High Performance Beverages (TBEV) 8-K/A Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

Current Report

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 21, 2014

HIGH PERFORMANCE BEVERAGES COMPANY

(Exact name of registrant as specified in its charter)

Nevada	000-54973	27-3566307
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5137 E. Armor St., Cave Creek, AZ 85331

(Address of principal executive offices) (Zip code)

(602) 326-8290

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

EXPLANATORY NOTE:

High Performance Beverages Company, a Nevada corporation, (the “Company”) is furnishing this Current Report on Form 8-K/A in order to amend the previously filed Current Report on Form 8-K dated March 24, 2014. This Form 8-K/A, Amendment No. 1 is being furnished to revise the disclosure under Item 4.02 “Non-Reliance on Previously Issued Financial Statements of an Audit Related Report or Completed Interim Review” to provide additional information as required by Item 4.02 of Form 8-K.

Item 4.02      Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On March 21, 2014, in the process of preparing its quarterly report on Form 10-Q for the quarter ended January 31, 2014, the Company’s management became aware that the Company’s financial statements in the annual report for the year ended July 31, 2012 erroneously did not give effect to shareholder advances for the payment of accounting fees and improperly treated shares issued for services as a liability as opposed to equity.  In addition, the Company determined that during the fiscal year ended July 31, 2013, it had (1) erroneously excluded from the derivative liability valuation a contract entered into late in the fiscal year that allowed for the settlement of the Company’s financial obligations under the contract in the Company’s common stock, based upon the price of the Company’s stock at the time of settlement; and, (2) excluded the value of common stock to be issued for services performed from the financial statements resulting in an understatement of compensation expense.  Accordingly, the Company’s management determined that the financial statements included in the annual reports for the years ended July 31, 2012 and 2013 cannot be relied on and instructed the Company’s Chief Financial Officer to restate such financial statements and file amendments to such financial statements as soon as practicable.

The Company’s Board of Directors, as well as its management have discussed the matters in this Current Report on Form 8-K with L.L. Bradford & Company, LLC, the Company’s independent public registered accounting firm.

The following tables summarize the effect of corrections on the consolidated financial statements as of the three months ended October 31, 2013:

	Previously Reported			Adjustments			Current Restatement
Assets
Current assets
Cash	$	23,960		$	-		$	23,960
Accounts receivable, net		-			-			-
Inventory		33,766			-			33,766
Deferred loan costs		26,747			-			26,747
Total current assets		84,473			-			84,473
Total assets	$	84,473		$	-		$	84,473
Liabilities
Accrued expenses	$	111,467		$	16,417		$	127,884
Senior secured convertible note payable		402,800			-			402,800
Derivative Liability		452,912			687,585			1,140,497
Total current liabilities		967,179			704,200			1,671,181
Total liabilities		967,179			704,200			1,671,181
Stockholders' deficit:
Common stock		121,408			(5,000	)		116,408
Stock subscription payable		315,600			(61,361	)		254,239
Additional paid in capital		2,488,564			100,722			2,589,286
Retained earnings from discontinued operations		6,944			-			6,944
Accumulated deficit		(3,815,222	)		(738,363	)		(4,553,585	)
Total stockholders' deficit		(882,706	)		(704,002	)		(1,586,708	)
Total liabilities and stockholders' deficit	$	84,473		$	-		$	84,473

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	Previously  Reported			Adjustments			Current Restatement
Statement of Operations
Revenue	$	373		$	-		$	373
Cost of goods sold		1,392			-			1,392
Gross profit		(1,019	)		-			(1,019	)
Operating expenses
General, administrative and other		77,606			4			77,610
Marketing		10,847			(1	)		10,846
Compensation		983,292			-			983,292
Total Operating Expenses		1,071,745			3			1,071,748
Loss from continuing operations		(1,072,764	)		(3	)		(1,072,767	)
Other income (expense)
Change in derivative liability		210,482			687,585			898,067
Interest expense		209,268			-			209,268
Total Other (Income) Expense		419,750			687,585			1,107,335
Net loss	$	(1,492,514	)	$	(687,588	)	$	(2,180,102	)
Net loss per common share	$	(0.00	)	$	(0.02	)	$	(0.02	)

The following tables summarize the effect of corrections on the consolidated financial statements as of the year ended July 31, 2013:

