filing fees for $16,022 and telephone costs for $13,583.

~~Travel~~Administrative marketing and ~~entertainment~~promotion expenses

~~These~~For the ~~costs~~year ~~decreased~~ended ~~over~~March ~~the~~31, ~~prior~~2015, ~~year~~we incurred total administrative marketing and promotion expenses of $25,555 as compared to $52,659 ~~ending~~for the year ended March 31, ~~2013~~2014 byfor a decrease of $27,~~566~~104 ~~mainly~~or (51.5%). This decrease was due primarily to ~~decreased~~the ~~travel~~decision ~~activities~~to by spend fewer ~~sales~~marketing ~~employees~~dollars ~~and~~for ~~consultants~~the ~~due~~year toended ~~limited capital~~March ~~and~~31, ~~promotional~~2015 ~~spending~~due ~~for~~to ~~new~~limited ~~markets~~resources and capital.

Administrative professional and legal fees

These costs related to the use of outside legal, accounting and auditing firms. Total costs for the year ended March 31, 2015 of $17,251 were $178,820 (91.2%) lower than the previous year’s comparable costs of $196,071 mainly due to lower legal requirement costs and lower audit fees accruals due to reduced financial activities.

Stock compensation expense

For the year ended March 31, ~~2014~~2015, we recorded stock compensation expense of $~~26,997~~84 ~~for~~due to the issuance of ~~10,000,000~~warrants ~~fully~~for ~~vested~~Attitude ~~non-qualified~~Beer Holding ~~common~~Co. ~~stock options~~ as compared to $9926,~~504~~997 for the issuance of ~~common~~10,000,000 ~~stock~~fully ~~mainly~~vested ~~for~~non-qualified ~~services~~common ~~rendered~~stock byoptions ~~professional athletes to promote our products~~ for the ~~year~~ year ended March 31, ~~2013~~2014.

~~Other operating expenses~~18

~~The other operating expenses decreased~~ABH by(World $104,871 or 28.9% over the prior year mainly due to decreased investor relations costs and lower office rent expense due to the move to a new office location. The other main components in this category represent insurance expense and Board of ~~Directors’ fees.~~Beer):

Restaurant/tavern salaries, taxes and employee benefit costs

As this location was opened in late January, 2015, there are no comparable costs for 2014. These costs relate to all of the payroll and tax expenses for operating the West Hartford World of Beer location.

Restaurant/tavern other administrative and general expenses

These costs relate to the new World of Beer franchise location in West Hartford, Connecticut that opened in late January, 2015. The key expenses relate to: rent expense for $31,850, royalties to corporate World of Beer for $36,540, management fees for $29,232, utility costs for $13,414, credit card processing fees for $14,949, disposal fees for $10,083, marketing fees for $10,962, music and entertainment costs for $9,865, personal property taxes for $9,000 and the rest for restaurant cleaning costs plus, travel expense from our joint venture partners for $8,671 for the initial setup of the location. There are no comparable costs for 2014.

Depreciation and amortization

For the year ended March 31, 2015, we recorded depreciation and amortization expense for $37,154 as compared to $7,687 for the year ended March 31, 2014 for a difference of $29,467. The increase is due to the new World of Beer location that opened in late January, 2015 in West Hartford, Connecticut for the depreciable fixed assets and amortized deferred pre-opening expenses.

Other Income (Expense)

~~Derivative~~ Interest income/(expense)

~~Derivative income/(expense) arises from~~The ~~changes~~following intable summarizes the ~~fair~~effects ~~value~~on of our ~~derivative~~income ~~financial~~(expense) ~~instruments~~associated ~~and,~~with inchanges ~~rare instances, day-one losses when the fair value of embedded and freestanding derivative financial instruments issued or included~~ in ~~financing transactions exceed~~ the ~~proceeds or other basis. In addition, the~~ fair ~~value~~values of our financial instruments that are ~~recorded~~carried at fair value ~~will~~from ~~change~~the ~~in future~~twelve ~~periods~~months ~~based~~ended ~~upon~~March ~~changes~~31, in2015 ~~our trading market price~~ and ~~changes in other assumptions and market indicators used in~~ the ~~valuation~~ ~~techniques. Future~~twelve ~~changes~~months inended ~~these~~March ~~underlying~~31, ~~internal and external market conditions will have a continuing effect on derivative income/expense associated with our derivative financial instruments.~~2014:

The following table summarizes the effects on our income (expense) associated with changes in the fair values of our financial instruments that are carried at fair value from the twelve months ended March 31, 2014 and the twelve months ended March 31, 2013:


	Twelve Months			Twelve Months
	ended			ended
	March 31, 2015			March 31, 2015
Our financing arrangements giving ris to derivative financial instruments and the income effects:

Total interest income/(expense) arising from fair value adjustments	$	185,817		$	3,426,344
Amortization of debt expense/accretion		(3,512,756	)		(1,492,964	)
Other interest expense		(432,444	)		(397,978	)
	$	(3,759,383	)	$	1,535,402

	Ended			Ended
	March 31, 2014			March 31, 2013
Our financing arrangements giving rise to derivative financial instruments and the income effects:
Derivative income (expense)	$	-		$	(43,918	)
Day-one derivative losses		-			(97,317	)
Total derivative income (expense)	$	-		$	(141,235	)
Total Interest income (expense) arising from fair value adjustments	$	3,426,344		$	3,105,515
Other interest expense		(1,890,942	)		(787,320	)
	$	1,535,402		$	2,318,195

Our financial instruments that are recorded at fair value will change in future periods based upon changes in our trading market price and changes in other assumptions and market indicators used in the valuation techniques.

Loss on extinguishment of debt

We recorded a loss on extinguishment of debt for the fiscal year ended March 31, 2013 for $2,838,522 as these costs represent the changes caused to common stock equivalents from certain modifications of terms normally associated with extending the due dates of certain debts, especially for the consolidation of various previous note financings into one set of notes with same terms and a new extension of the due dates to February 21, 2015. There was no loss on extinguishment of debt for the fiscal year ended March 31, 2014 due to no term modifications of existing debt instruments.

Interest and Other Financing Costs:

We recorded interest ~~income~~expense for the fiscal year ended March 31, ~~2014~~2015 for $13,~~535~~759,~~402~~383 and interest income for $21,~~318~~535,~~195~~402 for the year ended March 31, ~~2013~~2014 in connection with our debt obligations at interest rates from 10% to 15%. The change of ($~~782~~5,~~793~~294,785) over the prior fiscal year was attributed to the recording of debt instruments at fair value (debt discount expense) due to the changes in the stock price. We recorded the amortization of debt discounts for $13,~~492~~512,~~964~~756 and $~~513~~1,~~301for~~492,964 for the years ended March 31, 2015 ~~2014~~ and March 31, ~~2013~~2014, respectively.

Minority Interest

For the fiscal year ended March 31, 2015, we recorded minority interest in the amount of $21,596 which represents the elimination of 49% profit of the West Hartford World of Beer location as well as 12.5% for the expense of Attitude Beer Holding Co. as these percentages represent minority ownership interests in both companies.

Net Loss

We reported a net loss for the year ended March 31, ~~2014~~2015 of ($~~212~~5,~~015~~030,873) and a net loss of $3212,~~025,279~~015 for the year ended March 31, ~~2013~~ 2014. The majority of the expenses for the year ended March 31, ~~2014~~2015 related to salary related costs, consulting fees, ~~professional~~ general and ~~legal~~administrative fees and recognition of interest income reflecting the changes in the fair value of the convertible debts. Most of the costs incurred in the prior year ended March 31, ~~2013~~2014 related to salary related costs, ~~marketing and promotion costs for promotion of our Phase III® Recovery drink,~~ consulting fees, professional and legal ~~fees~~fee and recognition of interest income reflecting changes in the fair value of the convertible debts.

Loss per Common Share Applicable to Common Stockholders

The Company’s basic and diluted loss per common share applicable to common stockholders for the period ended March 31, ~~2014~~ 2015 was $(0.0001), and the basic and diluted loss per common share for the period ended March 31, ~~2013~~2014 was $(0.5600). Because the Company experienced a net loss for the period ended March 31, ~~2014~~2015, all potential common share conversions existing in our financial instruments would have an anti-dilutive impact on earnings per share; therefore, diluted loss per common share equals basic loss per common share for this period. The weighted average common shares outstanding for the period ended March 31, ~~2014~~2015 and ~~2013~~2014 were ~~102~~625,~~827~~605,~~957~~ 503 and 5102,~~374~~827,~~096~~957, respectively for the basic and diluted loss calculation.

LIQUIDITY AND CAPITAL RESOURCES

~~Being a company with less than seven years~~We ~~of operations, we~~ have yet to achieve any substantial revenues or profitability, and our ability to continue as a going concern will be dependent upon us receiving additional third party financings to fund our business at least throughout the next twelve months in our new fiscal year. Ultimately, our ability to continue is dependent upon the achievement of profitable operations. We anticipate that, depending on market conditions and our plan of operations, we may incur operating losses in the future based mainly based on the fact that we may not be able to generate enough gross profits from our sales to cover our operating expenses and to increase our sales and marketing efforts. There is no assurance that further funding will be available at acceptable terms, if at all, or that we will be able to achieve profitability or receive adequate funding for new product research and development activities. ~~These~~ These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that may result from the outcome of this uncertainty.

Working Capital Needs and Major Cash Expenditures

We currently have monthly working capital needs of approximately $125,000 to $~~160~~150,000. This amount is, however, expected to increase in the next fiscal year, primarily due to the following factors:

· • Increased employees, sales consultant and related travel costs

· • Required interest payments on our convertible promissory notes payable

· • Increased product development costs for new products, packaging and marketing materials

External Sources of Liquidity-External Debt Financing and Use of Common Stock for the last two years:

External Debt Financing:

On April ~~June 14~~11, ~~2012~~2013, we ~~entered~~executed ~~into~~a ~~two promissory notes~~$71,500 ~~one~~allonge ~~for~~#8 ~~$100,000~~ with Alpha Capital Anstalt ~~with~~to ~~receipt~~a ofsecured ~~payment~~convertible onnote ~~June 27, 2012 and the other one~~ for $40175,000 ~~with Whalehaven~~dated ~~Capital Fund~~February 22, ~~Ltd with receipt of payment on July 9,~~ 2012. ~~These~~in ~~notes~~which ~~are~~we ~~subject~~received ~~to an interest rate of ten percent (10%) and are due the sooner of (i) October 14~~$65,000 ~~2012~~as ~~or (ii) from the proceeds of the next funding. As these notes are still outstanding~~$6, ~~the~~500 ~~interest~~was ~~rate~~paid isas ~~now~~a ~~18%.~~finder’s ~~The Company plans to transfer these amounts into long-term convertible notes~~fee.

15June 5, 2013, we executed an $88,000 allonge #9 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $80,000 as $8,000 was paid as a finder’s fee.

On June 26, 2012, we entered into a promissory note of $110,000 with Centaurian Fund LP with receipt of payment on June 28, 2012. We agreed to pay a finder’s fee of $10,000 as we received the net payment of $100,000 on June 28, 2012. The note is subject to an interest rate of ten percent (10%) and is due the sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding. As this note is still outstanding, the interest rate is now 18%. The Company plans to transfer this amount into a long-term convertible note.

On August 22, 2012, we executed a $75,000 allonge #1 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received the full $75,000 amount on the same date. The total outstanding amount including the allonge is $250,000.

On October 18, 2012, we executed a $150,000 allonge #2 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $135,000 as $15,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $400,000.

On November 9, 2012, we executed a $135,000 allonge #3 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $125,000 as $10,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $535,000.

On December 6, 2012, we executed a $165,000 allonge #4 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $150,000 as $15,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $700,000.

On December 13, 2012, we executed a $165,000 allonge #5 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $150,000 as $15,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $865,000.

On January 14, 2013, we executed a $220,000 allonge #6 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $200,000 as $20,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $1,085,000.

On February 15, 2013, we executed a $40,000 allonge #7 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $35,000 as $5,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $1,125,000.

On April 11, 2013, we executed a $71,500 allonge #8 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $65,000 as $6,500 was paid as a finder’s fee. The total outstanding amount including all allonges is $1,196,500.

On June 5, 2013, we executed an $88,000 allonge #9 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $80,000 as $8,000 was paid as a finder’s fee. The total outstanding amount including all allonges is $1,284,500.

On June 7, 2013, we entered into a promissory note with conversion rights with outside legal counsel (Jeffrey Stein) for past due services in the amount of $37,000. This note is not subject to any interest rate and is payable on June 7, 2014. The note maybe converted into shares of common stock after a six month holding period at a conversion price to equal the current market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for the common stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. No conversions have been made on this convertible note payable.

On June 21, 2013, we executed an $88,000 allonge #10 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $80,000 as $8,000 was paid as a finder’s fee. ~~The total outstanding amount including all allonges is $1,372,500.~~

On July 23, 2013, we executed an $82,500 allonge #11 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $75,000 as $7,500 was paid as a finder’s fee. ~~The total outstanding amount including all allonges is $1,455,000.~~

On August 8, 2013, we executed an $110,000 allonge #12 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $100,000 as $10,000 was paid as a finder’s fee. ~~The total outstanding amount including all allonges is $1,565,000.~~

16On September 18, 2013, we executed an $110,000 allonge #13 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $100,000 as $10,000 was paid as a finder’s fee.

On October ~~September 18~~28, 2013, we executed ana $~~110~~55,000 allonge #1314 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $~~100~~50,000 as $105,000 was paid as a finder’s fee. ~~The total outstanding amount including all allonges is $1,675,000.~~

On November ~~October 28~~15, 2013, we executed a $55,000 allonge #1415 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $50,000 as $5,000 was paid as a finder’s fee. ~~The total outstanding amount including all allonges is $1,730,000.~~

On November 15, 2013, we executed a $55,000 allonge #15 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $50,000 as $5,000 was paid as a finder’s fee. The total outstanding amount is $1,785,000.20

From December 19, 2013 through December 24, 2013, we entered into four non-convertible promissory notes with the following accredited investors: Centaurian Fund - $12,500; Alpha Capital - $15,005; Tarpon Bay Partners - $5,000; and Whalehaven Capital - $13,000. These amounts ~~are~~were due December 31, 2014 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holders surrendering the same. No service charge will be made for such registration or transfer or exchange. The notes are in default.

On February 11, 2014, we executed a $55,000 allonge #16 with Alpha Capital Anstalt to a secured convertible note for $175,000 dated February 22, 2012 in which we received $50,000 as $5,000 was paid as a finder’s fee. ~~The total outstanding amount including all allonges is $1,840,000.~~

On March 24, 2014, we entered into three non-convertible promissory notes with the following accredited investors: Centaurian Fund - $15,000; Southridge Partners II LP - $20,000; and Whalehaven Capital - $15,000. These amounts ~~are~~were due February 28, 2015 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holders surrendering the same. No service charge will be made for such registration or transfer or exchange. The notes are in default.

~~All~~On ofApril ~~the~~30, ~~net~~2014, ~~proceeds~~we ~~from~~issued ~~the~~a ~~above~~promissory ~~new~~note ~~financings~~to ~~were~~Southridge ~~used~~Partners ~~for~~II ~~working~~LP ~~capital~~pursuant ~~purposes~~to which we received $12,000.

~~The~~On ~~foregoing~~May ~~securities were issued in reliance upon an exemption from registration under Section 4(~~2), ~~and/or~~2014, ~~Regulation~~we Dexecuted ofa ~~the Securities Act of 1933~~$27,600 ~~as amended.~~allonge ~~All~~#17 ofwith ~~the~~Alpha ~~investors~~Capital ~~were~~Anstalt ~~accredited~~to ~~investors~~an ~~and/or~~original ~~had~~secured ~~preexisting~~convertible ~~relationships~~note ~~with~~for ~~the Company~~$175,000 ~~there~~dated ~~was~~February no22, ~~general~~2012 ~~solicitation or advertising~~ in ~~connection~~which ~~with~~we ~~the~~received $25,000 ~~offer~~as or$2,500 ~~sale~~was ofpaid ~~securities~~as ~~and the securities were issued with~~ a ~~restrictive~~finder’s ~~legend~~fee.

~~Commitments~~On ~~for~~May ~~Common~~13, ~~Stock~~2014, ~~for~~we ~~the last~~issued ~~two~~a ~~years~~convertible promissory ~~(not~~note ~~reflective~~to ~~for~~LG ~~the~~Capital 1Funding, ~~for~~LLC ~~500~~in ~~reverse~~we ~~stock~~received ~~split):~~$35,200.

~~Note:~~On ~~Common~~June ~~stock~~11, 2014, we issued ~~for~~four ~~conversions~~promissory notes ($10,000 for each note) for a total receipt of ~~convertible~~$40,000 ~~notes~~to ~~payable~~Southridge ~~are~~Partners ~~not~~II ~~listed~~LP, Alpha Capital Anstalt, Centaurian Fund LP and Whalehaven Capital Fund Ltd.

~~During~~On July 11, ~~2012~~2014, we ~~issued~~executed ~~363,056~~a ~~shares~~$25,000 ofallonge ~~common~~#18 ~~stock~~with ~~for~~Alpha aCapital ~~cashless~~Anstalt ~~exercise~~to ofan 1original secured convertible note for $175,000 dated February 22,~~000~~ ~~warrants~~2012 in which we received $25,000.

On ~~August~~July 831, ~~2012~~2014, we issued ~~4,950,000~~a promissory ~~shares~~note ofwith ~~common~~no ~~stock~~interest to ~~outside~~Southridge ~~professional~~Partners ~~athletes~~II asLP ~~part~~in ofwhich anwe ~~endorsement~~received ~~athletic contract~~$15,000.

On August 21, 2014, we issued a promissory note with no interest to Alpha Capital Anstalt in which we received $10,000.

On August 29, 2014, we issued a promissory note with no interest to Tarpon Bay Partners LLC in which we received $10,000.

On September 17, 2014, we issued a promissory note with no interest to Alpha Capital Anstalt in which we received $10,000.

On September 30, 2014, we issued a promissory note with no interest to Southridge Partners II LP in which we received $15,000.

On September 30, 2014, we issued a promissory note with no interest to Alpha Capital Anstalt in which we received $15,000.

On November 19, 2014, we issued a promissory note with no interest to Alpha Capital Anstalt in which we received $10,000.

On December 19, 2014, we issued a promissory note with no interest to Centaurian Fund in which we received $31,500.

On December 24, 2014, ABH issued two promissory notes, one for $246,188 to Alpha Capital Anstalt and the other for $91,063 to Tarpon Bay Partners LLC, for a total of $337,250. Both notes have an interest rate of 10% and a maturity date of December 24, 2015.

On January 14, 2015, we issued a convertible note to Southridge Partners II LP pursuant to which we received $13,500. The note is subject to an interest rate of ten percent (10%) and has a maturity date of January 14 2017. The note is subject conversion terms of 75% of the average of the three lowest closing bid prices for the Common Stock for the ten trading days preceding a conversion date but in no event greater than $.02.

On January 14, 2015, we issued a convertible note to Alpha Capital Anstalt pursuant to which we received $13,500. The note is subject to an interest rate of ten percent (10%) and has a maturity date of January 14 2017. The note is subject conversion terms of 75% of the average of the three lowest closing bid prices for the Common Stock for the ten trading days preceding a conversion date but in no event greater than $.02. .

On January 14, 2015, wee issued a convertible note to Whalehaven Capital Fund Ltd. pursuant to which we received $31,500. The note is subject to an interest rate of ten percent (10%) and has a maturity date of January 14 2017. The note is subject conversion terms of 75% of the average of the three lowest closing bid prices for the Common Stock for the ten trading days preceding a conversion date but in no event greater than $.02.

All of the proceeds from the above new financings were used for working capital purposes.

Attitude Beer Holding Co.

From December 24, 2014 through March 24, 2015, Attitude Beer Holding Co. issued four installment convertible notes payable each to Alpha Capital Anstalt and Tarpon Bay Partners LLC that were used for the purchase and financing of the West Hartford World of Beer tavern:

DATE OF		ALPHA		TARPON				%
NOTE		CAPITAL		BAY		TOTAL	MATURITY	INTEREST
ISSUANCE		ANSTALDT		PARTNERS LLC		NOTES	DATE	RATE

12/24/2014	$	246,187	$	91,063			12/24/2015	10	%
1/23/2015		225,000		75,000			12/24/2015	10	%
2/24/2015		225,000		75,000			12/24/2015	10	%
3/24/2015		200,437		66,813			12/24/2015	10	%

TOTAL	$	896,624	$	307,876	$	1,204,500

All of the above funds were used for building and opening the West Hartford World of Beer. The conversion terms are either (i) if ABH’s common stock is traded on a trading market, the conversion price is 50% of the lowest bid price for the previous 50 days; (ii) if ABH’s common stock is not traded on a trading market, the conversion price is $0.40.

Information about our cash flows

	For The Year Ended
	March 31,			March 31,
	2014			2013
	2015			2014
Cash provided by (used in):
Operating activities	$	~~(732~~1,~~940~~076,364	)	$	(1732,~~223,677~~940	)
Investing activities	$	(41,~~365~~256,355	)	$	(114,~~028~~365	)
Financing activities	$	~~750~~392,~~505~~967		$	1750,~~110,000~~505

17For the year ended March 31, 2015, we reported a net loss of $5,030,873 which was affected by recording the fair value adjustment of the convertible notes for $185,817, offset by the amortization of debt discount for $3,512,756 as well as changes in accounts payable and accrued expenses for $2,489,463. Cash flows generated from our operating activities were inadequate to cover our cash disbursement needs as we had to rely on new convertible debt financings and bridge loans to cover operating costs. Cash used by investing activities were attributed mainly to the purchase of equipment and operating expenses related to the opening of the World of Beer restaurant and tavern. Cash provided by financing activities increased due to the proceeds from the issuance of additional convertible debt financings and short-term bridge loans payable for net proceeds of $392,967.

For the year ended March 31, 2014, we reported a net loss of $212,015 which was affected by recording the fair value adjustment of the convertible notes for $3,359,968, offset by the amortization of debt discount for $990,842 as well as changes in accounts payable and accrued expenses for $1,426,981. Cash flows generated from our operating activities were inadequate to cover our cash disbursement needs as we had to rely on new convertible debt financings and bridge loans to cover operating costs. Cash used by investing activities were attributed mainly to the purchase of a company vehicle. Cash provided by financing activities increased due to the proceeds from the issuance of additional convertible debt financings and short-term bridge loans payable for net ~~gross~~ proceeds of $~~810~~750,505.

For the year ended March 31, 2013, we reported a net loss of $3,025,279 which was caused by recording the fair value adjustment of the convertible notes for $3,105,515 offset by derivative expense of $141,235, loss on debt extinguishment for $2,838,522, recording of $99,504 for compensatory stock and changes in accounts payable and accrued expenses for $752,947. Cash flows generated from our operating activities were inadequate to cover our cash disbursement needs as we had to rely on new convertible debt financings and bridge loans to cover operating costs. Cash used by investing activities were attributed mainly to the purchase of a company vehicle. Cash provided by financing activities increased due to the proceeds from the issuance of additional convertible debt financings and short-term bridge loans payable for proceeds of $1,200,000.22

Defaults for Short-Term Non-Convertible Loans for the Year Ended March 31, ~~2014~~2015:

At March 31, ~~2014~~2015, two short-term bridge notes for a total of $115,000 were past due. One of these notes is held by one of our Board of Directors and will extend the due date once we locate the other debt holder.

18Debt restructuring program after 3/31/15 reporting date

~~The~~Our ~~following~~subsequent ~~table~~events ~~sets~~section ~~forth~~reflects ~~various details~~reductions of ~~all~~our ~~convertible~~liabilities of $10,052.591. The restructuring relates to a reduction of overall notes and ~~short-term~~loans ~~bridge~~payables ~~loans~~of ~~including~~$5,079,480, ~~applicable~~total salaries payable of $3,546,669, accrued interest payable for $1,288,483 and ~~default~~accounts ~~rates~~payable ~~for~~of $137,959. Total gains to our statement of operations from this restructuring program will be $5,834,709. These results will be reflected in the ~~period~~Form ~~ended~~10-Q for June ~~March~~30, 312015 and September 30, ~~2014:~~2015.

~~RECAP ANALYSIS OF ALL CONVERTIBLE NOTES PAYABLE AND SHORT-TERM BRIDGE NON-CONVERTIBLE LOANS FOR THE TWELVE MONTHS ENDED MARCH 31, 2014~~23

Total Surrendered Outstanding Convertible Notes	$	5,020,944
New note issued to shareholder for services		121,327
Warrants Purchase Notes		350,000
	$	5,492,271

RECAP ANALYSIS OF ALL CONVERTIBLE NOTES PAYABLE
AND SHORT-TERM BRIDGE NON-CONVERTIBLE LOANS
FOR THE TWELVE MONTHS ENDED MARCH 31, 2015

Original										Default			Accrued
New Note		Issue		Default	$ Amount		Interest			Interest			Default
Amounts		Date	Due Date	Yes/No	Past Due		Rate			Rate			Interest
$	25,000	December, 2013	12/31/2014	No		-		None			None			-
$	25,000	January, 2013	12/31/2014	No		-		None			None			-
$	6,207,271	February, 2013	2/21/2015	No		-		4	%		20	%		-
$	25,000	February, 2013	12/31/2014	No		-		None			None			-
$	25,000	March, 2013	12/31/2014	No		-		None			None			-
$	25,000	April, 2013	12/31/2014	No		-		None			None			-
$	25,000	May, 2013	12/31/2014	No		-		None			None			-
$	25,000	June, 2013	12/31/2014	No		-		None			None			-
$	37,000	June, 2013	6/7/2014	No		-		None			None			-
$	25,000	July, 2013	12/31/2014	No		-		None			None			-
$	25,000	August, 2013	12/31/2014	No		-		None			None			-
$	25,000	September, 2013	1/31/2015	No		-		None			None			-
$	25,000	October, 2013	2/28/2015	No		-		None			None			-
$	25,000	November, 2013	3/31/2015	No		-		None			None			-
$	25,000	December, 2013	4/30/2015	No		-		None			None			-
$	25,000	January, 2014	5/31/2015	No		-		None			None			-
$	25,000	February, 2014	6/30/2015	No		-		None			None			-
$	25,000	March, 2014	7/31/2015	No		-		None			None			-
$	6,644,271
SHORT-TERM BRIDGE LOANS (a)
$	60,000	April 14, 2008	Past due	Yes (c)	$	60,000					15	%	$	43,857
$	55,000	August 5, 2008	Past due	Yes (c)	$	55,000					15	%	$	56,848
$	115,000	Total amount past due			$	115,000							$	100,705

The following table sets forth various details of all convertible notes and short-term bridge loans including applicable interest and default rates for the period ended March 31, 2015:

(a) Notes indicated in default are in default because they are past due. One of the debt holders is a Board Director and will extend the maturity date as soon as we can locate the other debt holder.

Outstanding							(c)			Default			Accrued
Convertible			Issue		Default		$ Amount	Interest		Interest			Default
Note Amounts			Date	Due Date	Yes/No	Past Due		Rate		Rate			Interest

$	5,452,892	(a)	February, 2013	2/21/2015	Yes (b)		5,452,892	4	%	20	%		—
$	5,250		March, 2013	12/31/2014	Yes (b)		5,250	None		None			—
$	25,000		April, 2013	12/31/2014	Yes (b)		25,000	None		None			—
$	25,000		May, 2013	12/31/2014	Yes (b)		25,000	None		None			—
$	25,000		June, 2013	12/31/2014	Yes (b)		25,000	None		None			—
$	37,000		June, 2013	6/7/2014	Yes (b)		37,000	None		None			—
$	25,000		July, 2013	12/31/2014	Yes (b)		25,000	None		None			—
$	25,000		August, 2013	12/31/2014	Yes (b)		25,000	None		None			—
$	25,000		September, 2013	1/31/2015	Yes (b)		25,000	None		None			—
$	25,000		October, 2013	2/28/2015	Yes (b)		25,000	None		None			—
$	25,000		November, 2013	3/31/2015	Yes (b)		25,000	None		None			—
$	25,000		December, 2013	4/30/2015	No		—	None		None			—
$	25,000		January, 2014	5/31/2015	No		—	None		None			—
$	25,000		February, 2014	6/30/2015	No		—	None		None			—
$	25,000		March, 2014	7/31/2015	No		—	None		None			—
$	25,000		April, 2014	8/31/2015	No		—	None		None			—
$	25,000		May, 2014	9/30/2015	No		—	None		None			—
$	35,200		May, 2014	5/13/2015	No		—	4	%	20	%		—
$	25,000		June, 2014	10/31/2015	No		—	None		None			—
$	25,000		July, 2014	11/30/2015	No		—	None		None			—
$	25,000		August, 2014	12/31/2015	No		—	None		None			—
$	25,000		September, 2014	1/31/2016	No		—	None		None			—
$	25,000		October, 2014	2/28/2016	No		—	None		None			—
$	25,000		November, 2014	3/31/2016	No		—	None		None			—
$	25,000		December, 2014	4/30/2016	No		—	None		None			—
$	20,000		December, 2014	12/22/2016	No		—	10	%	20	%		—
$	246,187		December, 2014	12/24/2015	No		—	10	%	15	%		—
$	91,063		December, 2014	12/24/2015	No		—	10	%	15	%		—
$	25,000		January, 2015	5/31/2016	No		—	None		None			—
$	13,500		January, 2015	1/14/2017	No		—	10	%	20	%		—
$	13,500		January, 2015	1/14/2017	No		—	10	%	20	%		—
$	31,500		January, 2015	1/14/2017	No		—	10	%	20	%		—
$	225,000		January, 2015	12/24/2015	No		—	10	%	15	%		—
$	75,000		January, 2015	12/24/2015	No		—	10	%	15	%		—
$	25,000		February, 2015	6/30/2016	No		—	None		None			—
$	225,000		February, 2015	12/24/2015	No		—	10	%	15	%		—
$	75,000		February, 2015	12/24/2015	No		—	10	%	15	%		—
$	25,000		March, 2015	7/31/2016	No		—	None		None			—
$	200,437		March, 2015	12/24/2015	No		—	10	%	15	%		—
$	66,813		March, 2015	12/24/2015	No		—	10	%	15	%		—

$	7,413,342					$	5,695,142

(a)	Total amount includes total consolidated notes plus additional issued allonges.
(b)	The Company is implementing a restructuring program and is working with the debt holders to extend the maturity dates. No presentation of defaults to the Company from the debt holders has occurred, thus no recording of default interest rates.
(c)	Notes indicated in default are in default only because they are past due.

SHORT—TERM BRIDGE LOANS (d)

$	60,000		April 14, 2008	Past due	Yes	$	60,000			15%		$	52,857
$	55,000		August 5, 2008	Past due	Yes	$	55,000			15%		$	65,096
$	115,000		Total amount past due			$	115,000					$	117,953

(d)	Notes indicated in default are in default because they are past due. One of the debt holders is a Board Director and will extend the maturity date as soon as we can locate the other debt holder.

During August, 2015, approximately $3.3 million of the above debt that was in default was exchanged for Series C Convertible Preferred Stock.

CERTAIN BUSINESS RISKS:

Investing in our securities involves a high degree of risk. You should carefully consider the risk factors discussed below, together with all the other information contained or incorporated by reference in this report and in our filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act, before deciding whether to purchase any of our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment.

Risks Relating to Our Business

We have a history of operating losses. If we continue to incur operating losses, we eventually may have insufficient working capital to maintain or expand operations according to our business plan.

As of March 31, ~~2014~~2015, we had a total shareholders’ deficit of $1216,~~335~~942,~~519~~378 and a working capital deficit of $1217,~~266~~997,~~740~~151, compared to a total shareholders’ deficit of $12,~~855~~335,~~297~~519 and a working capital deficit of $12,~~264~~266,~~236~~740 at March 31, ~~2013~~2014. Cash and cash equivalents were $20233,~~615~~591 as of March 31, ~~2014~~2015 as compared to $720,~~415~~615 at March 31, ~~2013~~2014. The main contributing factor to the working capital deficit was primarily attributable to the changes in the fair value calculations for the valuation of our convertible notes payable as well as changes in the derivative liabilities.

~~Ability~~Our auditors have expressed doubt as to our ability to continue as a going concern.

Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.. Our auditor’s report reflects substantial doubt about our ability to continue as a going concern. For the foreseeable future, we will have to fund all of our operations and capital expenditures from the net proceeds of equity or debt offerings we may have and cash on hand. Although we plan to pursue additional financing, there can be no assurance that we will be able to secure financing when needed or obtain such financing on terms satisfactory to us, if at all, or that any additional funding we do obtain will be sufficient to meet our needs in the long term. Obtaining additional financing may be more difficult because of the uncertainty regarding our ability to continue as a going concern. If we are unable to secure additional financing in the future on acceptable terms, or at all, we may be unable to complete planned development of certain products.

For the foreseeable future, we will have to fund all of our operations and capital expenditures from the net proceeds of equity or debt offerings we may have and cash on hand. Although we plan to pursue additional financing, there can be no assurance that we will be able to secure financing when needed or obtain such financing on terms satisfactory to us, if at all, or that any additional funding we do obtain will be sufficient to meet our needs in the long term. Obtaining additional financing may be more difficult because of the uncertainty regarding our ability to continue as a going concern. If we are unable to secure additional financing in the future on acceptable terms, or at all, we may be unable to complete planned development of certain products.

To date, we have generated no material product revenues. Our operating losses have negatively impacted our liquidity, and we are continuing our efforts to develop new products, while focusing on increasing net sales. However, changes may occur that would consume our existing capital at a faster rate than projected, including, among others, the progress of our research and development efforts and hiring of additional key employees. If we continue to suffer losses from operations, our working capital may be insufficient to support our ability to expand our business operations as rapidly as we would deem necessary at any time, unless we are able to obtain additional financing. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to pursue our business objectives and would be required to reduce our level of operations, including reducing infrastructure, promotions, personnel and other operating expenses. These events could adversely affect our business, results of operations and financial condition. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund the growth of our operations, take advantage of opportunities, develop products or services or otherwise respond to competitive pressures, could be curtailed or significantly limited. Any additional sources of financing will likely involve the sale of our equity securities, which will have a dilutive effect on our stockholders. If we are unable to achieve profitability, the market value of our common stock will decline, and there would be a material adverse effect on our financial condition.

~~At March 31, 2014, we were in default on certain of our short-term bridge notes.~~25

At March 31, ~~2014~~2015, we were in default on ~~short term bridge notes totaling $115,000 in principal. One of the two note holders is~~ on ~~our~~certain ~~Board~~ of Directors and will extend the due date once we locate the other note holder which we have been doing for some time. The remedy for default under the notes is acceleration of principal and interest due thereunder. Further, we have secured convertible notes outstanding totaling $5,991,182 in principal face value at March 31, 2014. Although we have been able to extend the maturity dates of the consolidated convertible notes payable to February 21, 2015, there is no assurance that we will be able to continue to extend these obligations. Penalties for default under our ~~convertible~~short-term ~~notes~~bridge ~~include~~loans ~~but are not limited to acceleration of principal~~ and ~~interest and default interest rates up to 20%. As of March 31, 2014, we are not in default in our~~ convertible ~~notes~~note ~~payable as most of them have a maturity date of February 21, 2015~~payables.

~~Defaults~~At onMarch ~~these~~31, ~~obligations~~2015, ~~could~~we ~~materially~~were in default on ~~adversely~~short ~~affect~~term bridge notes totaling $115,000 in principal. One of the two note holders is on our ~~business~~Board ~~operating~~of ~~results~~Directors and ~~financial~~will ~~condition~~extend the todue ~~such~~date ~~extent~~once ~~that~~we locate the other note holder which we ~~may~~have bebeen ~~forced~~doing tofor ~~restructure,~~some ~~file~~ time. The remedy for ~~bankruptcy,~~default ~~sell~~under ~~assets~~the ornotes is ~~cease~~acceleration ~~operation~~of principal and interest due thereunder. ~~Further~~In addition, we were in default on certain convertible note payables in the total amount of ~~these~~$5,695,142. ~~obligations~~Further, ~~are~~we have other secured byconvertible ~~our~~notes ~~assets~~outstanding totaling $1,718,200 in principal face value at March 31, 2015. ~~Failure~~We are implementing a restructuring program and working with our investors to ~~fulfill~~extend these maturity ~~our~~dates. There is no assurance that we will be able to continue to extend these obligations. Penalties for default under ~~these~~our convertible notes ~~and~~include ~~related~~but ~~agreements~~are ~~could~~not ~~lead~~limited to ~~the~~acceleration ~~loss~~ of ~~these~~principal ~~assets,~~and ~~which~~interest ~~would~~and bedefault ~~detrimental~~interest rates from 15% up to ~~our~~ ~~operations~~20%.

Defaults on these obligations could materially adversely affect our business operating results and financial condition to such extent that we may be forced to restructure, file for bankruptcy, sell assets or cease operation. Further, certain of these obligations are secured by our assets. Failure to fulfill our obligations under these notes and related agreements could lead to the loss of these assets, which would be detrimental to our operations. Our main assets relate to ABH’s assets in the World of Beer location in West Hartford, Connecticut. If we lose those assets, we would have a very difficult time conducting our business..

We may not be able to develop successful new beverage products which are important to our growth.

An important part of our strategy is to increase our sales through the development of new beverage products. We cannot assure you that we will be able to continue to develop, market and distribute future beverage products that will have market acceptance. The failure to continue to develop new beverage products that gain market acceptance could have an adverse impact on our growth and materially adversely affect our financial condition. Further, we may have higher obsolescent product expense if new products fail to perform as expected due to the need to write off excess inventory of the new products.

Our results of operations may be impacted in various ways by the introduction of new products, even if they are successful, including the following:

● sales of new products could adversely impact sales of existing products; ● we may incur higher cost of goods sold and selling, general and administrative expenses in the periods when we introduce new products due to increased costs associated with the introduction and marketing of new products, most of which are expensed as incurred; and ● when we introduce new platforms and bottle sizes, we may experience increased freight and logistics costs as our co-packers adjust their facilities for the new products.

● we may incur higher cost of goods sold and selling, general and administrative expenses in the periods when we introduce new products due to increased costs associated with the introduction and marketing of new products, most of which are expensed as incurred; and

● when we introduce new platforms and bottle sizes, we may experience increased freight and logistics costs as our co-packers adjust their facilities for the new products.

The beverage business is highly competitive.

The premium and functional beverage drink industries are highly competitive. Many of our competitors have substantially greater financial, marketing, personnel and other resources than we do. Competitors in these industries include bottlers and distributors of nationally advertised and marketed products, as well as chain store and private label drinks. The principal methods of competition include brand recognition, price and price promotion, retail space management, service to the retail trade, new product introductions, packaging changes, distribution methods and advertising. We also compete for distributors, shelf space and customers primarily with other premium beverage companies. As additional competitors enter the field, our market share may fail to increase or may decrease.

The growth of our revenues is dependent on acceptance of our products by mainstream consumers.

We have limited resources to introduce our products to the mainstream consumer. As such, we will need to increase our sales force and execute agreements with distributors who, in turn, distribute to mainstream consumers at grocery stores, club stores and other retailers. If our products are not accepted by the mainstream consumer, our business could suffer.

Our failure to accurately estimate demand for our products could adversely affect our business and financial results.

We may not correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly with new products, and may be less precise during periods of rapid growth, particularly in new markets. If we materially underestimate demand for our products or are unable to secure sufficient ingredients or raw materials including, but not limited to, containers, labels, flavors or packing arrangements, we might not be able to satisfy demand on a short-term basis. Moreover, industry-wide shortages of certain ingredients have been and could, from time to time in the future, be experienced, which could interfere with and/or delay production of certain of our products and could have a material adverse effect on our business and financial results. We do not use hedging agreements or alternative instruments to manage this risk.

The loss of our third-party distributors could impair our operations and substantially reduce our financial results.

We continually seek to expand distribution of our products by entering into distribution arrangements with regional bottlers or other direct store delivery distributors having established sales, marketing and distribution organizations. Many distributors are affiliated with and manufacture and/or distribute other beverage products. In many cases, such products compete directly with our products.

The marketing efforts of our distributors are important for our success. If our brands prove to be less attractive to our existing distributors and/or if we fail to attract additional distributors and/or our distributors do not market and promote our products above the products of our competitors, our business, financial condition and results of operations could be adversely affected.

Inability to secure co-packers for our products could impair our operations and substantially reduce our financial results.

We rely on third parties, called co-packers in our industry, to produce our products. We currently have only one co-packing agreement for our products and at this time have only one milk-based product commercially available (Phase III® Recovery). Our co-packing agreement with our principal co-packer was signed on December 16, 2008 and had an initial term of three (3) years which has now expired. This agreement ~~shall~~ is automatically renewed ~~renew~~ for consecutive one (1) year periods (next renewal date of December 16, ~~2014~~2015) unless either party provides notice of cancellation at least one hundred twenty (120) calendar days prior to the end of the initial term or subsequent extension period. Our dependence on one co-packer puts us at substantial risk in our operations. If we lose this relationship and/or require new co-packing relationships for other products, we may be unable to establish such relationships on favorable terms, if at all. Further, co-packing arrangements with potential new companies may be on a short term basis, and such co-packers may discontinue their relationship with us on short notice. Our dependence on co-packing arrangements exposes us to various risks, including:

● if any of those co-packers were to terminate our co-packing arrangement or have difficulties in producing beverages for us, our ability to produce our beverages would be adversely affected until we were able to make alternative arrangements; and ● our business reputation would be adversely affected if any of the co-packers were to produce inferior quality products.

● our business reputation would be adversely affected if any of the co-packers were to produce inferior quality products.

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

Our business is substantially dependent upon awareness and market acceptance of our products and brands by our targeted consumers. In addition, our business depends on acceptance by our independent distributors of our brands as beverage brands that have the potential to provide incremental sales growth rather than reduce distributors’ existing beverage sales. We believe that the success of our product name brands will also be substantially dependent upon acceptance of our product name brands. Accordingly, any failure of our brands to maintain or increase acceptance or market penetration would likely have a material adverse affect on our revenues and financial results.

We compete in an industry characterized by rapid changes in consumer preferences and public perception so our ability to continue to market our existing products and develop new products to satisfy our consumers’ changing preferences will determine our long-term success.

Consumers are seeking greater variety in their beverages. Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages. In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of quality and health, although there can be no assurance of our ability to do so. There is no assurance that consumers will continue to purchase our products in the future. Additionally, many of our products are considered premium products and to maintain market share during recessionary periods, we may have to reduce profit margins, which would adversely affect our results of operations. Product lifecycles for some beverage brands and/or products and/or packages may be limited to a few years before consumers’ preferences change. The beverages we currently market are in their early lifecycles, and there can be no assurance that such beverages will become or remain profitable for us. The beverage industry is subject to changing consumer preferences, and shifts in consumer preferences may adversely affect us if we misjudge such preferences. We may be unable to achieve volume growth through product and packaging initiatives. We also may be unable to penetrate new markets. If our revenues decline, our business, financial condition and results of operations will be materially and adversely affected.

Our quarterly operating results may fluctuate significantly because of the seasonality of our business.

As our products are relatively new, there may be seasonality issues that could cause our financial performance to fluctuate. In addition, beverage sales can be adversely affected by sustained periods of bad weather.

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

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

We face risks associated with product liability claims and product recalls.

Other companies in the beverage industry have experienced product liability litigation and product recalls arising primarily from defectively manufactured products or packaging. Our co-packer maintains product liability insurance insuring our operations from any claims associated with product liability. This insurance may or may not be sufficient to protect us. We do not maintain product recall insurance. In the event we were to experience additional product liability or product recall claim, our business operations and financial condition could be materially and adversely affected.

22We have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price. Our most recent evaluation of our internal controls resulted in our conclusion that our disclosure controls and procedures and that our internal controls over financial reporting were not effective. Effective internal controls are necessary for us to provide reliable financial reports. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In our case, our failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud. This may cause investors to lose confidence in our reported financial information, which could in turn have a material adverse effect on our stock price.

Our intellectual property rights are critical to our success; the loss of such rights could materially, adversely affect our business.

We regard the protection of our trademarks, trade dress and trade secrets as critical to our future success. We have registered our trademarks in the United States that are very important to our business. We also own the copyright in and to portions of the content on the packaging of our products. We regard our trademarks, copyrights and similar intellectual property as critical to our success and attempt to protect such property with registered and common law trademarks and copyrights, restrictions on disclosure and other actions to prevent infringement. Product packages, mechanical designs and artwork are important to our success, and we would take action to protect against imitation of our packaging and trade dress and to protect our trademarks and copyrights, as necessary. We also rely on a combination of laws and contractual restrictions, such as confidentiality agreements, to establish and protect our proprietary rights, trade dress and trade secrets. However, laws and contractual restrictions may not be sufficient to protect the exclusivity of our intellectual property rights, trade dress or trade secrets. Furthermore, enforcing our rights to our intellectual property could involve the expenditure of significant management and financial resources. There can be no assurance that other third parties will not infringe or misappropriate our trademarks and similar proprietary rights. If we lose some or all of our intellectual property rights, our business may be materially and adversely affected.

If we are not able to retain the full time services of our management team, including Roy G. Warren, it will be more difficult for us to manage our operations and our operating performance could suffer.

Our business is dependent, to a large extent, upon the services of our management team, including Roy G. Warren, our founder and Chief Executive Officer and Chairman of the Board. We depend on our management team, but especially on Mr. Warren’s creativity and leadership in running or supervising virtually all aspects of our day-to-day operations. We do not have a written employment agreement with any member of our management team or Mr. Warren. In addition, we do not maintain key person life insurance on any of our management team or Mr. Warren. Therefore, in the event of the loss or unavailability of any member of the management team to us, there can be no assurance that we would be able to locate in a timely manner or employ qualified personnel to replace him. The loss of the services of any member of our management team or our failure to attract and retain other key personnel over time would jeopardize our ability to execute our business plan and could have a material adverse effect on our business, results of operations and financial condition.

We need to manage our growth and implement and maintain procedures and controls during a time of rapid expansion in our business.

If we are to expand our operations, such expansion would place a significant strain on our management, operational and financial resources. Such expansion would also require improvements in our operational, accounting and information systems, procedures and controls. If we fail to manage this anticipated expansion properly, it could divert our limited management, cash, personnel, and other resources from other responsibilities and could adversely affect our financial performance.

Our business may be negatively impacted by a slowing economy or by unfavorable economic conditions or developments in the United States and/or in other countries in which we may operate.

A general slowdown in the economy in the United States or unfavorable economic conditions or other developments may result in decreased consumer demand, business disruption, supply constraints, foreign currency devaluation, inflation or deflation. A slowdown in the economy or unstable economic conditions in the United States or in the countries in which we operate could have an adverse impact on our business results or financial condition. Currently we do not have any international operations.

The beneficial ownership of a significant percentage of our common stock gives Roy Warren and members of his family effective control of us and limits the influence of other shareholders on important policy and management issues.

Roy Warren, our Chief Executive Officer and Chairman of our Board, through his control of 51% of our voting stock, has control over our company and important matters relating to us. As a result he can control the outcome of all matters submitted to our shareholders for approval, including the election of our directors, our business strategy, our day-to-day operations and any proposed merger, consolidation or sale of all or substantially all of our assets. This control of our company could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, preventing a change in control of our company that might be otherwise beneficial to our shareholders, and possibly depressing the trading price of our common stock. There can be no assurance that conflicts of interest will not arise with respect to Roy Warren’s ownership and control of our company or that any conflicts will be resolved in a manner favorable to the other shareholders of our company.

Certain provisions of the General Corporation Law of the State of Delaware, our Amended and Restated Certificate of Incorporation, as amended, and our bylaws may have anti-takeover effects which may make an acquisition of our company by another company more difficult.

We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware, which prohibits a Delaware corporation from engaging in any business combination, including mergers and asset sales, with an interested stockholder (generally, a 15% or greater stockholder) for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. The operation of Section 203 may have anti-takeover effects, which could delay, defer or prevent a takeover attempt that a holder of our common stock might consider in its best interest.

Our Amended and Restated Certificate of Incorporation and bylaws contain provisions that permit us to issue, without any further vote or action by the stockholders, up to 20,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting powers, if any, of the shares of the series, and the preferences and relative, participating, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series.

These provisions on our Amended and Restated Certificate of Incorporation may have anti-takeover effects, which could delay, defer or prevent a takeover attempt that a holder of our common stock might consider in its best interest.

Certain of our officers may have a conflict of interest and lack of availability.

Some of our officers, including our Chief Executive Officer and our Chief Financial Officer, are currently working for the Company on a part-time basis and are the Chief Executive Officer and Chief Financial Officer of Harrison Vickers and Waterman Inc. These officers have discretion to decide what time they devote to our activities, which may result in a lack of availability when needed due to responsibilities at other jobs.

We do not have an audit committee.

While not being legally obligated to have an audit committee or independent audit committee financial expert, we currently do not have an audit committee or independent audit committee financial expert which is an important entity-level control over the Company’s financial statements.

Risks Related to the World of Beer operations

If ABH is unable to identify and obtain suitable new franchises sites and successfully open new franchises, our revenue will suffer and profits may be reduced.

ABH requires that all proposed franchise sites meet certain site selection criteria. ABH may make errors in selecting these criteria or applying these criteria to a particular site, or there may be an insignificant number of new sites meeting these criteria that would enable us to achieve our planned expansion in future periods. ABH faces significant competition from other restaurant companies and retailers for sites that meet its criteria, and the supply of sites may be limited in some markets. Further, ABH may be precluded from acquiring an otherwise suitable site due to an exclusivity restriction held by another tenant. As a result of these factors, costs to obtain and lease sites may increase, or ABH may not be able to obtain certain sites due to unacceptable costs. ABH’s inability to obtain suitable sites at reasonable costs may reduce our income growth.

To successfully expand its business, ABH must open new World of Beer restaurants on schedule and in a profitable manner. In the past, World of Beer franchisees have experienced delays in restaurant openings, and may experience similar delays in the future. Delays in opening new sites could hurt ABH’s ability to meet its growth objectives, which may affect our results of operations and thus our stock price. We cannot guarantee that ABH or any future franchisees will be able to achieve its expansion goals. Further, any sites that it opens may not achieve operating results similar or better than the existing restaurant. If ABH is unable to generate positive cash flow from a new site, it may be required to recognize an impairment loss with respect to the assets for that restaurant. ABH’s ability to expand successfully will depend on a number of factors, many of which are beyond its control. These factors include:

Negotiating acceptable lease or purchase terms for new sites;

Cost effective and timely planning, design and build-out of sites;

Creating Guest awareness of our restaurants and taverns in new markets;

Competition in new and existing markets;

General economic conditions.

The restaurants and taverns may not achieve market acceptance in the new regions ABH enters.

ABH’s expansion plans depend on opening restaurants and taverns in markets starting with New England where it has little or no operating experience. ABH may not be successful in operating in locations in new markets on a profitable basis. The success of these new locations will be affected by the different competitive conditions, consumer tastes and discretionary spending patterns of the new markets as well as ABH’s ability to generate market awareness of its brands. Sales at locations opening in new markets may take longer to reach profitable levels, if at all.

New restaurants added to existing markets may take sales from existing restaurants.

ABH intends to open new restaurants and taverns in its existing market, which may reduce sales performance and guest visits for existing location. In addition, new locations added in existing markets may not achieve sales and operating performance at the same level as established restaurants in the market.

A security failure in ABH’s information technology systems could expose us to potential liability and loss of revenues.

ABH accepts credit and debit card payments at our restaurant. A number of retailers have recently experienced actual or potential security breaches in which credit and debit card information may have been stolen, including a number of highly publicized incidents with well-known retailers. The intentional, inadvertent or negligent release or disclosure of data by ABH or its service providers could result in theft, loss, fraudulent or unlawful use of customer data which could harm its and our reputation and result in remedial and other costs, fines or lawsuits.

Shortages or interruptions in the availability and delivery of food and other supplies may increase costs or reduce revenues.

Possible shortages or interruptions in the supply of food items and other supplies to a location(s) caused by inclement weather, terrorist attacks, natural disasters such as floods, drought and hurricanes, pandemics, the inability of vendors to obtain credit in a tightened credit market, food safety warnings or advisories or the prospect of such pronouncements, or other conditions beyond ABH’s control could adversely affect the availability, quality and cost of items it buys and the operations of its restaurants. ABH’s inability to effectively manage supply chain risk could increase costs and limit the availability of products critical to the restaurant operations.

There are general risks associated with the restaurant and bar/tavern industry.

Restaurants are a very cyclical business. Specific factors that impact economic recessions can negatively influence discretionary consumer spending in restaurants and bars and result in lower customer counts as consumers become more price conscientious, tending to conserve their cash amid unemployment and other economic uncertainty. The effects of higher gasoline prices can also negatively affect discretionary consumer spending in restaurants and bars. Increasing costs for energy can affect profit margins in many other ways. Petroleum based material is often used to package certain products for distribution. In addition, suppliers may add fuel surcharges to their invoices. The cost to transport products from the distributors to restaurant operations will rise with each increase in fuel prices. Higher costs for electricity and natural gas result in higher costs to a) heat and cool restaurant facilities, b) refrigerate and cook food and c) manufacture and store food at ABH’s locations.

Inflationary pressure, particularly on food costs, labor costs (especially associated with increases in the minimum wage) and health care benefits, can negatively affect the operation of the business. Shortages of qualified labor are sometimes experienced in certain local economies. In addition, the loss of any key executives could pose a significant adverse effect on ABH and us.

If consumer confidence in the business deteriorates, our business, financial condition and results of operations could be adversely affected.

The restaurants are built on consumers’ confidence in the World of Beer brand. As a consumer business, the strength of the brand and reputation are of paramount importance to ABH and us. A number of factors could adversely affect consumer confidence in the brand, many of which are beyond ABH’s control and could have an adverse impact on its and our results of operations. These factors include:

	•		any regulatory action or investigation against it or us;

	•		any negative publicity about a restaurant in the World Of Beer franchise; and

	•		any negative publicity about our restaurants.

In addition, ABH is largely dependent on the other World of Beer franchisees to maintain the reputation of its brand. Despite the measures that it puts in place to ensure their compliance with its performance standards, ABH’s lack of control over its operations may result in the low quality of service being attributed to the brand, negatively affecting its and our overall reputation. Any event that hurts its or our brand and reputation among consumers as a reliable services provider could have a material adverse effect on its and our business, financial condition and results of operations.

ABH faces substantial competition in our target markets

The restaurant industry is highly competitive, and many of the competitors are substantially larger and possess greater financial resources than ABH and us. Our restaurant(s) have numerous competitors, including national chains, regional and local chains, as well as independent operators. None of these competitors, in the opinion of our management, is dominant in the family-style sector of the restaurant industry. In addition, competition continues to increase from non-traditional competitors such as supermarkets that not only offer home meal replacement but also have in-store dining space trends that continue to grow in popularity.

The principal methods of competition in the restaurant industry are brand name recognition and advertising; menu selection and prices; food quality and customer perceptions of value, speed and quality of service; cleanliness and fresh, attractive facilities in convenient locations. In addition to competition for customers, sharp competition exists for qualified restaurant managers, hourly restaurant workers and quality sites on which to build new locations.

The restaurant and bar industry is very competitive, and ABH faces competition from large national chains as well as individually owned restaurants. Large chains such as Buffalo Wild Wings have a similar open style that appeals to sports fan and family demographics. There are additional restaurants that feature custom beers. Many of these competitors have substantially more resources than ABH and us which allow them to have economies of scale allowing them price points which compare favorably to ABH’s price points. They also have the ability to market their restaurants given their sheer size which ABH does not possess. All of these factors may make it difficult for ABH and us to succeed.

Unfavorable publicity could harm ABH’s and our business.

Multi-unit restaurant businesses such as ABH’s business can be adversely affected by publicity resulting from complaints or litigation or general publicity regarding poor food quality, food-borne illness, personal injury, food tampering, adverse health effects of consumption of various food products or high-calorie foods (including obesity), or other concerns. Negative publicity from traditional media or on-line social network postings may also result from actual or alleged incidents or events taking place in ABH’s restaurants. Regardless of whether the allegations or complaints are valid, unfavorable publicity relating to a number of our restaurants, or only to a single restaurant, could adversely affect public perception of the entire brand. Adverse publicity and its effect on overall consumer perceptions of food safety, or ABH’s failure to respond effectively to adverse publicity, could have a material adverse effect on its and our business.