	Previously  Reported			Adjustments			Current Restatement
Assets
Current assets
Cash	$	3,920		$	-		$	3,920
Accounts receivable, net		-			-			-
Inventory		31,034			-			31,034
Deferred loan costs		174,857			-			174,857
Total current assets		209,811			-			209,811
Total assets	$	209,811		$	-		$	209,811
Liabilities and Stockholders’ Deficit
Liabilities:
Accrued expenses	$	60,564		$	16,415		$	76,979
Convertible notes payable, net		270,000			-			270,000
Derivative liability		242,430			-			242,430
Total current liabilities		572,994			16,415			589,409
Total liabilities		572,994			16,415			589,409
Stockholders' deficit:
Common stock		108,970			(5,000	)		103,970
Stock subscription payable		282,220			(61,381	)		220,839
Additional paid in capital		1,561,409			100,723			1,662,132
Retained earnings from discontinued operations		6,944			-			6,944
Accumulated deficit		(2,322,706	)		(50,777	)		(2,373,483	)
Total stockholders' deficit		(363,183	)		(16,415	)		(379,598	)
Total liabilities and stockholders' deficit	$	209,811		$	-		$	209,811

2

	Previously  Reported			Adjustments			Current Restatement
Statement of Operations
Revenues	$	55,143		$	-		$	55,143
Cost of goods sold		36,411			-			36,411
Gross profit		18,732			-			18,732
Operating expenses
General, administrative and other		502,162			(220	)		501,942
Marketing		982,637			-			982,637
Product development		37,077			-			37,077
Compensation		313,007			50,997			364,004
Total Operating Expenses		1,834,886			50,777			1,885,660
Other expense
Interest expense		120,329			-			120,329
Change in derivative liability		242,430			-			242,430
Loss from continuing operations		(2,178,910	)		(50,777	)		(2,229,687	)
Discontinued operations, net		-			-			-
Net loss	$	(2,178,910	)	$	(50,777	)	$	(2,229,687	)
Net loss per common share	$	(0.02	)	$	(0.00	)	$	(0.02	)

The following tables summarize the effect of corrections on the consolidated financial statements as of the nine months ended April 30, 2013:

	Previously Reported			Adjustments			Current Restatement
Assets
Current assets
Cash	$	39,015		$	-		$	39,015
Prepaid expenses		37,042			-			37,042
Inventory		26,587			-			26,587
Deferred loan costs		316,977			-			316,977
Total current assets		419,621			-			419,621
Total assets	$	419,621		$	-		$	419,621
Liabilities:
Accrued expenses	$	44,463		$	16,415		$	60,878
Senior secured convertible note payable		240,000			-			240,000
Total current liabilities		288,463			16,415			300,878
Derivative liability		118,133			-			118,133
Total liabilities		402,596			16,415			419,011
Stockholders' deficit: Common stock		103,970			-			103,970
Stock subscription payable		282,220			(61,361	)		220,859
Additional paid in capital		1,568,130			95,723			1,663,853
Retained earnings from discontinued operations		6,944			-			6,944
Accumulated deficit		(1,944,239	)		(50,777	)		(1,995,016	)
Total stockholders' deficit		17,025			(16,415	)		610
Total liabilities and stockholders' deficit	$	419,621		$	-		$	419,621

3

Statement of Operations

	Previously Reported			Adjustments			Current Restatement
Revenues	$	53,283		$	-		$	53,283
Cost of goods sold		35,499			-			35,499
Gross Profit
Operating expenses		17,784			-			17,784
General, administrative and other		368,094			-			368,094
Marketing		970,379			-			970,379
Product development		37,019			-			37,019
Compensation		300,001			50,777			351,778
Total Operating Expenses		1,676,493			50,777			1,727,270
Other income (expense)
Interest expense and finance costs		(23,601	)		-			(23,601	)
Change in derivative liability		(118,133	)		-			(118,133	)
Loss from continuing operations		(1,785,231	)		(50,777	)		1,851,220	)
Discontinued operations, net		-			-			-
Net loss	$	(1,785,231	)	$	(50,777	)	$	(1,851,220	)
Net loss per common share	$	(0.00	)	$	(0.02	)	$	(0.02	)

The following tables summarize the effect of corrections on the consolidated financial statements as of the six months ended January 31, 2013:

	Previously Reported			Adjustments			Current Restatement
Assets
Current assets
Cash	$	2,529		$	-		$	2,529
Prepaid expenses		10,861			-			10,861
Inventory		53,377			-			53,377
Deferred loan costs		452,221			-			452,221
Total current assets		518,988			-			518,988
Total assets	$	518,988		$	-		$	518,988
Liabilities:
Accrued expenses	$	21,748		$	32,830		$	54,578
Senior secured convertible note payable		100,000			-			100,000
Total current liabilities		121,748			32,830			154,578
Total liabilities		121,748			32,830			154,578
Stockholders' deficit: Common stock		97,560			-			94,150
Stock subscription payable		510,000			(61,361	)		448,639
Additional paid in capital		645,242			44,946			690,188
Retained earnings from discontinued operations		6,944			-			6,944
Accumulated deficit		(862,506	)		(16,415	)		(878,921	)
Total stockholders' deficit		397,420			(32,830	)		364,410
Total liabilities and stockholders' deficit	$	518,988		$	-		$	518,988

4

Statement of Operations

	Previously  Reported			Adjustments			Current Restatement
Revenue	$	-		$	-		$	-
Operating expenses
General, administrative and other		175,673			-			175,673
Marketing		183,129			-			183,129
Product development		37,019			-			37,019
Compensation		314,500			-			314,500
Total Operating Expenses		710,321			-			710,321
Other income (expense)
Interest expense and finance costs		(8,389	)					(8,389	)
Loss from continuing operations		(718,710	)		-			(718,710	)
Discontinued operations, net		-			-			-
Net loss	$	(718,710	)	$	-		$	(718,710	)
Net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)

The following tables summarize the effect of corrections on the consolidated financial statements as of the three months ended October 31, 2012:

	Previously  Reported			Adjustments			Current Restatement
Assets
Current assets:
Cash	$	2,234		$	2,234		$	2,234
Total current assets		2,234			2,234			2,234
Total assets	$	2,234		$	2,234		$	2,234
Liabilities:
Accrued expenses	$	9,539		$	16,415		$	25,954
Total current liabilities		9,539			16,415			25,954
Liability for Issuable Common Stock		203,361			(203,361	)		-
Total liabilities		212,900			(186,946	)		25,954
Stockholders' deficit: Common stock		94,150			-			94,150
Additional paid in capital		(22,709	)		44,946			22,237
Stock subscription payable		-			142,000			142,000
Retained earnings from discontinued operations		6,944			-			6,944
Accumulated deficit		(289,051	)		-			(289,051	)
Total stockholders' deficit		(210,666	)		186,946			(23,720	)
Total liabilities and stockholders' deficit	$	2,234		$	-		$	2,234

5

Statement of Operations

	Previously Reported			Adjustments			Current Restatement
Revenue	$	-		$	-		$	-
Operating expenses
General, administrative and other		53,380			-			53,380
Marketing		43,131			-			43,131
Product development		21,744			-			21,744
Compensation		27,000			-			27,000
Total Operating Expenses		145,255			-			145,255
Loss from continuing operations		(145,255	)		-			(145,255	)
Discontinued operations, net		-			-			-
Net loss	$	(145,255	)	$	-		$	(145,255	)
Net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)

The following tables summarize the effect of corrections on the consolidated financial statements as of the year ended July 31, 2012:

	Previously  Reported			Adjustments			Current Restatement
Assets
Assets	$	-		$	-		$	-
Total assets	$	-		$	-		$	-
Liabilities:
Accrued expenses	$	4,050		$	32,830		$	36,880
Total current liabilities		4,050			32,830			36,880
Liability for Issuable Common Stock		61,361			(61,361	)		-
Total liabilities		65,411			(28,531	)		36,880
Stockholders' deficit: Common stock		94,150			-			94,150
Additional paid in capital		(22,709	)		44,946			22,237
Retained earnings from discontinued operations		6,944						6,944
Accumulated deficit		(143,796	)		(16,415	)		(160,211	)
Total stockholders' deficit		(65,411	)		(28,531	)		(36,880	)
Total liabilities and stockholders' deficit	$	-		$	-		$	-

6

Statement of Operations

	Previously  Reported			Adjustments			Current Restatement
Revenue	$	-		$	-		$	-
Operating expenses
General, administrative and other		49,820			16,415			66,235
Marketing		5,863			-			5,863
Product development		45,413			-			45,413
Compensation		20,000			-			20,000
Total Operating Expenses		121,096			16,415			137,511
Loss from continuing operations		(121,096	)		16,415			(137,511	)
Discontinued operations, net		(25	)		-			(25	)
Net loss	$	(121,121	)	$	16,415		$	(137,536	)
Net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)

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SIGNATURES

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

	HIGH PERFORMANCE BEVERAGES COMPANY
Dated: April 25, 2014	By:	/s/ Toby McBride
		Name: Toby McBride
		Title: Chief Executive Officer

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