Changes in employment laws or regulation could harm ABH’s performance.

Various federal and state labor laws govern ABH’s relationship with its employees and affect operating costs. These laws include minimum wage requirements, overtime pay, healthcare reform and the implementation of the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership and sales taxes. A number of factors could adversely affect ABH’s operating results, including additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, increased tax reporting and tax payment requirements for employees who receive tips, a reduction in the number of states that allow tips to be credited toward minimum wage requirements, changing regulations from the National Labor Relations Board and increased employee litigation including claims relating to the Fair Labor Standards Act.

The Americans with Disabilities Act is a federal law that prohibits discrimination on the basis of disability in public accommodations and employment. Although ABH’s restaurants are designed to be accessible to the disabled, ABH could be required to make modifications to its restaurants to provide service to, or make reasonable accommodations for disabled persons.

Economic conditions could have a material adverse impact on ABH’s landlords or other tenants in retail centers in which it or its franchisees are located, which in turn could negatively affect its financial results.

ABH’s landlords may be unable to obtain financing or remain in good standing under their existing financing arrangements, resulting in failures to pay required construction contributions or satisfy other lease covenants to ABH. In addition other tenants at retail centers in which ABH or its franchisees are located or have executed leases may fail to open or may cease operations. If any landlords fail to satisfy required co-tenancies, such failures may result in ABH or its franchisees terminating leases or delaying openings in these locations. Also, decreases in total tenant occupancy in retail centers in which ABH are located may affect guest traffic at its restaurants. All of these factors could have a material adverse impact on its and our operations.

ABH may experience higher-than-anticipated costs associated with the opening of new locations or with the closing, relocating and remodeling of existing restaurants, which may adversely affect its and our results of operations.

ABH’s and our revenues and expenses can be impacted significantly by the location, number and timing of the opening of new restaurants and the closing, relocating, and remodeling of existing restaurants. ABH incurs substantial pre-opening expenses each time it opens a new restaurant and incurs other expenses when it closes, relocates or remodels existing restaurants. These expenses are generally higher when it opens restaurants in new markets, but the costs of opening, closing, relocating or remodeling any of our restaurants may be higher than anticipated. An increase in such expenses could have an adverse effect on ABH’s and our results of operations.

ABH’s and our success depends substantially on the value of ABH’s brands and its reputation for offering guests an unparalleled Guest experience.

We believe that ABH has built a strong reputation for the quality and breadth of its menu items as part of the total experience that guests enjoy in its restaurants. We believe ABH must protect and grow the value of its brands to continue to be successful in the future. Any incident that erodes consumer trust in or affinity for its brands could significantly reduce their value. If consumers perceive or experience a reduction in food quality, service, or ambiance, or in any way believe ABH failed to deliver a consistently positive experience, its and our brand value could suffer.

ABH’s inability to successfully and sufficiently raise menu prices could result in a decline in profitability.

ABH utilizes menu price increases to help offset cost increases, including increased cost for commodities, minimum wages, employee benefits, insurance arrangements, construction, utilities and other key operating costs. If its selection and amount of menu price increases are not accepted by consumers and reduce guest traffic, or are insufficient to counter increased costs, its and our financial results could be harmed.

Our quarterly operating results may fluctuate due to the timing of special events and other factors, including the recognition of impairment losses.

Our quarterly operating results depend, in part, on revenue that ABH derived from special events, such as the Super Bowl® and other sporting events viewed by our guests in our World of Beer franchised locations such as the NFL, MLB, NBA, NHL and NCAA. Interruptions in the viewing of these professional and collegiate sporting league events due to strikes, lockouts or labor disputes may impact our results. Additionally, ABH’s and thus indirectly our results are subject to fluctuations based on the dates of sporting events and their availability for viewing through broadcast, satellite and cable networks. Historically, sales in most of World of Beer restaurants have been higher during fall and winter months based on the relative popularity and extent of national, regional and local sporting and other events. Further, quarterly operating results may fluctuate significantly because of other factors, including:

Fluctuations in food costs, particularly chicken wings;

The timing of new restaurant openings which may impact margins due to the related preopening costs and initially higher restaurant level operating expense ratios;

Potential distraction or unusual expenses associated with expansion into other geographical territories;

ABH’s ability to operate effectively in new markets in which it has limited operating experience;

Labor availability and costs for hourly and management personnel;

Changes in competitive factors;

Disruption in supplies;

General economic conditions, consumer confidence and fluctuations in discretionary spending;

Claims experience for self-insurance programs;

Increases or decreases in labor or other variable expenses;

The impact of inclement weather, natural disasters and other calamities;

Fluctuations in interest rates;

The timing and amount of asset impairment loss and restaurant closing charges; and

Tax expenses and other non-operating costs.

ABH may not be able to attract and retain qualified team members and key executives to operate and manage our business.

ABH”s success and the success of its individual restaurant(s) and business depends on its ability to attract, motivate, develop and retain a sufficient number of qualified key executives and restaurant employees, including restaurant managers and hourly team members. The inability to recruit, develop and retain these individuals may delay the planned openings of new restaurant and tavern locations or result in high employee turnover in existing locations, thus increasing the cost to efficiently operate our restaurants. This could inhibit expansion plans and business performance and, to the extent that a labor shortage may force ABH to pay higher wages, harm its profitability. The loss of any of its key executive officers could jeopardize its ability to meet its financial targets.

The sale of alcoholic beverages at ABH’s locations subjects it to additional regulations and potential liability.

Because ABH’s locations sell alcoholic beverages, it is required to comply with the alcohol licensing requirements of the federal government, states and municipalities where its restaurants are located. Alcoholic beverage control regulations require applications to state authorities and, in certain locations, county and municipal authorities for a license and permit to sell alcoholic beverages on the premises and to provide service for extended hours and on Sundays. Typically, the licenses are renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of the restaurants and bars, including minimum age of guests and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages. If ABH fails to comply with federal, state or local regulations, its licenses may be revoked, and it may be forced to terminate the sale of alcoholic beverages at one or more of its locations. Further, growing movements to change laws relating to alcohol may result in a decline in alcohol consumption at its facilities or increase the number of dram shop claims made against it, either of which may negatively impact operations or result in the loss of liquor licenses.

In certain states ABH is subject to “dram shop” statutes, which generally allow a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Some dram shop litigation against restaurant companies has resulted in significant judgments, including punitive damages.

Changes in consumer preferences or discretionary consumer spending could harm ABH’s and our performance.

The success of ABH’s World of Beer franchises depends, in part, upon the continued popularity of the overall World of Beer system locations throughout the United States as well as ABH’s unique food and beverage items and appeal of sports bars and casual dining restaurants. ABH also depends on trends toward consumers eating away from home. Shifts in these consumer preferences could negatively affect its future profitability. Such shifts could be based on health concerns related to the cholesterol, carbohydrate, fat, calorie or salt content of certain food items, including items featured on its menu. Negative publicity over the health aspects of such food items may adversely affect consumer demand for its menu items and could result in a decrease in guest traffic to its restaurants, which could materially harm its business. In addition, ABH will be required to disclose calorie counts for all food items on its menus, due to federal regulations, and this may have an effect on consumers’ eating habits. Other federal regulations could follow this pattern. In addition, ABH’s success depends to a significant extent on numerous factors affecting discretionary consumer spending, including economic conditions, disposable consumer income and consumer confidence. A decline in consumer spending or in economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm its business, financial condition, operating results or cash flow.

A regional or global health pandemic could severely affect ABH’s business.

A health pandemic is a disease outbreak that spreads rapidly and widely by infection and affects many individuals in an area or population at the same time. If a regional or global health pandemic was to occur, depending upon its duration and severity, ABH’s and our business could be severely affected. ABH has positioned its brand as a place where people can gather together.

Customers might avoid public gathering places in the event of a health pandemic, and local, regional or national governments might limit or ban public gatherings to halt or delay the spread of disease. A regional or global health pandemic might also adversely impact our business by disrupting or delaying production and delivery of materials and products in its supply chain and by causing staffing shortages in ABH’s restaurants. The impact of a health pandemic might be disproportionately greater than on other companies that depend less on the gathering of people together for the sale or use of their products and services.

As a result of the factors discussed above, ABH’s and our quarterly and annual operating results may fluctuate significantly. Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. These fluctuations may cause future operating results to fall below the expectations of securities analysts and shareholders. In that event, the price of our common stock would likely decrease.

ABH may be subject to increased labor and insurance costs.

ABH’s restaurant operations are subject to federal and state laws governing such matters as minimum wages, working conditions, overtime, and tip credits. As federal and state minimum wage rates increase, ABH may need to increase not only the wages of our minimum wage employees, but also the wages paid to employees at wage rates that are above minimum wage. Labor shortages, increased employee turnover, and health care mandates could also increase its labor costs. This, in turn, could lead it to increase prices which could impact its sales. Conversely, if competitive pressures or other factors prevent ABH from offsetting increased labor costs by increases in prices, its profitability may decline. In addition, the current premiums that ABH pays for its insurance (including workers’ compensation, general liability, property, health, and directors’ and officers’ liability) may increase at any time, thereby further increasing our costs. The dollar amount of claims that ABH actually experiences under its workers’ compensation and general liability insurance, for which it carries high per-claim deductibles, may also increase at any time, thereby further increasing its costs. Also, the decreased availability of property and liability insurance has the potential to negatively impact the cost of premiums and the magnitude of uninsured losses.

ABH’s current insurance may not provide adequate levels of coverage against claims.

ABH currently maintains insurance customary for businesses of its size and type. However, there are types of losses it may incur that cannot be insured against or that it believed are not economically reasonable to insure, such as losses due to natural disasters. Such damages could have a material adverse effect on its and our business and results of operations.

ABH is dependent on information technology and any material failure of that technology could impair its ability to efficiently operate its business.

ABH relies on information systems across its operations, including, for example, point-of-sale processing in its locations, management of its supply chain, collection of cash and credit and debit card payments, payment of obligations and various other processes and procedures. ABH’s ability to efficiently manage its business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, problems with maintenance, upgrading or transitioning to replacement systems, or a breach in security of these systems could cause delays in customer service, reduce efficiency in its operations, require significant investment to remediate the issue or cause negative publicity that could damage its and our brand. Significant capital investments might be required to remediate any problems.

If ABH is unable to maintain its rights to use key technologies of third parties, its and our business may be harmed.

ABH relies on certain technology licensed from third parties and may be required to license additional technology in the future for use in managing its internet sites and providing related services to users and customers. These third-party technology licenses may not continue to be available to it on acceptable commercial terms or at all. The inability to enter into and maintain any of these technology licenses could significantly harm its and our business, financial condition and operating results.

ABH’s future growth may require it to raise additional capital in the future, but that capital may not be available when it is needed or may be available only at an excessive cost.

In order to build out ABH’s business plan and to be ultimately successful, it will need ample capital to purchase/rent new properties, build new locations, hire personnel and market its locations. ABH may not generate sufficient cash from its existing operations in order to do so. Therefore, it or we may at some point choose to raise additional capital to support its continued growth. ABH’s and our ability to raise additional capital will depend, in part, on conditions in the capital markets at that time which are outside of its control. Accordingly, it or we may be unable to raise additional capital, if and when needed, on terms acceptable to it or us, or at all. If ABH or we cannot raise additional capital when needed, its ability to further expand operations through internal growth and acquisitions could be materially impacted. In the event of a material decrease in our stock price, future issuances of equity securities could result in dilution of existing shareholder interests.

The occurrence of any failure, breach or interruption in service involving ABH’s systems or those of its service providers could damage its reputation, cause losses, increase its expenses, and result in a loss of customers, an increase in regulatory scrutiny or expose ABH to civil litigation and possibly financial liability, any of which could adversely impact its and our financial condition, results of operations and the market price of our stock.

Communications and information systems are essential to the conduct of ABH’s business, as it uses such systems to manage its customer relationships, its general ledger, its deposits and its loans. ABH’s operations rely on the secure processing, storage and transmission of confidential and other information in its computer systems and networks. Although ABH takes protective measures and endeavor to modify them as circumstances warrant, the security of its computer systems, software and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and cyber attacks that could have a security impact. In addition, breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to its confidential or other information or the confidential or other information of our customers, clients or counterparties. If one or more of such events was to occur, the confidential and other information processed and stored in and transmitted through its computer systems and networks could potentially be jeopardized or could otherwise cause interruptions or malfunctions in its operations or the operations of its customers, clients or counterparties. This could cause ABH significant reputational damage or result in its experiencing significant losses.

Furthermore, ABH may be required to expend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. ABH also may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance it maintains. In addition, ABH routinely transmits and receives personal, confidential and proprietary information by e-mail and other electronic means. It has discussed and worked with its customers, clients and counterparties to develop secure transmission capabilities, but it does not have, and may be unable to put in place, secure capabilities with all of these constituents, and it may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of such information.

While ABH has established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, ABH outsources certain aspects of its data processing to certain third-party providers. If its third-party providers encounter difficulties, or if it has difficulty in communication with them, its ability to adequately process and account for customer transactions could be affected, and its business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

Risks Relating to Our Securities

There has been a very limited public trading market for our securities, and the market for our securities may continue to be limited and be sporadic and highly volatile.

There is currently a limited public market for our common stock. Our common stock has been listed for trading on the OTC Pink. We cannot assure you that an active market for our shares will be established or maintained in the future. Holders of our common stock may, therefore, have difficulty selling their shares, should they decide to do so. In addition, there can be no assurances that such markets will continue or that any shares, which may be purchased, may be sold without incurring a loss. Any such market price of our shares may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value and may not be indicative of the market price for the shares in the future.

In addition, the market price of our common stock may be volatile, which could cause the value of our common stock to decline. Securities markets experience significant price and volume fluctuations. This market volatility, as well as general economic conditions, could cause the market price of our common stock to fluctuate substantially. Many factors that are beyond our control may significantly affect the market price of our shares. These factors include:

● price and volume fluctuations in the stock markets; ● changes in our revenues and earnings or other variations in operating results; ● any shortfall in revenue or increase in losses from levels expected by us or securities analysts;

~~● changes in our revenues and earnings or other variations in operating results;~~35

● ~~any~~changes ~~shortfall~~ in ~~revenue~~regulatory policies or ~~increase~~law; in● ~~losses~~operating ~~from~~performance ~~levels~~of ~~expected~~companies bycomparable to us; orand ~~securities~~● ~~analysts;~~general economic trends and other external factors.

● changes in regulatory policies or law;

● operating performance of companies comparable to us; and

● general economic trends and other external factors.

Even if an active market for our common stock is established, stockholders may have to sell their shares at prices substantially lower than the price they paid for it or might otherwise receive than if a broad public market existed.

Future financings could adversely affect common stock ownership interest and rights in comparison with those of other security holders.

Our board of directors has the power to issue additional shares of common or preferred stock without stockholder approval. If additional funds are raised through the ~~issuance~~ issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders will be reduced, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. In addition, as of ~~March 31~~September 22, ~~2014~~2015, we had issued and outstanding options and warrants that may be exercised into 1014,~~058~~599,~~376~~204 shares of common stock, 9,000,000 shares of Series A Convertible Preferred Stock and 51 shares of Series A-1 Convertible Preferred Stock that may be converted into 54,000,306 shares of common stock, outstanding principal convertible notes totaling $51,~~991~~488,~~182~~487 (excludes ABH’s convertible notes of $2,371,545 which are not convertible into our common stock) and accrued interest payable of $1417,~~254,729~~338 (excludes accrued interest for ABH convertible notes) which together may be converted into ~~5,661,645,817shares~~shares of common stock (subject to 4.99-9.99% beneficial ownership limitations and a limit of a total of 20,000,000 authorized shares) at a maximum conversion cap rate of $.02 per share. Actual conversion prices are subject to certain discounts from market prices as the stock prices change daily and have been significantly less than the $.02 price, resulting in a possible calculation to reach the maximum authorized amount of 20,000,000,000 common shares. The Series A and A-1 Preferred Stock vote with the common stock on an as converted basis. Pursuant to the terms and conditions of ~~the~~our ~~Company’s~~ outstanding Series A and Series A-1 Preferred Stock, the conversion rate and the voting rights of the Series A and A-1 will not adjust as a result of any reverse stock split. Further, the authorized but unissued Series A will not adjust as a result of any reverse split. As a result, in the event of a reverse split of our common stock, the voting power would be concentrated with the Series A holder.

Further, if we issue any additional common stock or securities convertible into common stock, such issuance will reduce the proportionate ownership and voting power of each other stockholder diluting each stockholder. In addition, such stock issuances might result in a reduction of the book value of our common stock.

Because we do not have an audit or compensation committee, shareholders will have to rely on our President, who is not independent, to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Chief Executive Officer and Chief Financial Officer. An independent audit committee plays a crucial role in the corporate governance process, assessing our processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the Board from being independent from our management in their judgments and decisions and their ability to pursue the responsibilities of an audit committee without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our business could be compromised. Our lack of an independent compensation committee presents the risk that our executive officers on the Board may have influence over his personal compensation and benefits levels that may not be commensurate with our financial performance.

Our common shares are subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person’s account for transactions in penny stocks; and

· the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

· In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

o obtain financial information and investment experience objectives of the person; and

o make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

· sets forth the basis on which the broker or dealer made the suitability determination; and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our shares of common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

If an active market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

The majority of the outstanding shares of our common stock held by present stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. The SEC has recently adopted amendments to Rule 144, which became effective on February 15, 2008 and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we have been current with the Exchange Act periodic reporting requirements for at least twelve months before the sale.

Persons who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed 1% of the total number of shares of our common stock then outstanding, which would equal 1,263,374 shares of our common stock immediately after this offering, for a company trading on the pink sheets or Over-the-Counter Bulletin Board such as us.

The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

· Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

· Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

· “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

· Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

· The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

We do not expect to pay dividends to holders of our common stock in the foreseeable future. As a result, holders of our common stock must rely on stock appreciation for any return on their investment.

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada General Corporation Law, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend, we would not be able to pay our debts as they become due in the usual course of business, or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends since our inception, and we do not plan to declare any dividends on our common stock in the foreseeable future. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

We may issue shares of preferred stock in the future that may adversely impact the right of holders of our common stock.

As of the date of this Report, our Articles of Incorporation authorizes us to issue up to 20,000,000 shares of preferred stock, of which 14,999,949 shares have been designated as shares of Series A, 51 shares have been designated as Series A-1 and 100,000 shares have been designated as Series C. Accordingly, our Board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, the rights of holders of common stock could be impaired thereby, including, without limitation, dilution of their ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in the interest of holders of common stock. To date, our investors in the Series A Preferred Convertible Preferred Stock have waived their dividends which we were obligated to pay to them. There is no guarantee going forward that they will waive these dividends in the future. If so, the number of shares issued may be materially dilute your investment.

A substantial number of our shares are available for sale in the public market, and sales of those shares could adversely affect our stock price and our ability to obtain financing.

Sales of a substantial number of shares of common stock into the public market, or the perception that such sales could occur, could substantially reduce our stock price in the public market for our common stock and could impair our ability to obtain capital through a subsequent financing of our securities. We have ~~181~~1,~~714~~161,~~134~~193,362 shares of common stock outstanding as of March 31, ~~2014~~2015 of which ~~181~~1,~~683~~161,~~564~~162,792 shares are held by by non-affiliates. Further, ~~the~~we ~~Company~~have ~~has~~ outstanding convertible notes in the face value of $56,~~991~~208,~~182~~842 (excludes ABH notes) which may be converted into 4 388,~~677~~227,~~544,706~~593 shares of common stock at a maximum conversion price of $.02. Generally, the holders of the securities convertible or exercisable into our common stock may be able to sell the common stock issued upon conversion or exercise after a six month holding period under Rule 144 adopted under the Securities Act of 1933 (as amended, the “Securities Act”). As such, you should expect a significant number of such shares of common stock to be sold. Depending upon market liquidity at the time our common stock is resold by the holders thereof, such re-sales could cause the trading price of our common stock to decline. In addition, the sale of a substantial number of shares of our common stock, an anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. ~~On June 14, 2013, the Company approved a reverse stock split of 1-500 shares of common stock that became effective for trading on July 1, 2013.~~

EFFECTS OF INFLATION

We believe that inflation has not had any material effect on our net sales and results of operations.

ITEM 8 – FINANCIAL STATEMENTS

The consolidated financial statements for the years ended March 31, ~~2014~~2015 and ~~2013~~2014 are contained on Pages F-1 to F-3536 which follows.

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

None.

ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission'’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, ~~2014~~2015. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Under the supervision and with the participation of our management, including our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using framework similar to criteria referenced in the initial steps of the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of the year ended March 31, ~~2014~~2015.

A material weakness is a significant deficiency (as defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2), or a combination of significant deficiencies, that results in reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of ~~the~~our ~~Company’s~~ internal controls over financial reporting, management determined that there were control deficiencies as of the year ended March 31, ~~2014~~ 2015 that constituted material weaknesses, as described below.

* We have noted that there may be an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

* We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members and an independent audit committee financial expert, is an important entity-level control over the Company'’s financial statements. Currently, the Board does not have sufficient independent directors to form such an audit committee. Also, the Board of Directors does not have an independent director with sufficient financial expertise to serve as an independent financial expert.

* Due to the complex nature of recording derivatives and similar financial instruments, we noted a need for increased coordination and review of techniques and assumptions used in recording derivatives to ensure accounting in conformity with generally accepted accounting principles.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Remediation Efforts to Address Deficiencies in Internal Control over Financial Reporting

As a result of the findings from the evaluation conducted of the effectiveness of our internal control over financing reporting as set forth above, ~~management~~we ~~intends~~intend to take practical, cost-effective steps in implementing internal controls, including the following remedial measures, some of which have already been taken:

* Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control-Integrated Framework issued by COSO.

* ~~The~~we ~~Company~~have ~~has~~ hired an outside consultant to assist with controls over the review and application of derivatives to ensure accounting in ~~conformity~~ conformity with generally accepted accounting principles.

25* The Board of Directors to consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members as funds allow.

*Due ~~Board~~ to ~~review~~ ~~and~~inadequate ~~make recommendations to shareholders concerning the composition of the Board of Directors~~financing, ~~with~~we ~~particular~~have ~~focus on~~not ~~issues~~hired ofany ~~independence.~~outside ~~The~~experts ~~Board of Directors~~ to ~~consider~~design ~~nominating~~additional aninternal ~~audit~~controls ~~committee~~over ~~and audit committee~~ financial ~~expert, which~~reporting ~~may~~ or ~~may~~recommended ~~not~~a ~~consist~~new ofboard ~~independent~~director ~~members~~that is asa ~~funds~~financial ~~allow~~expert.

Due to inadequate financing, the Company has not hired any outside experts to design additional internal controls over financial reporting or recommended a new board director that is a financial expert.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

No change in ~~the~~our ~~Company’s~~ internal control over financial reporting occurred during the quarter ended March 31, ~~2014~~2015, that materially affected, or is reasonably likely to materially affect, ~~the~~our ~~Company’s~~ internal control over financial reporting.

ITEM 9B - OTHER INFORMATION

None

PART III

ITEM 10 – DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive officers as of March 31, 2014 are as follows. Our directors serve until their successors are elected and qualified.

Name of Officer and Age		Position with the Company	~~Position~~Year ~~with the Company~~Appointed	~~Year Appointed~~
Roy Warren	5859	Chairman, Chief Executive Officer and President	~~Chairman, Chief Executive Officer and President~~2007	~~2007~~
Michael Edwards	5455	Director	~~Director~~2007	~~2007~~
H. John Buckman	6869	Director	~~Director~~2007	~~2007~~
Tommy Kee	6566	Chief Financial Officer	~~Chief~~2007/ ~~Financial Officer~~2010*	2007 2010*

* Mr. Kee resigned as CFO in July 2009 but rejoined the Company in April 2010.

The experience and background of the Company’s directors, executive officers and significant employees follow:

Mr. Roy Warren – Chairman, Chief Executive Officer and President since September, 2007

Mr. Warren serves as our Chairman of the Board, Chief Executive Officer and President. As Chief Executive Officer, Mr. Warren provides overall company leadership and strategy. Mr. Warren also serves as a director of our wholly owned subsidiary, Attitude Drink Company, Inc. For 15 years from 1981 through 1996, Mr. Warren was in the securities brokerage industry. During those years, Mr. Warren acted as executive officer, principal, securities broker and partner with brokerage firms in Florida, most notably Kemper Financial Companies, Alex Brown & Sons and Laffer Warren & Company. From 1999 to 2007, Mr. Warren was Chief Executive Officer of Bravo! Brands, Inc., in Florida, a public company which was a beverage brand-development company, similar to Attitude Drinks Incorporated. This experience in the beverage industry as well as with a public company led to the conclusion that he should serve as a director of the Company. Mr. Warren is also the Chief Executive Officer and a director of HVWC.

Mr. Michael Edwards – Director since 2007

Mr. Edwards ~~serves~~has served on the Board of Directors since 2007. He currently is the sole proprietor of a chain of automobile car washes in Martin County, Florida which he has owned over seven years. Prior to this, he served as Chief Revenue Officer for Bravo! Brands, Inc. for over five years in which he led the sales team force for introduction and sales of the company’s various developed beverage brands and products. This expertise in the development and sales of beverage products led to the conclusion that he should serve as a director of the Company. Prior to that time, he worked for 5 years in beverage marketing research for Message Factors, Inc., a Memphis, Tennessee marketing research firm. Mr. Edwards has a BS degree from Florida State University in Management and Marketing and spent 13 years in the banking industry, leaving CitiBank to join Message Factors in 1995.

Mr. H. John Buckman – Director since 2007

Mr. Buckman ~~serves~~has served on the Board of Directors since 2007. He is a principal and majority shareholder of Buckman, Buckman and Reid, a licensed broker-dealer co-founded by Mr. Buckman in 1988. Mr. Buckman also joined the Board of Center for Vocational Rehabilitation (CVR) in 1994 and was a member for ten years. Presently, Mr. Buckman is President of the Board of Directors for Asian Youth Ministries in New Jersey. His many years of broker-dealer experience, which provide valuable direction in the Company’s interactions in the securities market as well as his management and director experience, supports his role as director of the Company.

Mr. Tommy Kee –Chief Financial Officer since 2007

Tommy Kee joined our company in November, 2007 as Chief Financial Officer. Mr. Kee was previously the Chief Accounting Officer of Bravo! Brands, Inc. He graduated with an MBA from the University of Memphis and a BS degree in accounting from the University of Tennessee. Before joining us, he served for several years as CFO for Allied Interstate, Inc. in the West Palm Beach area. Prior to that, Mr. Kee served as CFO and Treasurer for Hearx Ltd. a West Palm Beach, Florida public company. He also served 18 years as International Controller and Financial Director with the Holiday Inns Inc. organization in Memphis and Orlando. Mr. Kee gave his letter of resignation as CFO, effective July 10, 2009 but rejoined the Company in April, 2010. Mr. Kee also serves as the Chief Financial Officer of HVWC.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of the appropriate Forms 3, 4 and 5 and any amendments to such forms filed pursuant to Section 16(a) during the most recent fiscal year, there are no late filings.

Code of Ethics

On May 14, 2009, the Board of Directors approved and ratified a Code of Ethics that is applicable to all directors, officers and employees. A copy of the Code of Ethics was attached an Exhibit 14 in the Form 10-K/A-2 that was filed for the fiscal year that ended March 31, 2009. The Code of Ethics is also available for review on our website at www.attitudedrinks.com. Furthermore, a copy of the code is available to any person free of charge upon request by writing to our company at ~~712~~11231 U.S. Highway 1, ~~Suite 200~~#201, North Palm Beach, Florida 33408.

Committees

Although we have a majority of independent directors, we do not have a separately designated audit committee, nominating committee, compensation committee or a person designated as an audit committee member financial expert. We do not have a separately designated audit committee or an audit committee member financial expert because the cost of identifying, interviewing, appointing, educating, and compensating such persons would outweigh the benefits to our stockholders at the present time. If we are successful in our efforts to secure additional capital, the resources may be available to appoint additional directors, have a separately designated audit committee, nominating committee, compensation committee and a person designated as an audit committee member financial expert. All directors participate in nominations of directors, and there is no formal nomination charter or policy in regard to recommendation of directors by shareholders due to the Company’s size and operations.

ITEM 11 - EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation earned during the last two fiscal years by our executive officers as well as any unpaid compensation for the applicable years with the company. Please note that the company did not have sufficient capital to make regular compensation payments to these officers, and unpaid amounts have been accrued and reflected as expense:

																~~Change in~~		Change in
																~~Pension~~		Pension
																~~Value &~~		Value &
														~~Non-equity~~		~~Nonqualified~~Non-equity		Nonqualified
					~~Earned~~		Earned					~~(f)~~		~~Incentive~~(e)		~~Deferred~~Incentive		~~(h)~~Deferred		(g)
	Principal				~~Salary /~~		Salary /		~~Stock~~			~~Option~~Stock		~~Plan Comp.~~Option		Plan Comp.		~~All Other~~Comp.		All Other
Name	Position		~~Year~~		~~Consulting $~~Year		~~Bonus~~Consulting $		~~Awards~~Bonus $			Awards $		Awards $		~~Earnings~~ $		~~Comp.~~Earnings $		~~Total~~Comp. $		Total $
Roy Warren (g)	CEO		2014	(a)	$	220,373	$	-	$	-		$	1,350	$	-	$	-	$	13,459	$	235,182
Roy Warren (f)		CEO				2015 (a)	$	220,373	$	—		$	—	$	—	$	—	$	—	$	5,981	$	226,354
Roy Warren (g)	CEO		2013	(c)	$	215,662	$	-			(b)	$	-	$	-	$	-	$	15,668	$	231,330
Roy Warren (f)		CEO				2014 (b)	$	220,373	$	—		$	—	$	1,350	$	—	$	—	$	13,459	$	235,182
Tommy Kee (g)	CFO		2014	(d)	$	173,644	$	-	$	-		$	4,877	$	-	$	-	$	6,760	$	185,281
Tommy Kee (f)		CFO				2015 (c)	$	173,644	$	—		$	—	$	—	$	—	$	—	$	1,685	$	175,329
Tommy Kee (g)	CFO		2013	(e)	$	99,851	$	-	$	-		$	-	$	-	$	-	$	11,745	$	111,596
Tommy Kee (f)		CFO				2014 (d)	$	173,644	$	—		$	—	$	4,877	$	—	$	—	$	6,760	$	185,281

(a) For the year ended March 31, ~~2014~~2015, Roy Warren, CEO, earned a salary of $208,373 plus annual director’s fees of $12,000 for a total of $220,373. His base salary is ~~now~~ accrued at the same $208,373 amount, although there is no assurance the Company will have sufficient capital to pay this amount. Of the total $220,373 amount, a total amount of $7195,~~079~~252 ~~was~~has not been paid.

(b) For the year ended March 31, ~~2013~~2014, ~~Roy~~ Roy Warren, CEO, ~~received~~earned 51an ~~shares~~income of ~~Series~~$208,373 ~~A-1~~plus ~~Preferred~~annual ~~Stock~~director’s ~~for~~fees ~~past~~of ~~due~~$12,000 ~~services~~for asa ~~the~~total ~~value~~ of ~~the~~$220,373. ~~stock~~His base salary is ~~less~~accrued ~~than~~at the same $~~1.00 (51~~208,373 ~~preferred~~amount, ~~shares~~although ~~converted~~there atis 6no ~~common~~assurance ~~shares~~the ~~per~~Company ~~preferred~~will ~~share~~have =sufficient ~~306~~capital ~~shares~~to ofpay ~~common~~this ~~stock~~amount. Of xthe ~~market~~total ~~price~~$220,373 amount, a total amount of $~~.0003~~71,079 =has $0not been paid.~~09).~~

(c) For the year ended March 31, ~~2013~~2015, ~~Roy~~Tommy ~~Warren~~Kee, ~~CEO~~CFO, earned an ~~income~~annual base salary of $~~165~~173,~~113.~~644 ~~The~~which ~~$215,662~~is the same amount ~~reflects~~that ~~his~~is ~~just~~used ~~mentioned~~for ~~earned~~his ~~income~~accrual. ~~plus~~There ~~additional~~is ~~compensation~~no assurance ofthe ~~$38,549~~Company ~~and~~will ~~unpaid~~have ~~annual~~sufficient ~~director’s~~capital ~~fees~~to ofpay ~~$12,000~~this amount. ~~His~~Of ~~base~~the ~~salary~~total ~~was~~earned ~~accrued~~amount atof $~~180~~173,~~000~~644, ~~although~~a ~~there~~total isamount noof ~~assurance~~$130,519 ~~the~~has ~~Company~~not ~~will~~been ~~have sufficient capital to pay this amount~~paid.

(d) For the year ended March 31, 2014, Tommy Kee, CFO, earned an annual base salary of $173,644 which is the same amount that is used for his accrual. There is no assurance the Company will have sufficient capital to pay this amount. Of the total earned amount of $173,644, a total ~~amount~~ of $125,289 ~~was~~ has not been paid.

(e) ~~For~~This amount represents the ~~year~~aggregate grant ~~ended~~date ~~March~~fair ~~31,~~value ~~2013~~that was computed in accordance with FASB Topic 718 for the grant of non-qualified stock options to Roy Warren, CEO and Tommy Kee, CFO. These options were granted in September, ~~earned~~2013 anand ~~annual~~have ~~base~~an ~~salary~~exercise price of $~~99,851~~.004 ~~His~~and ~~2013~~vest ~~base~~immediately with ~~salary~~an ~~was~~expiration ~~accrued~~life atof ~~$120,000,~~five ~~although~~(5) ~~there~~years. isThe nostock ~~assurance the~~options ~~Company~~were ~~will~~valued ~~have~~at ~~sufficient~~$.0027 ~~capital~~per tostock ~~pay~~option ~~this~~for ~~amount~~Roy Warren (500,000 stock options at $.0027 ~~The~~= $991,~~851~~350) ~~amount~~and ~~reflects~~the ~~his~~same ~~salary~~value inof ~~which~~ $65.0027 per stock option for Tommy Kee (1,~~208~~806,426 ~~was~~stock ~~not~~options ~~paid~~at $.0027 = $4,877).

(f) This amount represents the aggregate grant date fair value that was computed in accordance with FASB Topic 718 for the grant of non-qualified stock options to Roy Warren, CEO and Tommy Kee, CFO. These options were granted in September, 2013 and have an exercise price of $.004 and vest immediately with an expiration life of five (5) years. The stock options were valued at $.0027 per stock option for Roy Warren (500,000 stock options at $.0027 = $1,350) and the same value of $.0027 per stock option for Tommy Kee (1,806,426 stock options at $.0027 = $4,877).41

(gf) Neither executive has an employment or a consulting agreement. The Company intends to pay accrued but unpaid amounts either by conversions of certain past due amounts into in the Company’s common stock and/or cash once the Company’s fundings and financial position will allow such payments. Since ~~the~~we ~~Company~~were ~~was~~ not able to consistently make salary payments to these two named executives, ~~the~~we ~~Company~~ had to treat some of these payments as consulting fees.

(hg) All other compensation figures represent company paid medical insurance for the above named executives.

28Outstanding Equity Awards at March 31, 2015:

Outstanding Equity Awards at March 31, 2014

		Option Awards					Stock Awards
									Equity
								Equity	Incentive
								Incentive	Plan Awards:
			Equity					Plan Awards:	Market or
			Incentive Plan				Market	Number	Payout Value
			Plan Awards:			Number of	Value of	of Unearned	of Unearned
	Number of	Number of	Number of			Shares or	Shares of	Shares, Units	Shares
	Securities	Securities	Securities			Units of	Units of	or Other	Units or
	Underlying	Underlying	Underlying			Stock That	Stock That	Rights That	Other Rights
	Unexercised	Unexercised	Unexercised	Option	Option	Have Not	Have Not	Have Not	That Have
	Options #	Options #	Unearned	Exercise	Expiration	Vested	Vested	Vested	Not Vested
Name	Exercisable	Unexercisable	Options #	Price $	Date	#	$	#	$
Roy Warren, CEO (a) (c)	500,000	500,000	—	(d)	(d)	—	$ —	—	$ —
Tommy Kee, CFO (b)	1,817,739	1,817,739	—	(e)	(e)	—	$ —	—	$ —

Total	2,317,739	2,317,739	—			—	$ —	—

Option Awards

Stock Awards

Equity

Incentive

Plan Awards:

Equity

Plan Awards:

Market or

Incentive Plan

Market

Number

Payout Value

Plan Awards:

Number of

Value of

of Unearned

Number of

Shares or

Shares of

Shares, Units

Securities

Units of

or Other

Units or

Underlying

Stock That

Rights That

Other Rights

Unexercised

Option

Have Not

That Have

Options #

Unearned

Exercise

Expiration

Vested

Not Vested

Name

Exercisable

Unexercisable

Options #

Price $

Date

Roy Warren, CEO (a) (c)

500,000

(d)

Tommy Kee, CFO (b)

1,817,739

(e)

Total

2,317,739

(a) All 500,000 stock options were granted during September, 2013.

(b) Stock options were granted as follows: 11,313 stock options during December, 2011 and 1,806,426 stock options during September, 2013.

(d) During September 2013. Roy Warren was granted 500,000 non-qualified stock options at an exercise price of $.004 with an expiration date of September 16, 2018.

(e) On March 2009, Tommy Kee was granted 11,313 non-qualified stock options at an exercise price of $10.00 with an expiration date of December 31, 2016 and 1,806,426 non-qualified stock options at an exercise price of $.004 with an expiration date of September 16, 2018.

Director Compensation Table

		(a)				~~(a)~~
		Fees			Non-equity	~~Fees~~Nonqualified							~~Non-equity~~		~~Nonqualified~~
		Earned or			Incentive	~~Earned or~~Deferred							~~Incentive~~		~~Deferred~~
		Paid In	Stock	Option	Plan Comp.	~~Paid In~~Comp.	All Other		~~Stock~~		~~Option~~		~~Plan Comp.~~		~~Comp.~~		~~All Other~~
Name	Year	~~Year~~Cash $	Awards $	Awards $	$	~~Cash~~Earnings $	Comp. $	Total $	~~Awards $~~		~~Awards $~~		$		~~Earnings $~~		~~Comp. $~~		~~Total $~~
H.John Buckman (b )			2014			$	12,000		$	1,350	$	-	$	-	$	-	$	-	$	13,350
H. John Buckman (b )	2015	$ 12,000	$ —	$ —	$ —	$ —	$ —	$ 12,000
			2013			$	12,000		$	-	$	-	$	-	$	-	$	-	$	12,000
	2014	$ 12,000	$ 1,350	$ —	$ —	$ —	$ —	$ 13,350
Mike Edwards ( c )	2015	$ 12,000	~~2014~~$ —	$ —	$ —	$ —	~~12,000~~$ —	$ 12,000	$	~~1,350~~	$	-	$	-	$	-	$	-	$	~~13,350~~
			2013			$	12,000		$	-	$	-	$	-	$	-	$	-	$	12,000
	2014	$ 12,000	$ 1,350	$ —	$ —	$ —	$ —	$ 13,350

Roy G. Warren, CEO, is the Chairman of the Board of Directors. His director compensation is reported in the Summary Compensation Table.

(a) Each above director is compensated $1,000 per month for their role as directors; however, no cash payments have been made for the year ended March 31, ~~2014~~2015. Roy G. Warren is the only non-independent director. The Company intends to pay these past due amounts either by issuing shares of the Company’s common stock and/or cash once the Company’s financial position will allow such payments. Total past due director fees are $6678,000 for H. John Buckman and $6274,792 for Mike Edwards.

(b) In addition to H. John Buckman being a Director, he also is an investor and debt holder of the Company whereas the Company issued him a note payable at face value of $55,000. He also received 22 shares of restricted stock that related to his note payable, 2 shares were issued to him in 2009 for his Director services, and he received 300 shares of restricted stock in November 2009 for his efforts in a financing during that month (total of 324 restricted shares). In September, 2013, he received 500,000 non-qualified stock options at an exercise price of $.004 with immediate vesting. The stock options have a life of five (5) years. We recorded the value of these stock options at $1,350 (500,000 options x $.0027 = $1,350).

(c) In September, 2013, Mike Edwards received 500,000 non-qualified stock options at an exercise price of $.004 with immediate vesting. The stock options have a life of five (5) years. We recorded the value of these stock options at $1,350 (500,000 options x $.0027 = $1,350).

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our company’s common stock as of ~~March~~September 3125, ~~2014~~2015 as to:

· each person known to beneficially own more than 5% of our issued and outstanding common stock

· each of our directors

· each executive officer

· all directors and officers as a group

Except as otherwise noted, the named beneficial owners have direct ownership of the stock and have sole voting and investment power with respect to the shares shown:

~~investment power with respect to the shares shown~~43

Beneficial Owners

	Name and Address of	~~Name~~Amount and ~~Address of~~Nature	Percent of	~~Amount and Nature~~		~~Percent of~~
Title of Class	Beneficial Owner (1)	of Beneficial ~~Owner~~Ownership (1)	Class (2)	~~of Beneficial Ownership (1)~~		~~Class (2)~~
Common	Alpha Capital Anstaldt (3)	~~Alpha Capital Anstaldt (3)~~1,309,117,178	9.99%		~~315,189,428~~		~~9.99~~	%
	Pradafant 7	~~Pradafant 7~~
	9490 Furstentums	~~9490 Furstentums~~
	Vaduz, Lichetenstein	~~Vaduz, Lichetenstein~~
Common	Southridge Partners II LP (3)	~~Southridge Partners II LP (3)~~596,930,978	9.99%		~~61,328,988~~		~~9.99~~	%
	90 Grove Street, Suite 206	~~90 Grove Street, Suite 206~~
	Ridgefield, Connecticut 06877	~~Ridgefield, Connecticut 06877~~
Common	Roy G. Warren (4)	~~Roy G. Warren (4)~~2,480,116,908	51.55%		~~54,530,548~~		~~23.1~~	%
	712 U.S. Highway 1, Suite 200	~~712 U.S. Highway 1, Suite 200~~
	North Palm Beach, Florida 33408	~~North Palm Beach, Florida 33408~~

(1) 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.

(2) Percentage calculated from base of ~~181~~2,~~714~~330,~~134~~565,835 shares of common stock outstanding at ~~March~~September 3125, ~~2014~~2015 plus for each person shares subject to convertible debt, convertible accrued interest, or preferred stock currently exercisable or convertible within 60 days of ~~March~~ 31September 25, ~~2014~~2015 that are deemed outstanding for computing the percentage of the person holding such convertible instrument but are not deemed outstanding for computing the percentage of any other person.

(3) This owner is contractually limited to a beneficial ownership of our equity not to exceed 9.99%. Equity listed consists of common stock, convertible notes, ~~and~~ convertible accrued interest and convertible preferred stock. Alpha’s total relates to Series C Convertible Preferred Stock, and Southridge’s total relates mainly to Series C Convertible Preferred Stock and some convertible notes payable.

(4) Equity listed consists of common stock, preferred stock and stock options to purchase common stock. Due to the Company’s stockholders’ deficit, conversion of the Series A and A-1 convertible preferred stock cannot be converted at this time. Mr. Warren also owns 269 shares of Series C Convertible Preferred Stock which cannot be converted 60 days from September 25, 2015 as he must hold the preferred stock for six months of holding per Rule 144 before doing any conversions due to salary treatment. His total includes voting rights for 2,425,586,666, Series A Convertible Preferred Stock for 54,000,000, common stock for 30,242 and stock options for 500,000.

3044

Management Owners

	Name and Address of	~~Name~~Amount and ~~Address of~~Nature	Percent of	~~Amount and Nature~~			~~Percent of~~
Title of Class	Beneficial Owner (1)	of Beneficial ~~Owner~~Ownership (1)	Class (1)	~~of Beneficial Ownership (1)~~			~~Class (2)~~
Common	Roy G. Warren (2)	~~Roy G. Warren (3)~~2,480,116,908	51.55%		~~54,530,548~~			~~23.10~~	%
	712 U.S. Highway 1, Suite 200	~~712 U.S. Highway 1, Suite 200~~
	North Palm Beach, Florida 33408	~~North Palm Beach, Florida 33408~~
Common	Tommy Kee (3)	~~Tommy~~1,817,741 ~~Kee~~ (43)	Less than 1%		~~1,817,741~~			~~Less than 1~~	%
	712 U.S. Highway 1, Suite 200	~~712 U.S. Highway 1, Suite 200~~
	North Palm Beach, Florida 33408	~~North Palm Beach, Florida 33408~~
Common	H. John Buckman (4)	H.500,324 ~~John Buckman~~ (54)	Less than 1%		~~500,324~~	~~(5)~~		~~Less than 1~~	%
	712 U.S. Highway 1, Suite 200	~~712 U.S. Highway 1, Suite 200~~
	North Palm Beach, Florida 33408	~~North Palm Beach, Florida 33408~~
Common	Mike Edwards (5)	~~Mike~~500,002 ~~Edwards~~ (65)	Less than 1%		~~500,002~~	~~(6)~~		~~Less than 1~~	%
	712 U.S. Highway 1, Suite 200	~~712 U.S. Highway 1, Suite 200~~
	North Palm Beach, Florida 33408	~~North Palm Beach, Florida 33408~~
Common	Executive officers and directors as a group	~~Executive officers and directors as a group~~2,482,934,975	51.58%		~~57,348,615~~			~~23.99~~	%

(1) 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. Shares of common stock subject to options currently exercisable or exercisable within 60 days of September ~~March 31~~25, ~~2014~~2015 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(2) The total ~~Percentage~~amount ~~calculated~~includes ~~from base of 181~~30,~~714,134~~242 shares of common stock, ~~outstanding~~500,000 atnon-qualified ~~March~~stock ~~31,~~options ~~2014~~and ~~plus~~54,000,000 shares ~~subject~~of tocommon ~~options or preferred~~ stock from ~~currently~~the ~~exercisable~~potential orconversion ~~convertible within 60 days~~ of ~~March 31~~9,000,000 ~~2014~~Series ~~that~~A ~~are~~Preferred ~~deemed~~Stock ~~outstanding~~and ~~for~~51 ~~computing~~shares ~~the percentage~~ of ~~the~~Series ~~person~~A-1 ~~holding~~Preferred ~~such~~Stock ~~option~~having ~~but~~voting rights ~~are not deemed outstanding~~ for ~~computing the percentage of any other person~~2,425,586,666.

(3) ~~The total amount relates to 30~~ Represents 1,~~242 shares of common stock~~817,739 ~~500,000~~ non-qualified stock options and ~~54,000,306~~2 shares of common stock. ~~from~~Mr. ~~the~~Kee ~~potential~~also ~~conversion~~owns of371 ~~9,000,000~~shares of Series AC ~~Preferred~~Convertible Preferred Stock ~~and~~which 51cannot ~~shares~~be ofconverted ~~Series~~60 ~~A-1~~days ~~Preferred~~from ~~Stock~~September ~~(conversion~~25, of2015 6as ~~common~~he ~~shares~~must tohold 1the preferred ~~share)~~stock for six months of holding before doing any conversions.

(4) Includes 324 ~~Represents~~shares ~~1,817,739~~of ~~non-qualified~~common stock ~~options~~ and 2500,000 ~~shares~~non-qualified ~~of common~~ stock options.

(5) Represents 2 ~~Includes 324~~ shares of common stock and 500,000 non-qualified stock options.

(6) Represents 2 shares of common stock and 500,000 non-qualified stock options

Changes in Control

None

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The Company issued aggregate notes of $100,000 ($50,000 in October 2007 and $50,000 in February 2008) to Roy Warren, the Company’s CEO, an accredited investor with whom the Company entered into subscription agreements for 10% convertible notes. Roy Warren assigned the $100,000 notes to another party. During the quarter ended September 30, 2009, 9,000,000 shares of Series A Preferred, convertible into 54,000,000 shares of common stock at the option of the holder, were granted to Roy Warren for services rendered. We recorded a non-cash expense for $1,620,000 which is based on the then market price of $0.03 per common share times the convertible stock equivalents (9,000,000 preferred shares x 6 = 54,000,000 common stock equivalents). These shares vote with the common stock at a rate of 6 votes per share (54,000,000 total votes). During the quarter ended March, 31, 2013, 51 shares of Series A-1 Preferred, convertible into 306 shares of common stock at the option of the holder, were granted to Roy Warren for services rendered. We recorded a non-cash expense for $0.09 which is based on the then market price of $0.0003 per common share times the convertible stock equivalents (51 preferred shares x 6 = 306 common stock equivalents).

3145

H. John Buckman is a board director of the company and is a debt holder of the company of a note payable at the face value of $55,000. He also received 2221 shares of restricted stock that related to this note payable, 3 shares of restricted stock for being a Director and 300 shares of restricted stock for his services related to a November 2009 financing (total of ~~325~~324 shares of restricted stock). He also received 500,000 non-qualified stock options at an exercise price of $.004 with full vestment as the life of the stock options is five (5) years.

Director Independence

H. John Buckman and Mike Edwards are independent directors as defined by Rule 10A-3 of the Exchange Act under NASDAQ rules. Roy G. Warren is not independent as he is an officer of the Company.

Attitude Beer Holding Co.

On April 21, 2015, ABH was sold to HVWC. As part of the sale, we received 87,990,000 shares of HVWC resulting in us being the majority owner of the common shares of HVWC. See Part 1, Item 1 under the section of “Recent Developments and Change in Business Model” for more information.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for the year ended March 31, ~~2014~~2015 for professional services rendered by the principal accountant for the review of financial statements included in our Form 10-Q’s were approximately $3620,000.. We have accrued expected audit fees for the year ended March 31, ~~2014~~2015 in the amount of $4045,000. Total audit fees for the previous year ended March 31, ~~2013~~2014 were approximately $5636,000.

Audit Related Fees

None.

Tax Fees

None

All Other Fees

None

Audit Committee Pre-Approval Policies

The Company does not have an audit committee and therefore the board considers and has approval authority over all engagements of the independent auditors. All of the engagements resulting in the fees disclosed above for fiscal ~~2013-~~2014-2015 were approved by the Chairman of the Board prior to the engagement.

3246

PART IV

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Form 10-K:

1. Financial Statements

The following financial statements are included in Part II, Item 8 of this Form 10-K:

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Stockholders’ Deficit

Consolidated Statement of Cash flows

2. Exhibits

The exhibits listed in the Exhibit Index are incorporated herein by reference and are filed as part of this Form 10-K,

Exhibit		Incorporated	Filed
No.	Documents Description	By Reference	Herewith
(2)(1)	Agreement and Plan of Merger dated September 14,2007	(1)
(3)(1)(i)	Restated Certificate of Incorporation	(1)
(3)(1)(ii)	Certificate of Amendment to Certificate of Incorporation	(8)
(3)(1)(iii)	Certificate of Amendment to Certificate of Incorporation	(9)
(3)(1)(iv)	Certificate of Amendment to the Certificate of Incorporation	(23)
(3)(1)(iv-2)	Certificate of Amendment to the Certificate of Incorporation	(27)
(3)(1)(v)	Certificate of Amendment to the Certificate of Incorporation	(30)
(3)(2)	Amended and Restated Bylaws	(1)
(4)(1)	Certificate of Designation of the Series A Convertible Preferred	(1)
(4)(1)(i)	Certificate of Designation of the Relative Rights and and Preferences of the Series A Convertible Preferred	(26)
(4)(2)	Form of Common Stock Certificate	(1)
(4)(3)	Form of Class A and B Common Stock Purchase Warrant with Schedule of other documents omitted-Exhibit B in Exhibit (10)(1)-(a)	(1)
(4)(4)	Form of 10% Convertible Note with Schedule of other documents omitted -Exhibit A in Exhibit (10)(1)-(a)	(1)
(4)(5)	Form of Secured Convertible Note with Schedule of other documents omitted	(1)
(4)(6)	Certificate of Amendment to the certificate of Designation of the Series A Convertible Preferred Stock	(5)
(4)(7)	Form of Note dated January 8, 2008 - Exhibit A in Exhibit (10)(8)-(b)	(11)
(10)(1)	Subscription Agreement for Securities dated October 23, 2007	(11)
(10)(2)	2007 Stock Compensation and Incentive Plan	(1)
(10)(3)	Escrow Agreement dated October 23, 2007 - Exhibit C in Exhibit (10)((1)-(a)	(1)
(10)(4)	Security Agreement dated October 23, 2007-Exhibit D in Exhibit (10)(1))-(a)	(1)
(10)(5)	Subsidiary Guaranty dated October 23, 2007-Exhibit E in Exhibit (10)(1)-(a)	(1)
(10)(6)	Collateral Agent Agreement dated October 23, 2007-Exhibit F in Exhibit (10)(1)-(a)	(1)
(10)(7)	Office Lease Agreement dated December 15, 2007	(2)
(10)(8)	Subscription Agreement for Securities dated January 8, 2008	(11)
(10)(9)	Funds Escrow Agreement dated January 8, 2008 - Exhibit B in Exhibit (10)(8)-(b)	(1)
(10)(10)	Waiver and Consent January 8, 2008	(1)

Exhibit		Incorporated	Filed
No.	Documents Description	By Reference	Herewith
(2)(1)	Agreement and Plan of Merger dated September 14,2007	(1)
(3)(1)(i)	Restated Certificate of Incorporation	(1)
(3)(1)(ii)	Certificate of Amendment to Certificate of Incorporation	(5)
(3)(1)(iii)	Certificate of Amendment to Certificate of Incorporation	(6)
(3)(1)(iv)	Certificate of Amendment to the Certificate of Incorporation	(11)
(3)(1)(iv-2)	Certificate of Amendment to the Certificate of Incorporation	(13)
(3)(1)(v)	Certificate of Amendment to the Certificate of Incorporation	(16)
(3)(2)	Amended and Restated Bylaws	(1)
(4)(1)	Certificate of Designation of the Series A Convertible Preferred	(1)
(4)(1)(i)	Certificate of Designation of the Relative Rights and
	and Preferences of the Series A Convertible Preferred	(12)
(4)(2)	Form of Common Stock Certificate	(1)
(4)(6)	Certificate of Amendment to the certificate of Designation of the Series A
	Convertible Preferred Stock	(3)
(10)(1)	Sublicense Agreement, Termination Agreement, Promissory Note with
	Nutraceutical Discoveries, Inc. - August, 2008 and February, 2010	(7)
(10)(2)	Manufacturing Agreement dated December 16, 2008 with O-AT-KA
	Milk Products Cooperative, Inc.	(2)
(10)(3)	Intentionally left blank
(10)(4)	Form of Note with previous Landlord dated January 26, 2011	(8)
(10)(5)	Form of Promissory Note dated October 7, 2011 (Alpha)	(9)
(10)(6)	Form of Promissory Note dated October 7, 2011 (Centaurian)	(9)
(10)(7)	Form of Promissory Note with conversion rights November 3, 2011	(9)
(10)(8)	Form of Promissory Note dated December 1, 2011 (Centaurian)	(10)
(10)(9)	Form of Promissory Note dated December 1, 2011 (Alpha)	(10)
(10)(10)	Form of Note dated December 28, 2011 (Alpha)	(10)
(10)(10) ii	Certificate of Amendment to the Certificate of Incorporation May 1, 2012	(11)
(10)(11)	Amendment to the Certificate of Designation of the Relative Rights and
	Preferences of the Series A Convertible Preferred Stock January 9, 2013	(15)
(10)(12)	Submission of Matters to a Vote of Security Holders to Approve Increase in
	Authorized Shares for Common Stock to Twenty Billion Shares and to
	Decrease Par Value of Common Stock and Preferred Stock from $.001
	to $.00001 plus Ratification of the 2013 Equity Incentive Plan-January 29, 2013	(14)
(10)(13)	Certificate of Amendment of Certificate of Incorporation January 30, 2013	(15)
(10)(14)	Form of New Office Lease Agreement, Commencing February 1, 2013	(14)
(10)(15)	Allonge No. 8 dated April 11, 2013 to Secured Note Issued February 22, 2013	(18)
(10)(16)	Form of Exchange Agreement (Surrendered Notes) February 21, 2013	(18)
(10)(17)	Form of Exchange Agreement (Surrendered Warrants) February 21, 2013	(18)
(10)(18)	Form of Consolidated Note at February 21, 2013	(18)
(10)(19)	Convertible Note for Services Provided at February 21, 2013	(18)
(10)(20)	Promissory Note March 1, 2013	(18)
(10)(21)	Promissory Note April 1, 2013	(18)
(10)(22)	Submission of Matters to a Vote of Security Holders on April 30, 2013 that
	Approved the Amendment of the Company’s Certificate of Incorporation to
	Effect a Reverse Stock Split of a ratio of One-For-500 Subject to Regulatory
	Approval (to be effective July 1, 2013)	(17)

(10)(11)	Notice of Waiver of Certain Conditions effective February 15, 2008	(1)
(10)(12)	Notice of Waiver effective February 15, 2008	(1)
(10)(13)	Notice of Waiver of Conditions effective April 8, 2008	(1)
(10)(14)	Modification and Waiver Agreement dated June 30, 2008	(11)
(10)(15)	Asset Purchase Agreement and Secured Convertible Promissory Note August 2008	(11)
(10)(16)	Sublicense Agreement, Termination Agreement, Promissory Note with Nutraceutical Discoveries, Inc. - August, 2008 and February, 2010	(11)
(10)(17)	Form of Modification Waiver and Consent Agreement, September 2008	(3)
(10)(18)	Subscription Agreement Securities September 2008	(11)
(10)(19)	Funds Escrow Agreement September 2008-Exhibit C in Exhibit (10)(19)-(c)	(11)
(10)(20)	Form of Note September 2008-Exibit A in Exhibit A in Exhibit (10)(19)-(c)	(3)
(10)(21)	Form of Class A and B Warrant- September 2008 - Exhibit B in Exhibit (10)(19)-(c)	(3)
(10)(22)	Manufacturing Agreement dated December 16, 2008 with O-AT-KA Milk Products Cooperative, Inc.	(4)
(10)(23)	Form of Note and Warrant and Modification, Waiver and Consent Agreement December 2008	(11)
(10)(24)	Subscription Agreement, Form of Note and Warrant, Funds Escrow Agreement, Form of Legal Opinion and Second Modification Waiver and Consent Agreement , January 2009 (d)	(11)
(10)(25)	Amendment, Waiver and Consent Agreement Form of Allonge No. 1 to January 09 Notes, Form of Warrant February 2009	(11)
(10)(26)	Subscription Agreement, Funds Escrow Agreement, Form of Note and Warrant and Legal Opinion, March 2009	(11)
(10)(27)	Third Modification, Waiver and Consent Agreement, Form of Allonge No. 1 to March 09 Notes, Form of Warrant July 2009	(11)
(10)(28)	Form of Note, November 2009	(11)
(10)(29)	Modification and Amendment Letters, Form of Warrant January 2010	(11)
(10)(30)	2010 Stock Compensation and Incentive Plan	(7)
(10)(31)	Warrant and Allonge to March 2009 Note dated May 13, 2010	(15)
(10)(32)	Promissory Note, dated June 17, 2010	(15)
(10)(33)	Warrants to extend short-term bridge loan June 30, 2010	(15)
(10)(34)	Subscription Agreement dated July 15, 2010 ((Exhibits A-B (Form of Note and Warrant) filed with Form 8-K dated July 21, 2010, Exhibit C (Escrow Agreement) filed as Exhibit 10.38 to Form 10-Q as amended for quarter ended September 30, 2010 filed June 1, 2011))	(14)
(10)(35)	Form of Convertible Promissory Note dated July 15, 2010	(10)
(10)(36)	Form of Class A Warrant dated July 15, 2010	(10)
(10)(37)	First Amendment and Consent Agreement dated July 15, 2010	(10)
(10)(38)	Escrow Agreement dated July 15, 2010	(14)
(10)(39)	Placement Agent Agreement for July 2010 financing	(14)
(10)(40)	Promissory Note dated December 21, 2010	(15)
(10)(41)	Placement Agent Agreement dated December 21, 2010 for January 2011 Financing	(15)
(10)(42)	Form of Bridge Loan Extension Letter and Form of Warrant dated January 11, 2011	(12)
(10)(43)	Subscription Agreement dated January 21, 2011 to include cap table, all exhibits (forms of note and warrant, escrow agreement, forms of legal opinions and lockup agreements) and other schedules	(16)
(10)(44)	Second Amendment and Consent Agreement dated January 21, 2011	(16)
(10)(45)	Form of Note with previous Landlord dated January 26, 2011	(12)

(10)(23)	Promissory Note May 1, 2013	(18)
(10)(24)	Promissory Note June 1, 2013	(18)
(10)(25)	Allonge No. 9 dated June 5, 2013 to Secured Note Issued February 22, 2013	(18)
(10)(26)	Assignment and Escrow Agreement June 5, 2013	(18)
(10)(27)	Promissory Note June 7, 2013	(18)
(10)(28)	Allonge No. 10 dated June 21, 2013 to Secured Note Issued February 22, 2013	(18)
(10)(29)	Promissory Note July 1, 2013	(18)
(10)(30)	Debt amendments for extension of maturity dates to December 31, 2014	(18)
(10)(31)	Allonge No. 11 dated July 23, 2013 to Secured Note Issued February 22, 2013	(19)
(10)(32)	Promissory Note August 1, 2013	(19)
(10)(33)	Allonge No. 12 dated August 8, 2013 to Secured Note Issued February 22, 2013	(19)
(10)(34)	Promissory Note September 1, 2013	(20)
(10)(35)	Form of Approval of Grant of Stock Options at September 13, 2013	(20)
(10)(36)	Allonge No. 13 dated September 18, 2013 to Secured Note Issued February 22, 2013	(20)
(10)(37)	Promissory Note October 1, 2013	(20)
(10)(38)	Allonge No. 14 dated October 28, 2013 to Secured Note Issued February 22, 2013	(20)
(10)(39)	Promissory Note November 1, 2013	(20)
(10)(40)	Allonge No. 15 dated November 15, 2013 to Secured Note Issued February 22, 2013	(20)
(10)(41)	Promissory Note December 1, 2013	(20)
(10)(42)	Form of Promissory Notes between December 23 and 24, 2013	(20)
(10)(43)	Promissory Note January 1, 2014	(20)
(10)(44)	Promissory Note February 1, 2014	(20)
(10)(45)	Allonge No. 16 dated February 11, 2014 to Secured Note Issued February 22, 2013	(20)
(10)(46)	Promissory Note March 1, 2014	(20)
(10)(47)	Form of Promissory Note March 24, 2014	(21)
(10)(48)	Promissory Note April 1, 2014	(23)
(10)(49)	Promissory Note April 30, 2014	(23)
(10)(50)	Promissory Note May 1, 2014	(23)
(10)(51)	Allonge No. 17 dated May 2, 2014 to Secured Note Issued February 22, 2013	(23)
(10)(52)	Convertible Note dated May 13, 2014 issued to LG Capital Funding LLC	(23)
(10)(53)	Promissory Note June 1, 2014	(23)
(10)(54)	Form of Promissory Note dated June 11, 2014 - four investors	(23)
(10)(55)	Promissory Note July 1, 2014	(23)
(10)(56)	Allonge No. 18 dated July 11, 2014 to Secured Note Issued February 22, 2013	(23)
(10)(57)	Promissory Note July 31, 2014	(23)
(10)(58)	Promissory Note August 1, 2014	(23)
(10)(59)	Promissory Note August 21, 2014	(23)
(10)(60)	Promissory Note August 29, 2014	(23)
(10)(61)	Promissory Note September 1, 2014	(23)
(10)(62)	Promissory Note September 17. 2014	(23)
(10)(63)	Form of Promissory Note September 30. 2014 - two investors	(23)
(10)(64)	Promissory Note October 1, 2014	(23)
(10)(65)	Promissory Note November 1, 2014	(23)
(10)(66)	Promissory Note November 19, 2014	(23)
(10)(67)	Promissory Note December 1, 2014	(23)
(10)(68)	Certificate of Incorporation Attitude Beer Holding Co. December 1, 2014	(28)
(10)(69)	Class A Common Stock Purchase Warrant-Attitude Drinks Incorporated	(22)
(10)(70)	Form of Convertible Note	(22)

(10)(46)	Subscription Agreement dated February 1, 2011 to include cap table, all exhibits (forms of note and warrant), escrow agreement, forms of legal opinion and lockup agreements) and other schedules	(16)
(10)(47)	Placement Agent Agreement dated March 8, 2011	(13)
(10)(48)	Subscription Agreement dated March 17, 2011 to include cap table, all exhibits (forms of note and warrant), escrow agreement, forms of legal opinion and lockup agreements) and other schedules	(16)
(10)(49)	Third Amendment and Consent Agreement dated March 17, 2011	(16)
(10)(50)	Form of Promissory Note dated June 3, 2011	(18)
(10)(51)	Form of Promissory Note dated June 30, 2011	(18)
(10)(52)	Placement Agent Agreement dated June 22, 2011	(17)
(10)(53)	Form of Debt Exchange Agreement dated June 30, 2011	(18)
(10)(54)	Subscription Agreement dated July 15, 2011 to include cap table, all exhibits (forms of note and warrant, escrow agreement, forms of legal opinion) and other schedules	(17)
(10)(55)	Form of Promissory Note dated October 7, 2011 (Alpha)	(19)
(10)(56)	Form of Promissory Note dated October 7, 2011 (Centaurian)	(19)
(10)(57)	Form of Promissory Note with conversion rights November 3, 2011	(19)
(10)(58)	Form of Promissory Note dated December 1, 2011 (Centaurian)	(20)
(10)(59)	Form of Promissory Note dated December 1, 2011 (Alpha)	(20)
(10)(60)	Form of Note dated December 28, 2011 (Alpha)	(20)
(10)(61)	Cause Marketing Endorsement Partnership Agreement dated October 13, 2011	(20)
(10)(62)	Commission Agreement dated June 29, 2011	(20)
(10)(63)	Form of Approval of Grant of Stock Options at December 21, 2011	(20)
(10)(64)	Subscription Agreement dated February 22, 2012 to include cap table, all exhibits (forms of note and warrant, escrow agreement, forms of legal Opinion) and other schedules	(21)
(10)(65)	Fifth Amendment and Consent Agreement dated February 22, 2012	(21)
(10)(66)	Placement Agent Agreement dated February 6, 2012	(21)
(10)(67)	Extension Agreement and Form of Note dated March 31, 2012	(22)
(10)(68)	Certificate of Amendment to the Certificate of Incorporation May 1, 2012	(23)
(10)(69)	Promissory Notes June, 2012	(23)
(10)(70)	First Amendment to Lease Agreement May 31, 2012	(24)
(10)(71)	Equity Financing and Debt Retirement Agreement dated July 19, 2012	(24)
(10)(72)	Form of Assignment and Escrow Agreement dated August 15, 2012	(24)
(10)(73)	Allonge No. 1 to Secured Note Issued March, 2009	(24)
(10)(74)	Copy of Form of Note Referenced as Exhibit A in the above Form of Assignment and Escrow Agreement dated August 15, 2012 ((see exhibit (10)(72))	(25)
(10)(75)	Form of Convertible Promissory Note for $125,000 dated August 31, 2012	(25)
(10)(76)	Form of Registration Rights Agreement dated August 31, 2012	(29)
(10)(77)	Form of Convertible Promissory Note for $75,000 dated September 26, 2012	(25)
(10)(78)	Extension Agreement Dated September 30, 2012	(25)
(10)(79)	Securities Transfer Agreement dated October 12, 2012	(25)
(10)(80)	Allonge No. 2 dated October 18, 2012 to Secured Note Issued March, 2009	(25)
(10)(81)	Assignment and Escrow Agreement dated October 26, 2012	(25)
(10)(82)	Promissory Note November 1, 2012	(25)
(10)(83)	Allonge No. 3 dated November 9, 2012 to Secured Note Issued March, 2009	(25)
(10)(84)	Assignment and Escrow Agreement dated November 28, 2012	(29)
(10)(85)	Promissory Note December 1, 2012	(32)

(10)(71)	Non-Circumvention-No-Shop Agreement	(22)
(10)(72)	Confidentiality, Non-solicitation and Noncompetition Agreement	(22)
(10)(73)	West Hartford WOB, LLC Amended & Restated Operating Agreement	(22)
(10)(74)	Joint Venture Agreement	(22)
(10)(75)	Form of Secured Convertible Note-Attitude Beer Holding Co.	(22)
(10)(76)	ABH Notes and Warrants Face Pages December 24, 2014	(28)
(10)(77)	Escrow Agreement	(22)
(10)(78)	Form of Class A Common Stock Purchase Warrant-Attitude Beer Holding Co.	(22)
(10)(79)	Guaranty	(22)
(10)(80)	Form of Security Agreement	(22)
(10)(81)	Securities Purchase Agreement	(22)
(10)(82)	Promissory Note dated December 19, 2014	(23)
(10)(83)	Convertible Note dated December 19, 2014	(23)
(10)(84)	Lease Agreement West Hartford, Connecticut	(28)
(10)(85)	Promissory Note January 1, 2015	(23)
(10)(86)	Form of Convertible Note January 14, 2015	(23)
(10)(87)	Form of Convertible Note and Class A Purchase Warrant dated January 23, 2015	(23)
(10)(88)	ABH Notes and Warrants Face Pages January 23, 2015	(28)
(10)(89)	Promissory Note dated February 1, 2015	(23)
(10)(90)	ABH Notes and Warrants Face Pages February 24, 2015	(28)
(10)(91)	Promissory Note dated March 1, 2015	(25)
(10)(92)	Promissory Note dated March 5, 2015	(25)
(10)(93)	Promissory Note dated March 13,2015	(25)
(10)(94)	Promissory Note dated March 19, 2015	(25)
(10)(95)	ABH Notes and Warrants Face Pages March 24, 2015	(28)
(10)(96)	Promissory Note dated March 26, 2015	(25)
(10)(97)	Promissory Note dated April 1, 2015	(25)
(10)(98)	Promissory Note dated April 3, 2015	(25)
(10)(99)	Promissory Note dated April 17, 2015	(25)
(10)(100)	Certificate of Designations of Series B Convertible Preferred Stock of Harrison	(24)
	Vickers and Waterman Inc. as Exhibit 4.1 to the Company’s Form 8-K filed on
	April 27, 2015
(10)(101)	Warrant issued to Attitude Drinks Incorporated as Exhibit 4.2 to the	(24)
	Company’s Form 8-K filed on April 27,2015
(10)(102)	Secured Convertible Note due 2017 issued to Alpha Capital Anstalt as Exhibit 4.3	(24)
	to the Company’s Form 8-K filed on April 27,2015
(10)(103)	Secured Convertible Note due 2017 issued to Tarpon Bay Partners LLC as Exhibit 4.4	(24)
	to the Company’s Form 8-K filed on April 27, 2015
(10)(104)	Additional Investment Right issued to Alpha Capital Anstalt as Exhibit 4.5	(24)
	to the Company’s Form 8-K filed on April 27,2015
(10)(105)	Additional Investment Right issued to Tarpon Bay Partners LLC as Exhibit 4.6	(24)
	to the Company’s Form 8-K filed on April 27,2015
(10)(106)	Asset Purchase Agreement dated as of April 21, 2015 by and between Harrison	(24)
	Vickers and Waterman Inc., Attitude Drinks Incorporated, Alpha Capital Anstalt and
	Tarpon Bay Partners LLC as Exhibit 10.1 to the Company’s From 8-K filed on
	April 27, 2015.

(10)(86)	Assignment and Escrow Agreement dated December 13, 2012	(29)
(10)(87)	Promissory Note January 1, 2013	(32)
(10)(88)	Assignment and Escrow Agreement dated January 8, 2013	(32)
(10)(89)	Amendment to the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock January 9, 2013	(29)
(10)(90)	Submission of Matters to a Vote of Security Holders to Approve Increase in Authorized Shares for Common Stock to Twenty Billion Shares and to Decrease Par Value of Common Stock and Preferred Stock from $.001 to $.00001 plus Ratification of the 2013 Equity Incentive Plan-January 29, 2013	(28)
(10)(91)	Certificate of Amendment of Certificate of Incorporation January 30, 2013	(29)
(10)(92)	Promissory Note February 1, 2013	(32)
(10)(93)	Form of New Office Lease Agreement, Commencing February 1, 2013	(28)
(10)(94)	Allonge No. 4 dated December 6, 2012 to Secured Note Issued March, 2009	(29)
(10)(95)	Allonge No. 5 dated December 13, 2012 to Secured Note Issued March, 2009	(29)
(10)(96)	Allonge No. 6 dated January 14, 2013 to Secured Note Issued March, 2009	(29)
(10)(97)	Allonge No. 7 dated February 15, 2013 to Secured Note Issued March, 2009	(29)
(10)(98)	Allonge No. 8 dated April 11, 2013 to Secured Note Issued February 22, 2013	(32)
(10)(99)	Form of Exchange Agreement (Surrendered Notes) February 21, 2013	(32)
(10)(100)	Form of Exchange Agreement (Surrendered Warrants) February 21, 2013	(32)
(10)(101)	Form of Consolidated Note at February 21, 2013	(32)
(10)(102)	Convertible Note for Services Provided at February 21, 2013	(32)
(10)(103)	Promissory Note March 1, 2013	(32)
(10)(104)	Promissory Note April 1, 2013	(32)
(10)(105)	Assignment and Escrow Agreement April 9, 2013	(32)
(10)(106)	Reserved for possible future use (no document filed)
(10)(107)	Submission of Matters to a Vote of Security Holders on April 30, 2013 that Approved the Amendment of the Company's Certificate of Incorporation to Effect a Reverse Stock Split of a ratio of One-For-500 Subject to Regulatory Approval (to be effective July 1, 2013)	(31)
(10)(108)	Promissory Note May 1, 2013	(32)
(10)(109)	Promissory Note June 1, 2013	(32)
(10)(110)	Allonge No. 9 dated June 5, 2013 to Secured Note Issued February 22, 2013	(32)
(10)(111)	Assignment and Escrow Agreement June 5, 2013	(32)
(10)(112)	Promissory Note June 7, 2013	(32)
(10)(113)	Allonge No. 10 dated June 21, 2013 to Secured Note Issued February 22, 2013	(32)
(10)(114)	Promissory Note July 1, 2013	(32)
(10)(115)	Debt amendments for extension of maturity dates to December 31, 2014	(32)
(10)(116)	Allonge No. 11 dated July 23, 2013 to Secured Note Issued February 22, 2013	(33)
(10)(117)	Promissory Note August 1, 2013	(33)
(10)(118)	Allonge No. 12 dated August 8, 2013 to Secured Note Issued February 22, 2013	(33)
(10)(119)	Promissory Note September 1, 2013	(34)
(10)(120)	Form of Approval of Grant of Stock Options at September 13, 2013	(34)
(10)(121)	Allonge No. 13 dated September 18, 2013 to Secured Note Issued February 22, 2013	(34)
(10)(122)	Promissory Note October 1, 2013	(34)
(10)(123)	Allonge No. 14 dated October 28, 2013 to Secured Note Issued February 22, 2013	(34)
(10)(124)	Promissory Note November 1, 2013	(34)
(10)(125)	Allonge No. 15 dated November 15, 2013 to Secured Note Issued February 22, 2013	(34)
(10)(126)	Promissory Note December 1, 2013	(34)
(10)(127)	Form of Promissory Notes between December 23 and 24, 2013	(34)

(10)(107)	Pledge Agreement dated as of April 21, 2015 by and between Attitude Drinks Incorporated	(24)
	and Tarpon Bay Partners LLC as collateral agent on behalf of Alpha Capital Anstalt
	and Tarpon Bay Partners LLC as exhibit 10.2 to the Company’s Form 8-K filed on
	April 27, 2015.
(10)(108)	Security Agreement dated as of April 21, 2015 among Harrison Vickers and Waterman	(24)
	Inc., each subsidiary of Harrison Vickers and Waterman Inc. and Tarpon Bay Partners
	LLC as collateral agent as Exhibit 10.3 to the Company’s Form 8-K on April 27, 2015
(10)(109)	Guaranty dated as of April 21, 2015 entered into by Attitude Beer Holding Co. for the	(24)
	benefit of Alpha Capital Anstalt and Tarpon Bay Partners LLC as Exhibit 10.4 to the
	Company’s Form 8-K filed on April 27,2015
(10)(110)	Guaranty dated as of April 21, 2015 entered into by Attitude Drinks Incorporated for the	(24)
	benefit of Alpha Capital Anstalt and Tarpon Bay Partners LLC as Exhibit 10.5 to the
	Company’s Form 8-K filed on April 27,2015
(10)(111)	Exchange Agreement dated as of April 21, 2015 by and among Attitude Beer Holding	(24)
	Co., Attitude Drinks Incorporated, Alpha Capital Anstalt and Tarpon Bay Partners
	as exhibit 10.6 to the Company’s Form 8-K filed on April 27, 2015
(10)(112)	Purchase Agreement dated as of April 21, 2015 between HVW Holdings LLC and	(24)
	Attitude Drinks Incorporated as exhibit 10.7 to the Company’s Form 8-K on April
	27, 2015
(10)(113)	A Warrant issued to Alpha Capital Anstalt as exhibit 99.1 to the Company’s Form	(24)
	8-K on April 27, 2015
(10)(114)	Series A Warrant issued to Tarpon Bay Partners LLC as exhibit 99.2 to the Company’s	(24)
	Form 8-K on April 27, 2015
(10)(115)	Purchase Agreement dated as of April 21, 2015 between HVW Holdings LLC and	(24)
	Alpha Capital Anstalt as exhibit 99.3 to the Company’s Form 8-K on April 27, 2015
(10)(116)	Promissory Note dated April 24, 2015	(25)
(10)(117)	Promissory Note dated May 1, 2015	(25)
(10)(118)	Promissory Note dated May 1, 2015	(25)
(10)(119)	Promissory Note dated May 1, 2015	(25)
(10)(120)	Promissory Note dated May 15, 2015	(25)
(10)(121)	Promissory Note dated June 1, 2015	(26)
(10)(122)	Promissory Note dated May 22, 2015		X
(10)(123)	Promissory Note dated May 29, 2015		X
(10)(124)	Operating Agreement with Milford Craft, LLC May 29, 2015		X
(10)(125)	Promissory Note dated July 1, 2015		X
(10)(126)	Convertible Note for Harrison, Vickers and Waterman dated July 29, 2015		X
(10)(127)	Class A Common Stock Purchase Warrant for Harrison Vickers and Waterman 7/29/15		X
(10)(128)	2015 Stock Incentive Plan August 12, 2015 Attitude Drinks Incorporated	(29)
(10)(129)	Corrected Restated Certificate of Incorporation July 31, 2015	(30)
(10)(130)	Certificate of Amendment to the Certificate of Designations, Powers, Preferences and	(30)
	Rights of Series A Convertible Preferred Stock August 7, 2015
(10)(131)	Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock August 7, 2015	(30)
(10)(132)	Promissory Note dated August 1, 2015		X
(10)(133)	Form of Promissory Notes Warrant August 18, 2015	(31)
(10)(134)	Form of Promissory Notes Additional Investment Right August 18, 2015	(31)
(10)(135)	Form of Accrued Salary Warrant August 18, 2015	(31)
(10)(136)	Form of Accrued Salary Additional Investment Right August 18, 2015	(31)
(10)(137)	Form of Promissory Notes Exchange Agreement August 18, 2015	(31)

(10)(128)	Promissory Note January 1, 2014	(34)
(10)(129)	Promissory Note February 1, 2014	(34)
(10)(130)	Allonge No. 16 dated February 11, 2014 to Secured Note Issued February 22, 2013	(34)
(10)(131)	Promissory Note March 1, 2014	(34)
(10)(132)	Form of Promissory Note March 24, 2014	(35)
(10)(133)	Promissory Note April 1, 2014		X
(10)(134)	Promissory Note April 30, 2014		X
(10)(135)	Promissory Note May 1, 2014		X
(10)(136)	Allonge No. 17 dated May 2, 2014 to Secured Note Issued February 22, 2013		X
(10)(137)	Convertible Note dated May 13, 2014 issued to LG Capital Funding LLC		X
(10)(138)	Promissory Note June 1, 2014		X
(10)(139)	Form of Promissory Note dated June 11, 2014 - four investors		X
(10)(140)	Promissory Note July 1, 2014		X
(10)(141)	Allonge No. 18 dated July 11, 2014 to Secured Note Issued February 22, 2013		X
(10)(142)	Promissory Note July 31, 2014		X
(10)(143)	Promissory Note August 1, 2014		X
(10)(144)	Promissory Note August 21, 2014		X
(10)(145)	Promissory Note August 29, 2014		X
(10)(146)	Promissory Note September 1, 2014		X
(10)(147)	Promissory Note September 17. 2014		X
(10)(148)	Form of Promissory Note September 30. 2014 - two investors		X
(10)(149)	Promissory Note October 1, 2014		X
(10)(150)	Promissory Note November 1, 2014		X
(10)(151)	Promissory Note November 19, 2014		X
(10)(152)	Promissory Note December 1, 2014		X
(10)(153)	Class A Common Stock Purchase Warrant-Attitude Drinks Incorporated	(36)
(10)(154)	Form of Convertible Note	(36)
(10)(155)	Non-Circumvention-No-Shop Agreement	(36)
(10)(156)	Confidentiality, Non-solicitation and Noncompetition Agreement	(36)
(10)(157)	West Hartford WOB, LLC Amended & Restated Operating Agreement	(36)
(10)(158)	Joint Venture Agreement	(36)
(10)(159)	Form of Secured Convertible Note-Attitude Beer Holding Co.	(36)
(10)(160)	Escrow Agreement	(36)
(10)(161)	Form of Class A Common Stock Purchase Warrant-Attitude Beer Holding Co.	(36)
(10)(162)	Guaranty	(36)
(10)(163)	Form of Security Agreement	(36)
(10)(164)	Securities Purchase Agreement	(36)
(10)(165)	Promissory Note dated December 19, 2014		X
(10)(166)	Convertible Note dated December 19, 2014		x
(10)(167)	Promissory Note January 1, 2015		x
(10)(168)	Form of Convertible Note January 14, 2015		x
(10)(169)	Form of Convertible Note and Class A Purchase Warrant dated January 23, 2015		x
(10)(170)	Promissory Note dated February 1, 2015		X
(14)	Code of Ethics	**

(10)(138)	Form of Accrued Salary Exchange Agreement August 18, 2015	(31)
(10)(139)	Promissory Note dated September 1, 2015		X
(10)(140)	Approval to file Amendment of Articles of Incorporation for Harrison, Vickers	(32)
	and Waterman Inc. to increase authorized shares of common stock from
	2,000,000,000 to 7,500,000,000
(10)(141)	Approval to file Amendment of Articles of Incorporation for Harrison, Vickers	(32)
	and Waterman, Inc. to change the name to Attitude Beer, Inc.
(10)(142)	Approval to adopt the 2015 Stock Incentive Plan of Harrison, Vickers and Waterman Inc.	(32)
(14)	Code of Ethics	*
(21)	Subsidiaries of Registrant		X
(31)(i)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14 (a),
	as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
(31)(ii)	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14 (a),
	as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
(32)(1)	Certification of Chief Executive Officer and Chief Financial Officer pursuant
	to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
	of the Sarbanes-Oxley Act of 2002		X
101.INS	XBRL Instance Document		X
101.SCH	XBRL Taxonomy Extension Schema Document		X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document		X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document		X
101.LAB	XBRL Taxonomy Extension Label Linkbase		X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase		X

* previously filed with the Commission on August 14, 2009 as an exhibit to Form 10K (SEC Accession Number 0001213900-09-002104)

(1) previously filed with the Commission on April 11, 2008 as an exhibit to Form S-1/A (SEC Accession Number 0001144204-08-021783)
(2) previously filed with the Commission on March 5, 2009 as Exhibit 10.18 to Form 10-Q (SEC Accession Number 0001213900-09-0005)
(3) previously filed with the Commission on November 23, 2009 as Exhibit 4.6 to Form 10-Q (SEC Accession No. 0001213900-09-003372)
(4) previously filed with the Commission on May 25, 2010 as Exhibit 10.1 to Form S-8 (SEC Accession No. 0001213900-10-002206)
(5) previously filed with the Commission on July 14, 2010 as Exhibit 3(1)(ii) to Form 10-K (SEC Accession No. 0001213900-10-002857)
(6) previously filed with the Commission on July 7, 2010 as Exhibit 3.1 to Form 8-K (SEC Accession No. 0001213900-10-002769)
(7) previously filed with the Commission on April 21, 2011 as an exhibit to Form 10-K/A (SEC Accession No. 0001213900-11-002129)
(8) previously filed with the Commission on May 9, 2011 as an exhibit to Form 8-K/A (SEC Accession No. 0001213900-11-002409)
(9) previously filed with the Commission on November 21, 2011 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-11-006291)
(10) previously filed with the Commission on February 21, 2012 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-12-000838)
(11) previously filed with the Commission on July 13, 2012 as an exhibit to Form 10-K (SEC Accession No. 0001213900-12-003795)
(12 previously filed with the Commission on January 10, 2013 as an exhibit to Form 8-K (SEC Accession No. 0001213900-13-000118)
(13) previously filed with the Commission on January 28, 2013 as Appendix A to Definitive 14C (SEC Accession No. 0001213900-13-000370)
(14) previously filed with the Commission on January 30, 2013 as an item to Form 8-K (SEC Accession No. 0001213900-13-000407)
(15) previously filed with the Commission on February 19, 2013 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-13-000797)
(16) previously filed with the Commission on May 14, 2013 as Appendix A Definitive 14C (SEC Accession No. 0001213900-13-002476)

(21)	Subsidiaries of Registrant	*
(31)(i)	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
(31)(ii)	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
(32)(1)	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

*(17) previously filed with the Commission on July 1, 2013 as a Form 8-K (SEC Accession No. 0001213900-13-003367) (18) previously filed with the Commission on July 15, 2013 as an exhibit to Form 10-K (SEC Accession No. 0001213900-13-0003610) (19) previously filed with the Commission on August 19, 2013 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-13-004654) (20) previously filed with the Commission on March 19, 2014 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-14-001532) (21) previously filed with the Commission on April 15, 2014 as an exhibit to From 10-Q (SEC Accession No. 0001213900-14-002397) (22) previously filed with the Commission on December 31, 2014 as a Form 8-K (SEC Accession No. 0001144204-14-076573) (23) previously filed with the Commission on February 13,2015 ~~2007~~as a Form 10-K (SEC Accession No. 0001144204-15-009097) (24) previously filed with the Commission on April 27, 2015 as a Form 8-K (SEC Accession No. 0001144204-15-025275) (25) previously filed with the Commission on May 18, 2015 as an exhibit to Form SB10-2Q (SEC Accession ~~Number~~No. 0001144204-0715-~~067319~~031872) (26) previously filed with the Commission on June 12, 2015 as an exhibit to Form 10-Q (SEC Accession No. 0001144204-15-036831) (27) intentionally left blank (28) previously filed with the Commissi8on on July 1, 2015 as an exhibit to Form 10-Q (SEC Accession No. 0001615774-15-001667) (29) previously filed with the Commission on June 25, 2015 to Form DEF 14C (SEC Accession No. 0001615774-15-001595) (30) previously filed with the Commission on August 12, 2015 as an exhibit to Form 8-K (SEC Accession No. 0001615774-15-002174) (31) previously filed with the Commission on August 18, 2015 as an exhibit to Form 8-K (SEC Accession No. 0001615774-15-002293) (32) previously filed with the Commission on August 18, 2015 under Harrison, Vickers and Waterman Inc. to Form DEF 14C (SEC Accession No. 0001615774-15-002284)

** previously filed with the Commission on August 14, 2009 as an exhibit to Form 10-K (SEC Accession Number 0001213900-09-002104)

(1) previously filed with the Commission on April 11, 2008 as an exhibit to Form S-1/A (SEC Accession Number 0001144204-08-021783)

(2) previously filed with the Commission on February 14, 2008 as Exhibit 10.3 to Form 10-Q (SEC Accession Number 0001144204-08-008934)

(3) previously filed with the Commission on November 19, 2008 as an exhibit to Form 10-Q (SEC Accession Number 0001144204-08-0063995)

(4) previously filed with the Commission on March 5, 2009 as Exhibit 10.18 to Form 10-Q (SEC Accession Number 0001213900-09-0005)

(5) previously filed with the Commission on November 23, 2009 as Exhibit 4.6 to Form 10-Q (SEC Accession No. 0001213900-09-003372)

(6) previously filed with the Commission on August 14, 2009 as Exhibit 14.1 to Form 10-K (SEC Accession No. 0001213900-09-002104)

(7) previously filed with the Commission on May 25, 2010 as Exhibit 10.1 to Form S-8 (SEC Accession No. 0001213900-10-002206)

(8) previously filed with the Commission on July 14, 2010 as Exhibit 3(1)(ii) to Form 10-K (SEC Accession No. 0001213900-10-002857)

(9) previously filed with the Commission on July 7, 2010 as Exhibit 3.1 to Form 8-K (SEC Accession No. 0001213900-10-002769)

(10) previously filed with the Commission on July 21, 2010 as an exhibit to the Company's Form 8-K (SEC Accession No. 0001213900-10-002955)

(11) previously filed with the Commission on April 21, 2011 as an exhibit to Form 10-K/A (SEC Accession No. 0001213900-11-002129)

(12) previously filed with the Commission on May 9, 2011 as an exhibit to Form 8-K/A (SEC Accession No. 0001213900-11-002409)

(13) previously filed with the Commission on May 10, 2011 as an exhibit to Form S-K/A (SEC Accession No. 0001213900-11-002431)

(14) previously filed with the Commission on June 1, 2011 as an exhibit to Form 10-Q/A (SEC Accession No. 0001213900-11-003038)

(15) previously filed with the Commission on July 6, 2011 as an exhibit to Form 10-Q/A (SEC Accession No. 0001213900-11-003542)

(16) previously filed with the Commission on July 14, 2011 as an exhibit to Form 10-K (SEC Accession No. 0001213900-11-003662)

(17) previously filed with the Commission on July 20, 2011 as an exhibit to Form 8-K (SEC Accession No. 0001213900-11-003757)

(18) previously filed with the Commission on August 22, 2011 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-11-004667)

(19) previously filed with the Commission on November 21, 2011 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-11-006291)

(20) previously filed with the Commission on February 21, 2012 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-12-000838)

(21) previously filed with the Commission on February 24, 2012 as an exhibit to Form 8-K (SEC Accession No. 0001213900-12-000890)

(22) previously filed with the Commission on April 5, 2012 as an exhibit to Form 8-K (SEC Accession No. 0001213900-12-001638)

(23) previously filed with the Commission on July 13, 2012 as an exhibit to Form 10-K (SEC Accession No. 0001213900-12-003795)

(24) previously filed with the Commission on August 28, 2012 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-12-004963)

(25) previously filed with the Commission on November 19, 2012 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-12-006345)

(26) previously filed with the Commission on January 10, 2013 as an exhibit to Form 8-K (SEC Accession No. 0001213900-13-000118)

(27) previously filed with the Commission on January 28, 2013 as Appendix A to Definitive 14C (SEC Accession No. 0001213900-13-000370)

(28) previously filed with the Commission on January 30, 2013 as an item to Form 8-K (SEC Accession No. 0001213900-13-000407)

(29) previously filed with the Commission on February 19, 2013 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-13-000797)

(30) previously filed with the Commission on May 14, 2013 as Appendix A Definitive 14C (SEC Accession No. 0001213900-13-002476)

(31) previously filed with the Commission on July 1, 2013 as a Form 8-K (SEC Accession No. 0001213900-13-003367)

(32) previously filed with the Commission on July 15, 2013 as an exhibit to Form 10-K (SEC Accession No. 0001213900-13-0003610)

(33) previously filed with the Commission on August 19, 2013 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-13-004654)

(34) previously filed with the Commission on March 19, 2014 as an exhibit to Form 10-Q (SEC Accession No. 0001213900-14-001532)

(35) previously filed with the Commission on April 15, 2014 as an exhibit to From 10-Q (SEC Accession No. 0001213900-14-002397)

(36) previously filed with the Commission on December 31, 2014 as a Form 8-K (SEC Accession No. 0001144204-14-076573)

(a) This exhibit is referenced in the October 23, 2007 Subscription Agreement.

(b) This exhibit is referenced in the January 8, 2008 Subscription Agreement.

(d) Schedule 9(s) for Lockup Agreement Providers, referenced in the exhibit index to the Subscription Agreement, was not included in this Subscription Agreement because this schedule was not assembled or produced although Exhibit E, Form of Lock Up Agreement, was included in the Subscription Agreement.

3. Financial Statement Schedules

Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.

SIGNATURES

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

ATTITUDE DRINKS INCORPORATED

ATTITUDE DRINKS INCORPORATED (Registrant)
	ATTITUDE DRINKS INCORPORATED

Date: September 28, 2015	By:	/s/ Roy G. Warren
		Roy G. Warren
		President and Chief Executive Officer

(Registrant)

	ATTITUDE DRINKS INCORPORATED
Date: February 13, 2015	By:	/s/ Roy G. Warren
		Roy G. Warren
		President and 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,

Signature Title /s/ Roy G. Warren President and Chief Executive Officer Roy G. Warren Name /s/ Tommy E. Kee ~~Tommy E. Kee~~ Chief Financial Officer and Principal Tommy E. Kee Accounting Officer Name

/s/ H. John Buckman Director H. John Buckman Name /s/ Mike Edwards Director Mike Edwards ~~Director~~ Name

3954

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm – John Scrudato CPAs.	F-2
Report of Independent Registered Public Accounting Firm – Thomas Howell Ferguson P.A.	F-3
Consolidated Balance Sheets	F-3
Consolidated Balance Sheets	F-4
Consolidated Statement of Operations	F-4
Consolidated Statement of Operations	F-5
Consolidated Statement of Stockholders’ Deficit	F-5
Consolidated Statement of Stockholders’ Deficit	F-6
Consolidated Statement of Cash Flows	F-6
Consolidated Statement of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 to F-37
Notes to Consolidated Financial Statements	F-9 to F-35

F-1

Scrudato & Co., PA
CERTIFIED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Attitude Drinks Incorporated

We have audited the accompanying consolidated balance sheet of Attitude Drinks Incorporated as of March 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the ~~year~~years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial ~~statements~~ statements referred to above present fairly, in all material respects, the consolidated financial position of Attitude Drinks Incorporated at March 31, 2015 and 2014, and the consolidated results of their operations and their cash flows for the ~~year~~years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements ~~have~~ have been prepared assuming that Attitude Drinks Incorporated will continue as a going concern. As more fully described in Note 2, the Company had an accumulated deficit at March 31, ~~2014~~2015, a net loss and net cash used in operating activities for the fiscal ~~year~~ year then ended. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ ~~John~~ Scrudato ~~CPA~~& Co., PA

Califon, New Jersey ~~January~~September 523, 2015

7 Valley View Drive Califon, New Jersey 07830

Registered Public Company Accounting Oversight Board Firm

F-2

~~REPORT~~ATTITUDE DRINKS OFINCORPORATED ~~INDEPENDENT~~AND ~~REGISTERED PUBLIC ACCOUNTING FIRM~~SUBSIDIARIES

The Board of Directors and Stockholders

Attitude Drinks Incorporated and Subsidiary

Palm Beach Gardens, Florida

We have audited the accompanying consolidated balance sheet of Attitude Drinks Incorporated and subsidiary (the Company) as of March 31, 2013, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended March 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Attitude Drinks Incorporated and subsidiary as of March 31, 2013, and the results of their operations and cash flows for the year ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements and discussed in Note 2 of the accompanying financial statements, the Company has incurred significant recurring losses from operations since inception and is dependent on outside sources of financing for continuation of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

/s/Thomas Howell Ferguson P.A.

Tampa, Florida

January 23, 2014

F-3

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

	March 31,2014			March 31, 2013
	March 31, 2015			March 31, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20233,~~615~~591		$	720,~~415~~615
Accounts receivable less allowance for doubtful accounts of $16,007 at March 31, 2013		1,422			27,092
Accounts receivable		4,478			1,422
Inventories less allowance for obsolescence of $44,107 at March 31, 2014		30,090			101,721
Inventories less reserve for abandoned property of $2,339 and allowance for obsolescence of $90,000 at March 31, 2015 and allowance for obsolescence of $44,107 at March 31, 2014		112,797			30,090
Prepaid expenses		21,~~873~~150			252,~~110~~873
TOTAL CURRENT ASSETS		55352,~~000~~016			~~161~~55,~~338~~000
FIXED ASSETS, NET		251,~~491~~013,141			2825,~~858~~491
OTHER ASSETS:
Trademarks, net		4,834			4,786
Capitalized pre-opening costs - World of Beer		204,059			—
Deposits and other		896			5,896
Trademarks, net		4,537			4,834
TOTAL OTHER ASSETS		5,730			10,682
Deposits and other assets		8,145			896
TOTAL ASSETS	$	86,221		$	200,878
TOTAL OTHER ASSETS		216,741			5,730
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
TOTAL ASSETS	$	1,581,898		$	86,221
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	1,~~667~~911,~~615~~005		$	1,~~632~~667,~~378~~615
Accrued liabilities		56,~~733~~757,~~308~~764			5,~~008~~733,~~571~~308
Derivative liabilities		1,~~993~~868,~~393~~857			51,~~232~~993,~~150~~393
Short-term bridge loans payable		115,000			115,000
Convertible notes payable		57,~~891~~195,~~182~~794			~~100~~5,~~000~~891,182
Less: Discount on convertible notes payable		(3196,~~511,738~~499	)		-(3,511,738	)
Non-convertible notes payable		~~411~~625,~~517~~016			~~316~~411,~~012~~517
Loans payable -World of Beer Minority Owners		50,767			—
Loans payable to related parties		21,463			21,463
TOTAL CURRENT LIABILITIES		1218,~~321~~349,~~740~~167			12,~~425~~321,~~574~~740
NON-CURRENT NOTES PAYABLE
LONG TERM LIABILITIES:
Convertble notes payable		100,000			5,310,290
Convertible notes payable		178,500			100,000
Less: Discount on convertible notes payable		-			(4,679,689	)
Minority interest		(3,391	)		—
CONVERTIBLE NOTES PAYABLE - NET OF CURRENT PORTION		100,000			630,601
TOTAL LONG TERM LIABILITES		175,109			100,000
STOCKHOLDERS' (DEFICIT):
STOCKHOLDERS’ (DEFICIT):
Series A and A-1 convertible preferred stock par value $0.00001 per share, 20,000,000 shares authorized, 9,000,051 shares issued and outstanding at March 31, 2014 and March 31, 2013, respectively		90			90
Series A and A-1 convertible preferred stock par value $0.00001 per share, 20,000,000 shares authorized, 9,000,051 shares issued and outstanding at March 31, 2015 and March 31, 2014, respectively		90			90
Common stock, par value $0.00001, 20,000,000,000 shares authorized and 181,714,134 and 18,414,546 shares issued and outstanding at March 31, 2014 and March 31, 2013, respectively		1,817			184
Common stock, par value $0.00001, 20,000,000,000 shares authorized and 1,161,193,362 and 181,714,134 shares issued and outstanding at March 31, 2015 and March 31, 2014, respectively		11,612			1,817
Additional paid-in capital		19,~~416~~830,~~418~~637			1819,~~686~~416,~~258~~418
Deficit accumulated		(3136,~~753~~784,~~844~~717	)		(31,~~541~~753,~~829~~844	)
TOTAL STOCKHOLDERS' (DEFICIT)		(12,335,519	)		(12,855,297	)
TOTAL STOCKHOLDERS’ (DEFICIT)		(16,942,378	)		(12,335,519	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	86,221		$	200,878
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$	1,581,898		$	86,221

See accompanying notes to condensed consolidated financial statements

F-43

ATTITUDE DRINKS INCORPORATED AND ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

	Year			Year
	Ended			Ended
	March 31,			March 31,
	2014			2013
	2015			2014
REVENUES:
Net revenues	$	182,582		$	389,817
Net revenues - World of Beer	$	738,465		$	—
Product and shipping costs		(164,639	)		(355,832	)
Net revenues - Phase III		53,878			182,582
GROSS PROFIT		17,943			33,985
Food and beverage costs - World of Beer		(209,908	)		—
Product and shipping costs		(154,999	)		(164,639	)
GROSS PROFIT		427,436			17,943
OPERATING EXPENSES:
Salaries, taxes and employee benefits		883,306			1,220,287
Total salaries, taxes and employee benefits		911,012			883,306
Marketing and promotion		52,659			205,036
Administrative consulting fees		322,462			312,500
Consulting fees		312,500			202,111
Total general and administrative expenses		351,583			280,935
Professional and legal fees		196,071			247,082
Administrative marketing and promotion expenses		25,555			52,659
Travel and entertainment		30,632			58,198
Administrative professional and legal fees		17,251			196,071
Product development costs		56,~~205~~600			25,~~425~~205
Stock compensation expense		~~26,997~~84			9926,~~504~~997
Other operating expenses		257,990			362,861
Depreciation and amortization		37,154			7,687
Total Operating Expenses		1,~~765~~671,~~360~~701			21,~~397~~765,~~504~~360
LOSS FROM OPERATIONS		(1,~~747~~244,~~417~~265	)		(21,~~363~~747,~~519~~417	)
OTHER INCOME (EXPENSE):
Derivative income (expense)		-			(141,235	)
Interest and other financing costs		(3,759,383	)		1,535,402
Loss on extinguishment of debt		-			(2,838,522	)
Reserve for assets abandonment		(5,629	)		—
Loss on asset abandonment		-			(198	)
Total Other Income (Expense)		(3,765,012	)		1,535,402
Interest and other financing costs		1,535,402			2,318,195
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(5,009,277	)		(212,015	)
Total Other Income (Expense)		1,535,402			(661,760	)
Minority interest		(21,596	)		—
LOSS BEFORE PROVISION FOR INCOME TAXES		(212,015	)		(3,025,279	)
Provision for income taxes		—			—
Provision for income taxes		-			-
NET INCOME (LOSS)	$	(5,030,873	)	$	(212,015	)
NET LOSS	$	(212,015	)	$	(3,025,279	)
Basic income (loss) per common share	$	(0.01	)	$	—
Basic loss per common share	$	-		$	(0.56	)
Diluted income (loss) per common share	$	(0.01	)	$	—
Diluted loss per common share	$	-		$	(0.56	)
Weighted average common shares outstanding - basic		625,605,503			102,827,957
Weighted average common shares outstanding - basic		102,827,957			5,374,096
Weighted average common shares outstanding - diluted		625,605,503			102,827,957
Weighted average common shares outstanding - diluted		102,827,957			5,374,096

See accompanying notes to consolidated financial statements

F-54

ATTITUDE DRINKS INCORPORATED AND ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED MARCH 31, ~~2014~~2015 AND ~~2013~~ 2014

												Additional
	Preferred Stock					Common Stock						Paid In			Accumulated
	Shares		Amount			Shares			Amount			Capital			Deficit			Total
Balance, March 31, 2012		9,000,000	$	9,000			854,047,952		$	854,048		$	13,634,608		$	(28,516,550	)	$	(14,018,894	)
Conversions of debt to common stock		-		-			8,348,275,282			8,348,275			(4,258,399	)		-			4,089,876
Issuance of common stock for services rendered		-		-			4,950,000			4,950			94,050			-			99,000
Issuance of Series A-1 Preferred Stock		51		-			-			-			-			-			-
Reduction of par value to $.00001		-		(8,910	)		-			(9,115,200	)		9,124,110			-			-
Reclass for reverse stock split		-		-			(9,188,858,688	)		(91,889	)		91,889			-			-
Net loss		-		-			-			-			-			(3,025,279	)		(3,025,279	)
Balance, March 31, 2013		9,000,051	$	90			18,414,546		$	184		$	18,686,258		$	(31,541,829	)	$	(12,855,297	)
Conversions of debt to common stock		-		-			163,299,588			1,633			703,163			-—			704,796
Issuance of stock options		-		-			-			-			26,997			-—			26,997
Net loss		-		-			-			-			-			(212,015	)		(212,015	)
Balance, March 31, 2014		9,000,051	$	90			181,714,134		$	1,817		$	19,416,418		$	(31,753,844	)	$	(12,335,519	)
Conversions of debt to common stock							979,479,228			9,795			414,737			—			424,532
Issuance of warrants		—		—			—			—			(518	)		—			(518	)
Net loss																(5,030,873	)		(5,030,873	)
Balance, March 31, 2015		9,000,051	$	90			1,161,193,362		$	11,612		$	19,830,637		$	(36,784,717	)	$	(16,942,378	)

See accompanying notes to consolidated financial statements

F-5

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year			Year
	Ended			Ended
	March 31,			March 31,
	2015			2014

CASH FLOWS (USED) BY OPERATING ACTIVITIES:
Net loss	$	(5,030,873	)	$	(212,015	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		37,154			7,685
Compensatory stock and warrants		84			26,997
Issuance of convertible notes for past due services		320,000			262,000
Bad debt expense		—			(16,007	)
Fair value adjustment of convertible note		(185,817	)		(3,359,968	)
Reserve for abandoned assets		5,629			—
Amortization of debt discount		3,512,756			990,842
Minority interest		21,596			—
Changes in operating assets and liabilities:
Accounts receivable		(3,056	)		41,677
Prepaid expenses and other assets		(5,526	)		27,237
Inventories		(85,046	)		71,631
Deferred revenue		—			—
Accounts payable and accrued liabilities		2,489,463			1,426,981
Net cash (used) in operating activities		1,076,364			(732,940	)

CASH FLOWS (USED) BY INVESTING ACTIVITIES:
Purchase of equipment and fixed assets		(1,023,911	)		(3,910	)
Dividends to World of Beer minority owners		(24,500	)		—
Capitalized pre-opening expenses - World of Beer		(207,944	)		—
Trademarks		—			(455	)
Net cash (used) in investing activities		(1,256,355	)		(4,365	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Loans payable - World of Beer minority owners		50,767			—
Proceeds from convertible notes payable		146,200			715,000
Proceeds from short-term bridge loans payable		—			95,505
Proceeds from promissory notes		198,500			(60,000	)
Other costs of financing		(2,500	)		—
Net cash provided by financing activities		392,967			750,505

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		212,976			13,200

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		20,615			7,415

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	233,591		$	20,615

F-6

ATTITUDE DRINKS INCORPORATED AND ~~SUBSIDIARY~~SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASHFLOWS

	Year			Year
	Ended			Ended
	March 31,			March 31,
	2014			2013
CASH FLOWS (USED) BY OPERATING ACTIVITIES:
Net loss	$	(212,015	)	$	(3,025,279	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		7,685			27,118
Compensatory stock and warrants		26,997			99,504
Issuance of convertible notes for past due services		262,000			325,000
Bad debt expense		(16,007	)		15,190
Derivative expense/(income)		-			141,235
Fair value adjustment of convertible note		(3,359,968	)		(3,105,515	)
Loss on debt extinguishment		-			2,838,522
Amortization of debt discount		990,842			513,301
Loss on disposal of fixed assets		-			198
Changes in operating assets and liabilities:
Accounts receivable		41,677			1,613
Prepaid expenses and other assets		27,237			43,375
Inventories		71,631			156,775
Deferred revenue		-			(7,661	)
Accounts payable and accrued liabilities		1,426,981			752,947
Net cash (used) in operating activities		(732,940	)		(1,223,677	)
CASH FLOWS (USED) BY INVESTING ACTIVITIES:
Purchase of equipment		(3,910	)		(10,902	)
Trademarks		(455	)		(126	)
Net cash (used) in investing activities		(4,365	)		(11,028	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		715,000			950,000
Proceeds from short-term bridge loans payable		95,505			250,000
Repayment of notes		(60,000	)		(90,000	)
Net cash provided by financing activities		750,505			1,110,000
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		13,200			(124,705	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,415			132,120
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,615		$	7,415

F-7

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASHFLOWS (CONTINUED)

	Year		Year
	Ended		Ended
	March 31,		March 31,
	2014		2013
	2015		2014
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest	$	-—	$	-—
Cash paid for taxes	$	-—	$	-—
Non-cash investing and financing activities:
Payment of financing fees with issuance of new notes payable	$	-—	$	~~325,000~~—
Payment of financing fees with common stock and warrants	$	—	$	—

See accompanying notes to consolidated financial statements

F-87

ATTITUDE DRINKS INCORPORATED AND ~~SUBSIDIARY~~SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization and Nature of Business:

Attitude Drinks Incorporated, a Delaware corporation, and ~~subsidiary~~subsidiaries (“the Company”) isare engaged in the development and sale of functional beverages, primarily in the United States as well as during the year ended March 31, 2015 was engaged in the development and operations of World of Beer franchise locations, mainly in the New England area.

The Company'’s fiscal year end is March 31. Its plan of operation during the next twelve months is to focus on the non-alcoholic single serving beverage business, developing and marketing products in two fast growing segments: sports recovery and functional dairy. In addition, ABH plans to open new World of Beer franchise locations based on available financing capital.

~~The~~April ~~state~~2015 ofMaterial ~~Delaware~~definitive approved on January 30, 2013 the increase in our authorized shares of common stock from five billion (5,000,000,000) to twenty billion (20,000,000,000). As such, we are reflecting the twenty billion number in our financial statements for the year ended March 31, 2013.Agreement

WeOn ~~implemented~~April 21, 2015, “HVWC” purchased ABH by entering into a 1-Purchase Agreement (the “Purchase Agreement”), with the three original shareholders of Attitude Beer Holding Co., a Delaware corporation (“ABH”), namely, the Company, Alpha Capital Anstalt, a company organized under the laws of Liechtenstein (“Alpha”) and Tarpon Bay Partners LLC, a Florida limited liability company (“Tarpon Bay”), pursuant to which the shareholders sold to HVWC all of the outstanding shares of stock of ABH, and ABH thereupon became a wholly owned subsidiary of HVWC. In consideration for the purchase of the shares of common stock of ABH, HVWC issued: (i) to Attitude Drinks, 51 shares of a newly created Series B Preferred Stock of HVWC (the “Series B Preferred Stock”) and a seven year warrant (the “B Warrant”) to purchase 5,000,000 shares of HVWC’s common stock, par value $.0001 per share (the “Common Stock”), at an exercise price of $0.075 per share (subject to customary anti-dilution adjustments); (ii) to Alpha, a secured convertible note due April 20, 2017 (the “Secured Convertible Note”) in the principal amount of $1,619,375 a seven year warrant (the “Alpha Warrant”), to purchase 1,295,500,500, ~~reverse~~shares ~~stock~~of HVWC’s Common ~~split~~Stock onat ~~July~~an exercise price of $0.0025 per share (subject to customary anti-dilution adjustments), and an additional investment right (“AIR”) to purchase up to $3,750,000 in additional notes (the “AIR Note”) and corresponding warrants (“the “AIR Warrant”); and (iii) to Tarpon, a Secured Convertible Note in the principal amount of $554,792, a seven year warrant (the “Tarpon Warrant”) to purchase 443,833,333 shares of HVWC’s Common Stock at an exercise price of $0.0025 per share (subject to customary anti-dilution adjustments), and an AIR to purchase up to $1,250,000 ~~2013~~in additional notes and corresponding AIR Warrants. In Weaddition, ~~have~~Alpha ~~restated~~acquired ~~all~~32,300 ~~applicable~~shares ~~financial~~of ~~information~~the ~~for~~HVWC’s ~~both~~Series ~~years~~A ~~ended~~Preferred ~~March~~Stock (convertible 31into 32,300,000 ~~2014~~shares of HVWC’s Common Stock) from HVW Holdings LLC (an entity of which Mr. James Giordano, the Company’s prior Chief Executive Officer and ~~2013~~Chairman of the Board, is the managing member), subject to the terms of a Purchase Agreement (the “Series A Purchase Agreement”). The Company purchased 87,990,000 shares of HVWC’s Common Stock from HVW Holdings LLC at a price of $65,000, subject to the terms of a Purchase Agreement (the “Common Stock Purchase Agreement”). The Alpha Warrant and the Tarpon Warrant are collectively referred to herein as the “A Warrants” and the B Warrant and the A Warrants are collectively referred to herein as the “Warrants.”

In December 2014, ABH entered into a joint venture with New England World of Beer and together opened a 4,000 sq. foot tavern in West Hartford (“West Hartford WOB”), Connecticut that sells a selection of over 500 craft and imported beers along with tavern food and other spirits and cocktails. New England World of Beer holds franchise rights for all of Connecticut and Massachusetts. Similar taverns are currently open in 20 states, namely AL, AZ, CO, CT, FL, GA, IL, LA, MD, MI, NC, NJ, NY, OH, SC, TN, TX, VA, WA and WI.

Note 2 - Going Concern and Management’s Plans:

As reflected in the accompanying consolidated financial statements, the Company has incurred accumulated operating losses of $3136,~~753~~784,~~844~~717 and negative cash flows from operations and has a significant working capital deficiency in the amount of $1216,~~266~~942,~~740~~ 378 at March 31, ~~2014~~2015. The Company has been ~~dependent~~ dependent upon third party financing and will continue to depend on additional financing for at least the next twelve months. These ~~conditions~~ conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During 2015, the Company plans to file a registration statement to provide working capital as needed to increase operations and sales efficiencies through the need to implement sales and marketing programs to increase awareness of the Company’s products as well as to pay for slotting fees for certain retail channels of revenues. The Company plans to increase its sales, primarily by significantly increasing its sales force and partnering with new distributors, as well as offering new products in the next twelve months. The Company’s margins are expected to improve as a result of increased sales, expected economies of scale due to anticipated lower product costs based on increased volumes per production run and lower transportation costs from the expected shipment of full truck loads. However, the Company expects to reduce its dependency on third party financing during the next twelve months. There is no assurance that further funding will be available at acceptable terms, if at all, or that the Company will be able to achieve profitability. Ultimately, the Company’s ability to continue as a going concern is dependent upon the achievement of profitable operations. The accompanying financial statements do not reflect any adjustments that may result from the outcome of this uncertainty.F-8

Note 2 - Going Concern and Management’s Plans (continued):

During 2016, the Company plans to file a registration statement to provide working capital as needed to increase operations and sales efficiencies through the need to implement sales and marketing programs to increase awareness of the Company’s products as well as to pay for slotting fees for certain retail channels of revenues. The Company plans to increase its sales, primarily by significantly increasing its sales force and partnering with new distributors, as well as offering new products in the next twelve months. The Company’s margins are expected to improve as a result of increased sales, expected economies of scale due to anticipated lower product costs based on increased volumes per production run and lower transportation costs from the expected shipment of full truck loads. However, the Company will work to reduce its dependency on third party financing during the next twelve months. There is no assurance that further funding will be available at acceptable terms, if at all, or that the Company will be able to achieve profitability. Ultimately, the Company’s ability to continue as a going concern is dependent upon the achievement of profitable operations. The accompanying financial statements do not reflect any adjustments that may result from the outcome of this uncertainty.

Note 3 - Significant Accounting Policies:

(a) Principles of Consolidation:

The Company’s consolidated financial statements include the accounts of Attitude Drinks Incorporated and its wholly-owned subsidiary, Attitude Drink Company, Inc., and majority owned subsidiary, Attitude Beer Holding Co. All material intercompany balances and transactions have been eliminated as well as the recording of applicable minority interest transactions to eliminate minority ownerships implications including consolidation adjustments.

(b) Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts 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 most significant estimate included in the Company’s financial statements is the following: Fair value of the Company’s financial instruments that are required to be carried at fair value. The Company uses all available information and appropriate techniques to develop its estimates, including the use of outside consultants. However, actual results could differ from the Company’s estimates.

F-9

Note 3 - Significant Accounting Policies (continued):

(c) Business Segment and Geographic Information:

The Company currently operates in one dominant industry segment that it has defined as the sports-recovery drink industry. However, its next two products will enter into the functional milk category. Presently, there is no international business, although the Company may pursue the sale of its ~~products~~ products in international markets during the next fiscal year. In addition, the Company’s subsidiary at the time opened its first World of Beer franchise location in Connecticut in late January, 2015, and ABH plans to open additional locations in the New England areas based on available financing capital.

(d) Cash and Cash Equivalents:

The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents.

(e) Inventories:

Inventories, which consist of finished goods and raw materials, are stated at the lower of cost on the first in, first-out method or market. Further, the Company’s inventories are perishable. The Company estimates for each fiscal quarter any unsalable inventory reserves based upon a specific identification basis. The components of inventories as of March 31, ~~2014~~2015 and March 31, ~~2013~~2014 are below:

	March 31, 2014			March 31, 2013
	March 31, 2015			March 31, 2014
Finished goods (a)	$	30,090		$	101,721
World of Beer	$	88,235		$	—
Total inventories	$	30,090		$	101,721
Finished goods- Phase III		116,901			74,197
Less reserve for obsolescence		(90,000	)		(44,107	)
Less reserve for abandoned inventory		(2,339	)		—
Total inventories	$	112,797		$	30,090

~~(a) Net of reserve for obsolescence for $44,107 for March 31, 2014~~F-9

Note 3 - Significant Accounting Policies (continued):

(f) Fixed Assets:

Fixed assets are stated at cost. Depreciation is computed using the straight-line method over a period of ten years for furniture and certain bar equipment, three years for corporate computer equipment and ~~three~~ purchased software plus five years for ~~purchased~~World ~~software~~of Beer computer and point of sale systems. Maintenance, repairs and minor renewals are charged directly to expenses as incurred. Additions and betterments to property and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts, and any resulting gain or loss is included in the statement of operations. Leasehold improvements for the World of Beer location are depreciated over the life of the lease or twenty years. See footnote 4 for more details.

(g) ~~Trademarks:~~ Capitalized Pre-Opening Expenses – World of Beer

Certain pre-opening expenses such as capitalized franchise fees, interest, legal costs, startup and organization costs are recorded as long term assets and are amortized over fifteen years unless certain capitalized costs have a shorter life period to amortize. Any incurred costs that are at best uncertain and fail to satisfy the suggested measurability test for accounting recognition as an asset are expensed.


		2015			2014
Propery Description	Amount			Amount

Pre-opening labor costs	$	66,734		$	—
Franchise fees		45,000			—
Training fees		28,857			—
Legal fees		22,615			—
Start-up costs		19,557			—
Other		25,181			—
Accumulated amortization		(3,885	)		—

Total	$	204,059		$	—

Amortization expense amounted to $3,885 and $0 for the years ended March 31, 2015 and March 31, 2014, respectively.

(h) Trademarks:

Trademarks are being amortized on a straight-line basis over fifteen years. The following table summarizes the components of the Company’s trademarks:

	March 31, 2014				March 31, 2013
	March 31, 2015			March 31, 2014
Trademark costs	$	32,151		$	$32,151	~~31,696~~
Less accumulated amortization		(27,~~317~~614	)		(27,317	~~(26,910~~)	)
Total Trademarks - Net	$	4,~~834~~537		$	$4,834	~~4,786~~

Amortization expense amounted to $~~407~~297 and $~~20,620~~407 for the years ended March 31, ~~2014~~2015 and March 31, ~~2013~~2014, respectively. We recorded an additional $18,723 in trademark amortization expense in the total $20,620 expense for the impairment of unamortized trademarks that are currently not used for the year ended March 31, 2013.

(i) Impairment of Long-Lived Assets:

Our long-lived assets consist principally of trademarks, furniture and equipment. We evaluate the carrying value and recoverability of our long-lived assets when circumstances warrant such evaluation by applying the provisions of the FASB Accounting Standards Codification which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. See the note above (g) for further explanation.

F-10

Note 3 - Significant Accounting Policies (continued):

(hj) ~~Impairment of~~ Financial ~~Long-Lived Assets~~Instruments:

(i) Financial Instruments:

Financial instruments, as defined in the FASB Accounting Standards Codification, consist of cash, evidence of ownership in an entity and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, notes payable, derivative financial instruments, convertible debt and redeemable preferred stock that we have concluded the notes payable and derivative financial instruments are more akin to debt than equity.

Derivative financial instruments, as defined in the FASB Accounting Standards Codification, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, prior to February 21, 2013, derivative financial instruments were measured at fair value and recorded as liabilities or, in rare instances, assets. Fair value represents the price at which the property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as debt financing arrangements, redeemable preferred stock arrangements and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by the FASB Accounting Standards Codification, these instruments, prior to February 21, 2013, were required to be carried as derivative liabilities, at fair value, in our financial statements as we were allowed to elect fair value measurement of the hybrid financial instruments, on a case-by-case basis, rather than bifurcate the derivative. We believed that fair value measurement of the various hybrid convertible promissory notes financing arrangements prior to February 21, 2013 provided a more meaningful presentation of that financial instrument.

Fair Value of Financial Instruments - Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. We believe that the carrying amounts of the financial instruments approximate their respective current fair values due to their relatively short maturities.

(j) Financial Instruments (continued):

Pursuant to the requirements of the Fair Value Measurements and Disclosures Topic of the FASB Codification, the Company’s financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:

Level 1: Financial instruments with unadjusted quoted prices listed on active market exchanges.

Level 2: Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over the counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3: Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

All cash and cash equivalents are considered Level 1 measurements for all periods presented. We do not have any financial instruments classified as Level 2. We have recorded a conversion feature liability in regards to a convertible note issued in the twelve months ended March 31, ~~2013~~2015, which are Level 3 and are further described below in note 6.

F-11

Note 3 - Significant Accounting Policies (continued)

(i) Financial Instruments (continued):

The Company carries cash and cash equivalents, inventory, and accounts payable and accrued expense at historical cost which approximates the fair value because of the short-term nature of these instruments.

~~(j) Revenue Recognition:~~F-11

~~The~~Note ~~Company~~3 ~~recognizes~~- ~~revenue~~Significant ~~in accordance with the FASB~~ Accounting ~~Standards~~Policies Codification. Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable, and collectability is reasonably assured. Revenues are recognized pursuant to formal revenue arrangements with the Company’s customers, at contracted prices, when the Company’s product is delivered to their premises, and collectability is reasonably assured. The Company extends merchantability warranties to its customers on its products but otherwise does not afford its customers with rights of return. Warranty costs have been insignificant to date. In determining revenue recognition for products shipped to this customer, the Company follows the guidance in ASC 605, “Revenue Recognition” (~~“ASC 605”~~continued). For any products which are shipped are under a “pay on scan” model (none for 2014 and 2013), revenue is deferred by the Company until such time as the customer sells through such products to the end consumer. .:

~~The~~(k) ~~Company’s~~Revenue revenue arrangements often provide for industry-standard slotting fees where the Company makes cash payments to the respective customer to obtain rights to place the Company’s products on their retail shelves for a stipulated period of time. We did record slotting fees for $875 and $2,625 for the years ended March 31, 2014 and 2013, respectively, which are recorded as reductions to the reported revenues. The Company also engages in other promotional discount programs in order to enhance its sales activities. The Company believes its participation in these arrangements is essential to ensuring continued volume and revenue growth in the competitive marketplace. These payments, discounts and allowances are recorded as reductions to the Company’s reported revenue and were $8,002 and $53,046 for the year ended March 31, 2014 and March 31, 2013, respectively.Recognition:

~~(k) Shipping~~The Company recognizes revenue in accordance with the FASB Accounting Standards Codification. Revenue is recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price is determinable, and ~~Handling~~collectability ~~Costs:~~is reasonably assured. Revenues are recognized pursuant to formal revenue arrangements with the Company’s customers, at contracted prices, when the Company’s product is delivered to their premises, and collectability is reasonably assured. The Company extends merchantability warranties to its customers on its products but otherwise does not afford its customers with rights of return. Warranty costs have been insignificant to date. In determining revenue recognition for products shipped to this customer, the Company follows the guidance in ASC 605, “Revenue Recognition” (“ASC 605”).

~~Shipping~~The ~~and~~Company’s ~~handling~~revenue ~~costs~~arrangements often ~~incurred~~provide for industry-standard slotting fees where the Company makes cash payments to the respective customer to obtain rights ~~deliver~~to place the Company’s products toon ~~our~~their ~~customers~~retail shelves for a stipulated period of time. We did record slotting fees for $ 0 and $875 for the years ended March 31, 2015 and 2014, respectively, which are ~~included~~recorded as areductions ~~component~~to ofthe ~~cost~~reported ofrevenues. The Company also engages in other promotional discount and complimentary programs in order to enhance its sales activities. ~~These~~ ~~costs~~The Company ~~amounted~~believes its participation in these arrangements is essential to ~~$22~~ensuring continued volume and revenue growth in the competitive marketplace. These payments,~~267~~ discounts, allowances and complimentary products are recorded as reductions to the Company’s reported revenue and were $3817,~~164~~631 and $8.002 for the year ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014 respectively.

(l) ~~Income Taxes~~ Shipping and Handling Costs:

WeShipping ~~utilize~~and ~~the~~handling ~~liability~~costs ~~method~~incurred ~~of accounting~~to ~~for~~deliver ~~income~~products ~~taxes. Under~~to ~~the~~our ~~liability~~customers ~~method, deferred tax assets and liabilities~~ are ~~determined~~included ~~based~~as ona ~~the~~component ~~differences between~~of ~~the~~cost ~~financial reporting basis and the tax basis~~ of ~~the~~sales. ~~assets~~These ~~and~~costs ~~liabilities~~amounted ~~and~~to ~~are~~$6,989 ~~measured using enacted tax rates~~ and ~~laws that will be in effect~~$22,119 ~~when~~ for the ~~differences~~year ~~are~~ended ~~expected~~March to31, ~~reverse. An~~2015 ~~allowance~~and ~~against~~March ~~deferred tax assets is recognized~~31, ~~when it is more likely than not~~2014, ~~that such tax benefits will not be realized~~respectively. ~~We have recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their realization. The Company’s open tax years are from 2009 through 2014.~~

~~Our~~(m) ~~practice~~Income is to recognize interest and/or penalties related to income tax matters in income tax expense. For the year ended March 31, 2014 and 2013, we had no accrued interest or penalties related to income taxes. We currently have no federal or state tax examinations in progress.Taxes:

~~(m) Loss~~We utilize the liability method of accounting ~~Per~~for ~~Common~~income ~~Share:~~taxes. Under the liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. We have recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their realization. The Company’s open tax years are from 2009 through 2015.

Our ~~basic~~practice ~~loss per common share~~ is ~~computed by dividing loss applicable~~ to ~~common~~recognize ~~stockholders~~interest ~~by the weighted average number of common shares outstanding during the reporting~~and/or ~~period.~~penalties ~~Diluted~~related ~~loss per common share is computed similar~~ to ~~basic~~income ~~loss~~tax ~~per~~matters ~~common~~in ~~share~~income ~~except~~tax that diluted loss per common share includes dilutive common stock equivalents, using the treasury stock method, and assumes that the convertible debt instruments were converted into common stock upon issuance, if dilutiveexpense. For the year ended March 31, ~~2014~~2015 and ~~2013~~2014, ~~respectively,~~we ~~potential common~~had ~~shares~~no ~~arising from the our stock warrants, stock options, convertible preferred stock and convertible debt and~~ accrued interest or ~~payable~~penalties ~~amounted~~related to ~~5,725,704,499~~income ~~shares~~taxes. ~~for~~We ~~2014~~currently ~~and~~have ~~814,506~~no ~~shares~~federal ~~for~~or ~~2013~~state ~~and~~tax ~~were~~examinations ~~not included~~ in ~~the computation of diluted loss per share because their effect was anti-dilutive~~progress.

(n)

Loss Per Common Share:

Our basic loss per common share is computed by dividing loss applicable to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similar to basic loss per common share except that diluted loss per common share includes dilutive common stock equivalents, using the treasury stock method, and assumes that the convertible debt instruments were converted into common stock upon issuance, if dilutive. For the year ended March 31, 2015 and 2014, respectively, potential common shares arising from the our stock warrants, stock options, convertible preferred stock and convertible debt and accrued interest payable amounted to 18,770,207,129 shares for 2015 and 5,724,704,499 shares for 2014 and were not included in the computation of diluted loss per share because their effect was anti-dilutive.

(o)

Recent Accounting Pronouncements Affecting the Company:

In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”)

This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

F-12

Note 3 - Significant Accounting Policies (continued):

~~(n) Recent Accounting~~To ~~Pronouncements~~achieve ~~Affecting~~that core principle, an entity should apply the ~~Company~~following steps:

In December 2011, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) that provides amendments for disclosures about offsetting assets and liabilities. The amendments require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, securities borrowing and securities lending arrangements. The amendments are effective for annual reporting periods beginning on or after January 1~~, 2013, and interim periods within those annual periods~~. ~~Disclosures~~Identify ~~required by~~ the ~~amendments should be provided retrospectively for all comparative periods presented. For the Company, the amendment is effective for fiscal year 2014. The Company’~~contract(s) ~~evaluation~~with ~~determined that there is no restatement impact on~~ the ~~Company’s financial statements.~~customer

In2. ~~October,~~Identify ~~2012,~~ the ~~Financial Accounting~~performance ~~Standards~~obligations ~~Board issued an ASU that contained amendments that affect a wide variety of topics~~ in the Codification and represent changes to clarify the Codifications, correct unintended application of guidance or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. These amendments will be effective for fiscal periods beginning after December 15, 2012. The effect of adoption will have a minimum impact on the Company.contract

In January, 2013, the Financial Accounting Standards Board issued an ASU that contained amendments to apply to derivatives accounted for in accordance with Topic 815, Derivative and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement3. ~~These~~Determine ~~amendments should be applied for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods. The effect of adoption will have a minimum impact on~~ the ~~Company.~~transaction price

In4. ~~February,~~Allocate ~~2013,~~ the ~~Financial~~ ~~Accounting~~transaction ~~Standard~~price ~~Board~~to ~~issued an ASU that contained amendments that provide guidance for~~ the ~~recognition,~~performance ~~measurement and disclosure of~~ obligations ~~resulting~~in ~~from joint and several liability arrangements for which~~ the total amount of the obligations is fixed at the reporting date. Examples of obligations within the scope of this ASU include debt arrangements, other contractual obligations and settled litigation and judicial rulings. These amendments will be effective for fiscal periods and interim periods within those years beginning after December 15, 2013. The effect of adoption will have a minimum impact on the Company.contract

5. Recognize revenue when (oor as) ~~Advertising~~ ~~Costs~~the entity satisfies a performance obligations

~~Advertising~~The ~~costs~~ASU ~~are~~also ~~charged~~provides toguidance ~~operations~~on disclosures ~~when~~that ~~incurred~~should ~~and~~be ~~are~~provided ~~included~~to inenable ~~operating~~financial ~~expenses.~~statement ~~Advertising~~users ~~costs~~to ~~for~~understand the ~~years~~nature, ~~ended March 31~~amount, ~~2014~~timing and ~~2013~~uncertainty ~~were~~of ~~$17,732~~revenue recognition and ~~$7,135,~~cash ~~respectively~~flows arising from contracts with customers. Qualitative and quantitative information is required about the following:

~~(p) Concentration~~1. Contracts with customers – including revenue and impairments recognized, disaggregation of ~~Sales~~revenue and information about contract balances and performance obligations (including the transaction price allocated to ~~Certain~~ ~~Clients~~the remaining performance obligations)

~~During~~2. ~~fiscal~~Significant ~~2013-2014,~~judgments ~~the~~and ~~Company~~changes ~~had sales~~in tojudgments ~~one~~– ~~client~~determining ~~that~~the ~~represented~~timing ~~45%~~of satisfaction of ~~total~~performance ~~revenues~~obligations in(over ~~the~~time ~~amount~~or ofat ~~$93,093.~~a ~~There~~point ~~were~~in notime) ~~outstanding~~and ~~receivables~~determining ~~from this~~the ~~entity~~transaction atprice ~~March~~and ~~31,~~amounts ~~2014.~~allocated to performance obligations

Assets recognized from the costs to obtain or fulfill a contract.

ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted.

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

In August, 2014, the Financial Accounting Standards Board issued an ASU that contained guidance for the disclosure of uncertainties about an entity’s ability to continue as a going concern. There is no impact on the Company through the adoption of this update as the Company has always provided such required disclosures on doubt about the entity’s ability to continue as a going concern for one year from the date of completion of the audit..

In November, 2014, the Financial Accounting Standards Board issued an ASU that contained guidance about derivatives and hedging and determining whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to equity. There are predominantly two methods used in current practice by issuers and investors in evaluating whether the nature of the host contract within a hybrid instrument issued in the form of a share is more akin to debt or to equity. This ASU is to eliminate the use of different methods in practice. As the Company utilizes the services of an outside professional specialty firm for such valuations, the Company believes there is no change needed for this update.

In February, 2015, the Financial Accounting Standards Board issued an ASU that contained guidance about Consolidation (Topic 810) and amendments to the consolidation analysis. These provisions provide amendments to limited partnerships and similar legal entities. As ABH owns the 51% majority of the World of Beer location in West Hartford which is an LLC corporation, the Company believes there is no change needed for this update.

(p)

Advertising Costs

Advertising costs are charged to operations when incurred and are included in operating expenses. Advertising costs for the years ended March 31, 2015 and 2014 were $1,540 and $17,732, respectively.

(q)

Concentration of Sales to Certain Clients

During fiscal 2014-2015, the Company had Phase III sales to one primary client that represented 93% of total revenues in the amount of $66,027. We had an outstanding receivable balance of $3,839 from this entity at March 31, 2015. The rest of our gross sales of $753,895 originated from ABH’s World of Beer location in West Hartford, Connecticut.

F-13

Note 3 -

Significant Accounting Policies (continued):

(r)

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the Company; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) 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; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

(s)

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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

Loss contingencies considered remote are generally not disclosed unless they involve guarantees in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position and results of operations or cash flows.

F-14

Note 4 –

Fixed Assets:

The Company’s fixed assets are comprised of the following as of March 31, ~~2014~~2015 and ~~2013~~2014 :

	2014			2013
	March 31, 2015			March 31, 2014
Equipment	$	23,580		$	19,669
Attitude Drink Company (a)	$	58,336		$	61,625
Furniture and fixtures		12,837			12,837
World of Beer:
Vehicle		24,382			24,382
Audio Visual		82,635			—
Purchased software		827			827
Bar furniture and equipment		198,836			—
		61,626			57,715
Computer equipment		48,839			—
Less: accumulated depreciation		(36,135	)		(28,857	)
Leasehold improvements		490,964			—
Total Fixed Assets	$	25,491		$	28,858
Coolers		59,832			—
Millwork		69,000			—
Other		73,805			—
Total gross fixed assets		1,082,247			61,625
Less accumulated depreciation		(69,106	)		(36,134	)
Net fixed assets	$	1,013,141		$	25,491
(a) Net of reserve for abandoned furniture for $3,290

Depreciation expense aggregated $732,~~278~~972 and $67,~~498~~ 278 for the year ended March 31, ~~2014~~2015 and ~~2013~~2014, respectively. During the year ended March 31, 2013, we moved our office to another location and wrote off the leasehold improvement of the old office location for gross assets of $3,954 less accumulated depreciation of $3,756 for a net loss of $198 due to abandonment.

Note 5 –

Accrued Liabilities:

Accrued liabilities consist of the following as of March 31, ~~2014~~2015 and ~~2013~~2014:

	2014		2013
	2015		2014
Accrued payroll and related taxes	$	3,~~261~~719,~~045~~785	$	23,~~770~~261,~~580~~045
Accrued interest		1,846,857		1,456,904
Accrued marketing program costs		580,000		580,000
Accrued professional fees		98108,~~000~~640		7498,~~950~~000
Accrued interest		1,456,904		1,221,671
Accrued board of directors’s fees		242,792		206,792
Accrued board of directors' fees		206,792		170,792
Other expenses		259,690		130,567
Other expenses		130,567		190,578
Total Accrued Liabilities	$	6,757,764	$	5,733,308
Total Accrued Liabilities	$	5,733,308	$	5,008,571

F-15

Note 6 –

Convertible Notes Payable:

All convertible notes payable are recorded at fair value as prescribed by the FASB Accounting Standards Codification (see Note 9 for more details). Convertible debt carrying values consist of the following:

Original Face					Fair Value Amounts
				Fair Value Amounts
Value					March 31,				March 31,
Outstanding				March 31,				March 31,
					2014				2013
Face Value				2015				2014
$	65,~~207~~547,~~271~~372	Convertible Note Financing due February 21 2015 (a), (1)	~~Convertible Note Financing due February 21, 2015 (a), (1)~~	$	$5,413,574	~~5,554,182~~		$	$5,554,182	~~5,310,290~~
$	400,000		Convertible Note Financing due December 31, 2014 (b), (2)			400,000				100,000
	605,520	Convertible Note Financing due December 31, 2014 (b), (2)			605,520				400,000
$	37,000		Convertible Note Financing due June 7, 2014 (c), (3)			37,000				-
	37,000	Convertible Note Financing due June 7, 2014 (c), (3)			37,000				37,000
			Less discount on convertible notes (4)		$	(3,511,738	)			(4,679,689	)
	1,204,500	Convertible Note Financing due December 24, 2014 (d), (4)			1,204,500				—
$	6,644,271		Total convertible notes payable		$	2,479,444			$	730,601
	35,200	Convertible Note Financing due May 13, 2015 (e), (5)			35,200				—
	20,000	Convertible Note Financing due December 22, 2016 (f), (6)			20,000				—
	58,500	Convertible Note Financing due January 14, 2017 (g), (7)			58,500				—
		Less discount on convetible notes (4)			(196,499	)			(3,511,738	)
$	7,508,092	Total convertible notes payable (8)		$	7,177,795			$	2,479,444

(1) All previous convertible notes prior to February 21, 2013 were surrendered to the Company through a February 21, 2013 exchange agreement whereas the Company issued new face value consolidated notes per debt holder for a total amount of $5,020,944, $350,000 face value in new notes for the surrender of 425,003 ~~(after reverse stock split)~~ Class A warrants plus $121,327 in a new note for work rendered for this consolidated financing for a grand total of $5,492,271. The principal amount of the above $5,547,372 balance equals the original $5,492,271 total financing plus allonges for $767,500 less conversions of $712,399.

~~F-14~~(2) Monthly retainer fee to our outside financial consulting firm of $25,000 face value for December, 2012 through March 31, 2015 for a total original amount of $700,000 less conversions of $94,480

~~Note~~(3) 6Retainer – fee to our previous legal ~~Convertible~~counsel ~~Notes~~of ~~Payable~~$37,000 ~~(continued):~~face value issued June 7, 2013

(24) ~~Monthly~~Issued ~~retainer~~convertible ~~fee~~promissory ~~of $25,000 face~~note ~~value~~ for ~~December~~$35,200 ~~2012~~on ~~through~~May ~~March 31~~13, 2014 ~~(total of $400, 000)~~

(35) ~~Retainer~~Issued ~~fee~~convertible ofnote for $3720,000 ~~face value~~ ~~issued~~on ~~June~~December 712, ~~2013~~2014 for past due services

(46) ~~The~~Includes ~~consolidated~~total ~~notes~~of ~~required~~all ainstallment ~~new~~convertible ~~lattice~~notes ~~valuation~~issued ~~model~~December, ~~that~~2014 ~~required~~through ~~the~~March, ~~recording~~2015 offor afinancing ~~discount~~the ~~that~~World ~~will~~of beBeer ~~amortized~~franchise ~~(accretion)~~location ~~over~~in ~~the~~West ~~life~~Hartford ~~of the convertible notes payable~~Connecticut.

(7) Issued three convertible notes for $13,500, $13,500 and $31,500 to three different accredited investors on January 14, 2015

(8) The consolidated notes required a new lattice valuation model that required the recording of a discount that will be amortized (accretion) over the life of the convertible notes payable.

Since these new consolidated notes contained new language as compared to the previous notes, we needed to use a different valuation model for applicable valuations, derivatives and fair market value. In order to determine the fair market value, we analyzed the various securities agreements and exchange agreements, compared the Company to comparable companies to determine industry factors for volatility, growth and future financing, developed a lattice model that valued the convertible notes on a probability weighted scenario model as well as future projections of the various potential outcomes and valued the convertible notes at issuance and at the end of the reporting period to account for the derivative liability. Based on our analysis in determining the proper accounting treatment and valuation as set forth in the Statement of Financial Accounting Standard ASC 820-10-35-37 (Fair Value in Financial Instruments), Statement of Financial Accounting Standard ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task (“EITF”) For Issue No. 00-10 and EITF 07-05, the embedded derivatives are bundled and valued as a single, compound embedded derivative, bifurcated from the debt host and treated as a liability. The single compound embedded derivative features valued include the variable conversion feature, and the value of these embedded derivatives for the convertible notes is treated as a liability. These derivative liabilities are marked-to-market each quarter with the change in fair value recorded in the Statement of Operations.

~~Long~~F-~~term Convertible Debt Maturities:~~16

Annual maturities of long-term outstanding convertible debt (face value) as of March 31, 2014 are as follows:

	Face Value
Years ending March 31,	$ Amount
2014	$	5,891,182
2015		100,000
2016		-
2017		-
2018		-
thereafter		-
	$	5,991,182

F-15

Note 6 – Convertible Notes Payable (continued):

Long-term Convertible Debt Maturities:

Annual maturities of long-term outstanding convertible debt (face value) as of March 31, 2015 are as follows:


	Face Value
Years ending March 31,	$ Amount
2015	$	5,695,142
2016		335,200
2018		70,000
2019		108,500
2020		—
thereafter		—

	$	6,208,842

(a) February 21, 2013 Consolidated Convertible Notes

On February 21, 2013, all previous convertible notes payable with outstanding balances totaling $5,020,944 were surrendered by the debt holders to the Company through exchange agreements whereas the Company issued one consolidated note to each debt holder for the total ~~outstanding~~ outstanding convertible note amounts. In addition and on the same date, all outstanding Class A warrants associated with these convertible note payables totaling 425,003 Class A warrants were surrendered by the debt holders to the Company in which the ~~Company~~ Company issued additional convertible notes payable for the total amount of $350,000. All applicable 364 Class B warrants were cancelled as well. Both the surrendered convertible notes payable for $5,020,944 and warrants for $350,000 were combined into one new convertible note payable per debt holder for a grand total of $5,370,944. All of these consolidated notes contain the same terms, maturity dates and conversion criteria and replace all terms, conditions and conversion criteria contained in the surrendered notes. These notes have a maturity date of February 21, 2015 and an interest rate of 4%. They are in default. The Company is working with each debt holder to extend the maturity date as well as implementing in 2015 a debt restructuring program to address such issues. The conversion price per share ~~shall~~is be equal to seventy-five percent (75%) of the average of the three lowest closing bid prices for the Common stock as reported by Bloomberg L.P. for the principal market for the twenty trading days preceding a conversion date but in no event greater than $10.00. Each conversion submitted by a holder must be at least the lesser of (i) $10,000 of principal and interest or (ii) the balance due on the note. In addition, another new convertible note was issued for $121,327 to one of the accredited debt holders for their efforts in assisting the Company with these consolidated notes, warrants and modifications. The amount was determined at 5% of the then outstanding balance of all the convertible notes payable held by the debt holder. This note is identical to the above notes for the terms, conversion criteria and maturity date. No accrued interest payable amounts were added to these new notes. A total of $~~652,606~~806.879 in principal and $~~153,881~~193.214 in accrued interest were converted into shares of common stock from February 21, 2013 through March 31, ~~2014~~2015. In addition, ~~nine allonges~~additional (allonge #8financings for $71,500 dated April 11, 2013, allonge #9 for $88,000 dated June 5, 2013, allonge #10 for $88,000 dated June 21, 2013, allonge #11 for $82,500 dated July 23, 2013, allonge #12 for $110,000 dated August 8, 2013, allonge #13 for $110,000 dated September 18, 2013, allonge #14 for $55,000 dated October 28, 2013, allonge #15 for $55,000 dated November 15, 2013 and allonge #16 for $55,000 dated February 11, 2014 ) were added ~~into~~as ~~these consolidated notes.~~follows:

~~Southridge Partners II LP purchased from another debt~~F- holder $100,000 on April 9, 2013 and another $100,000 on June 5, 2013 from these February 21, 2013 notes. These new replacement notes contain the same terms as in the February 21, 2013 consolidated convertible notes. A total of $27,970 to date was converted from the original $100,000 balance, but no conversions have been made on the second $100,000 note.17

Note 6 – Convertible Notes Payable (continued):

TABLE FOR ADDED ALLONGES

	ALLONGE	$
DATE	#	AMOUNT

4/11/2013	8	$	71,500
6/5/2013	9		88,000
6/21/2013	10		88,000
7/23/2013	11		82,500
8/8/2013	12		110,000
9/18/2013	13		110,000
10/28/2013	14		55,000
11/15/2013	15		55,000
2/11/2014	16		55,000
5/2/2014	17		27,500
7/11/2014	18		25,000

	TOTAL	$	767,500

Southridge Partners II LP purchased from another debt- holder $100,000 on April 9, 2013 and another $100,000 on June 5, 2013 from these February 21, 2013 notes. These new replacement notes contain the same terms as in the February 21, 2013 consolidated convertible notes. The entire total of $100,000 was converted from the original $100,000 balance, and $2,960 in conversions were made on the second $100,000 note for an outstanding remaining amount of $97,040.

(b) Monthly $25,000 Retainer Fee Convertible Notes

We issue each month a convertible note for $25,000 to SC Advisors as part of their consulting fees. Previously issued convertible notes from August, 2012 through November, 2012 were consolidated in the above February 21, 2013 convertible note. From December, 2012 through March, ~~2014~~2015, we issued $25,000 monthly convertible notes for a total of $~~400~~700,000. All of these notes have maturity dates from December 31, 2014 to July 31, 2015. The Company is working with the debt holder to extend the maturity dates of these convertible notes. The notes can be converted into shares of Common Stock ~~after~~ six months ofafter ~~holding~~issuance at a conversion price to equal the current ~~market~~ market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for the common ~~stock~~ stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. NoTotal conversions of $94,480 have been made onfor these convertible notes.

(c) June 7, 2013 Convertible Note

We issued a $37,000 convertible note on June 7, 2013 for past due services. The maturity date of this note is June 7, 2014 and the note is in default. The Company is working with the debt holder to extend the maturity date of this convertible note. ~~maybe~~The note maybe converted into shares of common stock after a six month holding period at a conversion price to equal the current market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for the common stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. No conversions have been made on these notes.

(d) May 13, 2014 Convertible Note

We issued a convertible promissory note to a new accredited investor for $35,200 with a maturity date of May 13, 2015 at an interest rate of 4%. The conversion price per share is equal to seventy-five percent (75%) of the average of the three lowest closing bid prices for the common stock as reported by Bloomberg L.P. for the principal market for the twenty trading days preceding a conversion date but in no event greater than $.02. Each conversion submitted by the holder must be at least the lesser of (i) $1,000 of principal and interest or (ii) the balance due on the note. Conversion will be calculated to the hundredth of a penny (e.g. $0.0001).

F-18

Note 6 – Convertible Notes Payable (continued):

(e) December 19, 2014 Convertible Note

We issued a convertible promissory note for past due services to an accredited investor for $20,000 with a maturity date of December 22, 2016 at an interest rate of 10%. The conversion price per share is equal to seventy-five percent (75%) of the average of the three lowest closing bid prices for the common stock as reported by Bloomberg L.P. for the principal market for the ten trading days preceding a conversion date but in no event greater than $.02. Debt holder is limited to conversions up to 4.99% of the outstanding shares of the Common Stock.

(f) December, 2014 through March, 2015 Installment Convertible Notes

ABH issued convertible notes to two accredited investors for the purchase of the World of Beer franchise location in West Hartford, Connecticut as follows: December 24, 2014 for a total of $337,250; January 23, 2015 for a total of $300,000; February 24, 2015 for a total of $300,000; and March 24, 2015 for a total of $267,250 for a grand total of $1,204,500. All notes have the same maturity date of March 24, 2015 with an interest rate of 10%. The conversion price for the principal and interest shall be either: (i) if ABH’s common stock is traded on a trading market, the conversion price shall be 50% of the lowest bid price for the previous 50 trading days; (ii) if ABH’s common stock is traded on a trading market, and there is a DTC chill on ABH’s common stock, the conversion price shall be 60% of the lowest bid price for the previous 50 trading days; or (iii) if ABH’s common stock is not traded on a trading market, it shall be $0.40. Debt holder is limited to conversions up to 4.99% of the outstanding shares of the Common Stock. There have been no conversions of these convertible notes.

(g) January 14, 2015 convertible notes

On January 14, 2015, we issued three (3) convertible notes for $13,500, $13,500 and $31,500 for a total of $58,500. All notes have the same maturity date of January 14, 2017 and the same interest rate of ten percent (10%). All three notes contain the same conversion language as follows: the conversion price per share shall be equal to seventy-five (75%) of the average of the three lowest closing bid prices for the Common Stock as reported by Bloomberg L.P. for the principal market for the ten trading days preceding a conversion date but in no event greater than $.02. There have been no conversions of these convertible notes.

Note 7 – Short Term Bridge Loans:

Summary of short-term bridge loan balances is as follows:

		March 31, 2014				March 31, 2013
				March 31, 2015				March 31, 2014
~~April 14, 2008 (a)~~	April 14, 2008 (a)	$	~~60,000~~	$	60,000	$	~~60,000~~	$	60,000
~~August 5, 2008 (b)~~	August 5, 2008 (b)		~~55,000~~		55,000		~~55,000~~		55,000
~~Total~~	Total	$	~~115,000~~	$	115,000	$	~~115,000~~	$	115,000

F-16

Note 7 – Short Term Bridge Loans (continued):

April 14, 2008 financing:

(a) On April 14, 2008, the Company entered into a financing arrangement that provided for the issuance of a $60,000 face value short-term bridge loan note payable due July 15, ~~2008~~ ~~plus warrants to purchase (i) 5,000 shares of our common stock and (ii) additional warrants to purchase 5,000 shares of our common stock, representing an aggregate 10,000 shares~~2008. WeThere ~~determined~~are ~~that~~no ~~the~~outstanding warrants ~~issued~~associated inwith this financing ~~arrangement~~ ~~meet~~as the ~~conditions~~expiration ~~for equity classification so we allocated the proceeds of the debt between the debt and the~~dates ~~detachable~~have ~~warrants based on the relative fair value of the debt security and the warrants in accordance with the FASB Accounting Standards Codification as the exercise date for these warrants has now~~ expired.

F-19

Note 7 – Short Term Bridge Loans (continued):

We entered into the following Modification and Waiver Agreements related to the April 14, 2008 financing:

Date	Terms	Consideration
June 2008	Extend maturity to July 19, 2008	Warrants indexed to 5 shares of common stock (warrants have expired)
September 2008	Extend maturity to December 15, 2008	12 shares of restricted stock
January 2009	Extend maturity date to April 30, 2009	1) Warrants indexed to 12 shares of common stock (warrants have expired) 2)12 shares of restricted stock

The modifications resulted in a loss on extinguishment of $171,622 in accordance with the Financial Accounting Standards Codification. On December 15, 2008, wethe ~~were~~Company was in default on the notes for non-payment of the required principal payment. The remedy for event of default was acceleration of principal and interest so they were recorded at face value. As of March 31, 2013, this April 14, 2008 note was considered in default for non-payment. The Company is trying to find the debt holder to extend the due date of the note as the previous address is no longer valid. It was determined that the extension warrants required liability accounting and are being recorded at fair value with changes in fair value being recorded in derivative (income) expense. The exercise dates for all warrants other than 12 warrants granted on January 27, 2009 have expired. The exercise price of the 12 warrants was changed again to $500 when the Company issued additional convertible instruments with a lower conversion rate on January 27, 2009. Associated warrants are recorded at fair value for each reporting period.

August 5, 2008 financing:

(b) On August 5, 2008, the Company entered into a financing arrangement that provided for the issuance of a $55,000 face value short term bridge loan, due September 5, 2008~~, plus~~. ~~warrants~~There toare ~~purchase~~no ~~(i)~~outstanding ~~5,000 shares of our common stock, and (ii) additional~~ warrants toassociated ~~purchase~~with ~~5,000~~this ~~shares~~financing ~~of our common stock, representing an aggregate of 10,000 shares (before any reverse stock splits)~~ as the ~~exercise~~expiration dates ~~for these warrants~~ have ~~now~~ expired. The due date of the loan was extended to December 15, 2008 with 11 restricted shares of common stock issued as consideration. On December 15, 2008, wethe ~~were~~Company was in default on the notes for non-payment of the required principal payment. Remedies ~~for~~ for an event of default are acceleration of principal and interest. There were no incremental penalties for the event of default; however the notes were recorded at face value. Remedies for an event of default are acceleration of principal and interest.

On January 15, 2009, wethe Company extended the term on the note from December 15, 2008 to April 30, 2009~~, and we issued investor warrants to purchase 11 shares of our common stock and 11 shares of restricted common stock as consideration for the extension~~. We ~~recorded a loss on extinguishment of debt of $2,112 in accordance with the FASB Accounting Standards Codification.~~ As of December 31, 2012, this note was considered in default for non-payment. The debt holder is a board director and will extend the note once we locate the debt holder of the above April 14, 2008 debt.

The exercise price of the warrants was adjusted to $1,650 when the Company issued additional convertible instruments with a lower conversion rate on December 18, 2008. The exercise price of the warrants was adjusted again to $500 when the Company issued additional convertible instruments with a lower conversion rate on January 27, 2009. Associated warrants are recorded at fair value for each reporting period.

F-17

Note 8 - Non-convertible Notes Payable:

OnFor ~~January~~the period 26ended March 31, 2011, we ~~entered~~paid ~~into~~$23,750 ~~a promissory~~as ~~note~~part ~~with~~of ~~our~~a ~~previous~~promissory ~~landlord~~note in the total principal amount of $7534,~~762.~~000 ~~This~~as ~~amount~~a ~~was due June 30, 2011 together with~~final ~~interest~~settlement ofamount ~~10%~~for ~~computed on the basis of the actual number of days elapsed over~~ a ~~360-day~~previous ~~year~~license ~~on the unpaid balance~~agreement. The ~~default rate~~remaining ~~shall~~amount bedue aof ~~per~~$10,250 ~~annum~~was ~~interest~~required ~~rate equal~~ to ~~the~~be ~~maximum~~settled ~~amount~~through ~~permitted~~monthly payments byof ~~applicable~~$4,250 ~~law~~through asDecember, ~~we currently use 15%~~2010. ~~Although we~~We have not ~~paid~~made ~~this~~any ~~note~~more ~~yet,~~payments weand ~~anticipate~~plan ~~making a payment pending a future financing. On October 12, 2012, the previous landlord sold $20,000 of the promissory note~~ to ~~another~~address ~~accredited~~these ~~investor~~payments ~~resulting~~as insoon anas ~~outstanding amount of $55,762~~practical. ~~The sold $20,000 note has since been fully converted into shares of common stock.~~

On January ~~June 14~~26, ~~2012~~2011, we entered into ~~two~~a promissory ~~notes~~ ~~for~~note ~~$100,000~~with ~~and~~our previous landlord in the principal amount of $4075,~~000,~~762. ~~respectively~~This amount was due June 30, 2011 together with ~~two~~interest ~~current~~of ~~accredited~~10% ~~investors~~computed on the basis of the actual number of days elapsed over a 360-day year on the unpaid balance. ~~These~~The ~~notes~~default ~~are~~rate ~~subject~~is toa anper annum interest rate equal to the maximum amount permitted by ofapplicable ~~ten~~law ~~percent~~as ~~(10~~we currently use 15%). ~~and~~Although ~~are~~we ~~due~~have ~~the~~not ~~sooner~~paid ofthis ~~(i)~~note yet, we anticipate making a payment pending a future financing. On October 1412, 2012, orthe ~~(ii)~~previous ~~from~~landlord ~~the~~sold ~~proceeds~~$20,000 of the ~~next~~promissory ~~funding.~~note Weto ~~received~~another accredited ~~the~~investor ~~$100,000~~resulting ~~payment~~in onan ~~June~~outstanding ~~27,~~amount ~~2012~~of ~~and~~$55,762. ~~the~~The sold $4020,000 ~~payment~~note onhas ~~July~~since 9,been ~~2012.~~fully ~~The~~converted ~~amounts~~into ~~are~~shares ~~still~~of common ~~outstanding~~stock.

On June 26 14, 2012, we entered into atwo promissory ~~note~~ ofnotes for $~~110~~100,000 ~~with~~and ~~a current accredited investor. We agreed to pay a finder’s fee of~~ $1040,000, asrespectively, wewith ~~received~~two ~~the~~current ~~net~~accredited ~~payment~~investors. ofThese ~~$100,000~~notes onare ~~June 28, 2012. The note is~~ subject to an interest rate of ten percent (10%) and isare due the sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding. ~~The~~We ~~amount~~received isthe $100,000 payment on June 27, 2012 and the $40,000 payment on July 9, 2012. The amounts are still outstanding, and we accrue interest at the default interest rate of 18%. We expect to convert these notes into convertible notes payable later in 2015.

On December 23, 2013, we entered into promissory notes with four current investors in the total principal amount of $45,505. These amounts are due December 31, 2014 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same. No service charge will be made for such registration or transfer or exchange.F-20

~~On March 24, 2014, we entered into promissory~~Note ~~notes~~8 ~~with~~- Non-convertible ~~three~~Notes ~~current~~Payable investors in the total principal amount of $50,000. These amounts are due February 28, 2015 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same. No service charge will be made for such registration or transfer or exchange.(continued):

On June 26, 2012, we entered into a promissory note of $110,000 with a current accredited investor. We agreed to pay a finder’s fee of $10,000, and we received the net proceeds of $100,000 on June 28, 2012. The note is subject to an interest rate of ten percent (10%) and is due the sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding. The amount is still outstanding, and we accrue interest at the default interest rate of 18%. We expect to convert this note into convertible notes payable later in 2015.

On March 24, 2014, we entered into promissory notes with three current investors in the total principal amount of $50,000. These amounts are due February 28, 2015 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same.

On April 30, 2014, we entered into a promissory note with one current investor in the total principal amount of $12,000. This amount is due March 31, 2015 and is not subject to any interest rates. This note is exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same.

On June 11, 2014, we entered into promissory notes with four current investors in the total principal amount of $40,000. These amounts are due February 28, 2015 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same.

On July 31, 2014, we entered into a promissory note with a current investor in the total principal amount of $15,000. This amount is due May 31, 2015 and is not subject to any interest rates. This note is exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same.

On August 21, 2014, we entered into a promissory note with a current investor in the total principal amount of $10,000. This amount is due August 21, 2015 and is not subject to any interest rates. This note is exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same.

On August 29, 2014, we entered into a promissory note with a current investor in the total principal amount of $10,000. This amount is due August 31, 2015 and is not subject to any interest rates. This note is exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same.

On September 17 and 30, 2014, we entered into promissory notes with two current investors in the total principal amount of $40,000. These amounts are due as follows: $10,000 due September 30, 2015, $15,000 due August 31, 2015 and $15,000 due September 30, 2015 and are not subject to any interest rates. These notes are exchangeable for equal aggregate amounts of notes of different authorized denominations, as requested by the holder surrendering the same. .

On November 19, 2014, we entered into a promissory note with a current investor in the total principal amount of $10,000 with a maturity date of November 30, 2015 at no interest. This note is exchangeable for an equal aggregate amount of notes of different authorized denominations, as requested by the holder surrendering the same.

On November 19, 2014, we entered into a promissory note with a current investor in the total principal amount of $31,500 with a maturity date of December 19, 2015 at no interest. This note is exchangeable for an equal aggregate amount of notes of different authorized denominations, as requested by the holder surrendering the same.

On March 5, 2015, we entered into a promissory note with a current investor in the total principal amount of $7,500 with a maturity date of March 5, 2016 at no interest. This note is exchangeable for an equal aggregate amount of notes of different authorized denominations, as requested by the holder surrendering the same.

On March 13, 2015, we entered into a promissory note with a current investor in the total principal amount of $7,500 with a maturity date of March 13, 2016 at no interest. This note is exchangeable for an equal aggregate amount of notes of different authorized denominations, as requested by the holder surrendering the same.

On March 19, 2015, we entered into a promissory note with a current investor in the total principal amount of $7,500 with a maturity date of March 19, 2016 at no interest. This note is exchangeable for an equal aggregate amount of notes of different authorized denominations, as requested by the holder surrendering the same.

F-21

Note 8 - Non-convertible Notes Payable (continued):

On March 27, 2015, we entered into a promissory note with a current investor in the total principal amount of $7,500 with a maturity date of March 26, 2016 at no interest. This note is exchangeable for an equal aggregate amount of notes of different authorized denominations, as requested by the holder surrendering the same. No service charge will be made for such registration or transfer or exchange

Note 9 – Derivative Liabilities:

Fair Value Measurement

Valuation Hierarchy

ASC 820, “Fair Value Measurements and Disclosures,” establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the liabilities carried at fair value measured on a recurring basis as of March 31, ~~2014~~2015:

Fair Value Measurements at March 31, 2014

Fair Value Measurements at March 31, 2015

Total Carrying Value at March 31, 2014

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Total Carrying Value at March 31, 2015

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Conversion feature liability

1,~~993~~868,~~393~~857

–—

1,~~993~~868,~~393~~857

The carrying amounts of cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities approximate their fair value due to their short maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

F-18

Note 9 – Derivative Liabilities (continued):

Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting department, who reports to the Principal Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting department and are approved by the Principal Financial Officer.

Level 3 Valuation Techniques

Level 3 financial liabilities consist of the conversion feature liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement.

As of March 31, ~~2014~~2015, there were no transfers in or out of level 3 from other levels in the fair value hierarchy. Starting with the consolidated convertible notes payable as of February 21, 2013, we used a new lattice valuation model which required the embedded derivatives to be bundled and valued as a single compound embedded derivative, bifurcated from the debt host and treated as a liability at fair value.

F-22

Note 10 – Transactions with Related Parties:

In connection with the reverse merger (see Note 1), we assumed $47,963 in advances payable to the officers of MHHI in which we paid $1,500 in January, 2009 and issued 50 shares of common at $500.00 per share or $25,000, resulting in an outstanding balance of $21,463 that is due. These advances are non-interest bearing and payable upon demand.

During the quarter ended September 30, 2009, 9,000,000 shares of Series A Preferred, convertible into 54,000,000 shares of common stock at the option of the holder, were granted to Roy Warren (see Note 11). During the quarter ended March, 31, 2013, 51 shares of Series A-1 Preferred, convertible into 306 shares of common stock at the option of the holder, were granted to Roy Warren for services rendered (see Note 11(a)).

H. John Buckman is a board director of the company and is a debt holder of the company whereas the Company issued him a note payable at the face value of $55,000. He also received 22 shares of restricted stock that related to this note payable, 3 shares of restricted stock for being a Director and 300 shares of restricted stock for his services related to a November, 2009 financing (total of 324 ~~325~~ shares of restricted stock).

Note 11 – Stockholders’ Deficit:

(a) Series A Preferred Stock:

The Company’s articles of incorporation authorize the issuance of 20,000,000 shares of preferred stock which the Company has designated as Series A Preferred (“Series A” and “Series A-1”), $.00001 par value. Each share of Series A and A-1 is convertible into six shares of the Company’s common stock for a period of five years from the date of issue. The conversion basis is not ~~adjusted~~ adjusted for any stock split or combination of the common stock. Inasmuch as the Series A Convertible Preferred Stock has been outstanding for in excess of five years, it no longer has the right to convert into six shares of common stock for each one share of preferred stock. The Company must at all times have sufficient common shares reserved to effect the conversion of all outstanding Series A and A-1 Preferred. The holders of the Series A and A-1 Preferred ~~shall~~ beare entitled to receive common stock dividends when, as, if and in the amount declared by the directors of the Company to be in cash or in market value of the Company’s common stock. The Company is restricted from paying dividends or making distributions on its common stock without the approval of a majority of the Series A and A-1 holders. The Series A and A-1 ~~shall~~are be senior to the Common Stock and any other series or class of the Company’s Preferred Stock. The Series A and A-1 has liquidation rights in the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A and A-1 then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders, before any payment or declaration and setting apart for payment of any amount shall be made in respect of any outstanding capital stock of the Company, an amount equal to $.00001 per share, The Company, at the option of its directors, may at any time or from time to time redeem the whole or any part of the outstanding Series A. Upon redemption, the Company shall pay for each share redeemed the amount of $2.00 per share, payable in cash, plus a premium to compensate the original purchaser(s) for the investment risk and cost of capital equal to the greater of (a) $2.00 per share, or (b) an amount per share equal to fifty percent (50%) of the market capitalization of the Company on the date of notice of such redemption divided by 2,000,000. We have evaluated our Series A Preferred Stock and determined these shares required equity classification because the number of shares convertible into common stock is fixed and reserved. Redemption of these preferred shares cannot be affected because of the Company’s stockholders’ deficit.

FDuring the quarter ended September 30, 2009, 9,000,000 shares of Series A Preferred were granted to Roy Warren. We recorded a non-19cash expense for $1,620,000 which is based on the then market price of $0.03 per common share times the convertible stock equivalents (9,000,000 preferred shares x 6 = 54,000,000 common stock equivalents). These shares have specific voting power in that Roy Warren has voting rights for the 54,000,000 common stock equivalents. The Board of Directors on September 4, 2009 approved an amendment whereas Section 2(A) of the Certificate of Designation is hereby declared in its entirety, and the following shall be substituted in lieu thereof-Rights, Powers and Preferences: The Series A have the voting powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions as follows: Designation and Amount – Out of the Twenty Million (20,000,000) shares of the $0.00001 par value authorized preferred stock, all Twenty Million (14,999,049) shares have been designated as shares of “Series A.

Note 11 – Stockholders’ Deficit (continued):

(a) Series A Preferred Stock (continued):

During the quarter ended September 30, 2009, 9,000,000 shares of Series A Preferred were granted to Roy Warren. We recorded a non-cash expense for $1,620,000 which is based on the then market price of $0.03 per common share times the convertible stock equivalents (9,000,000 preferred shares x 6 = 54,000,000 common stock equivalents). These shares have specific voting power in that Roy Warren has voting rights for the 54,000,000 common stock equivalents. The Board of Directors on September 4, 2009 approved an amendment whereas Section 2(A) of the Certificate of Designation is hereby declared in its entirety, and the following shall be substituted in lieu thereof-Rights, Powers and Preferences: The Series A shall have the voting powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions as follows: Designation and Amount – Out of the Twenty Million (20,000,000) shares of the $0.00001 par value authorized preferred stock, all Twenty Million (20,000,000) shares shall be designated as shares of “Series A.”

During the quarter ended March, 31, 2013, 51 shares of Series A-1 Preferred, convertible into 306 shares of common stock at the option of the holder, were granted to Roy Warren for services rendered. We recorded a non-cash expense for $0.09 which is based on the then market price of $0.0003 per common share times the convertible stock equivalents (51 preferred shares x 6 = 306 common stock equivalents).

(b) Common Stock Warrants:

As of March 31, ~~2014~~2015, the Company ~~did~~had ~~not have~~4,545,000 ~~any~~ outstanding warrants asat ~~all~~an exercise price of ~~the~~$0.0005. The warrants ~~expired~~have an expiration date of December 24, 2019. No warrants were exercised during the fiscal year ended March 31, ~~2014~~ 2015.

F-23

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock:

At March 31, ~~2014~~2015, wethe Company had issued and outstanding ~~181~~ 1,~~714~~161,~~134~~193,362 shares of common stock of which 30,244 shares are owned by our two officers. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. In the event of liquidation, dissolution or winding down of the Company, the holders of shares of common stock are entitled to share, pro rata, all assets remaining after payment in full of all liabilities. ~~Holders~~ Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.

F-24

Note 11 – Stockholders’ Deficit (continued):

COMMON STOCK ISSUED FROM APRIL 1, 2014 THROUGH MARCH 31, 2015

		# OF		$ DEBT		$ INTEREST		$
DATE OF		SHARES		AMOUNT		AMOUNT		CONVERSION
CONVERSION		ISSUED		CONVERTED		CONVERTED		PRICE

	4/9/2014	15,912,500	$	6,365	$	—	$	0.0004
	4/9/2014	8,000,000		3,200		—		0.0004
	4/9/2014	12,000,000		4,800		—		0.0004
	4/9/2014	9,067,500		—		3,627		0.0004
	5/5/2014	10,000,000		5,000		—		0.0005

Filing Compare · Attitude Drinks Inc.